2014 Kentucky Revised Statutes
CHAPTER 362 - PARTNERSHIPS
Subchapter 2 - Kentucky Uniform Limited Partnership Act (2006)
2.2-201 Formation of limited partnership -- Certificate of limited partnership.
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<![CDATA[362.2-201 Formation
partnership.
(1)
(2)
(3)
(4)
of
limited
partnership
--
Certificate
of
limited
In order to form a limited partnership, a certificate of limited partnership shall
be delivered to the Secretary of State for filing. The certificate shall state:
(a) The name of the limited partnership, which shall comply with KRS
14A.3-010;
(b) The street address of the initial designated office;
(c) The limited partnership's initial registered office and the name of its initial
registered agent which shall comply with KRS 14A.4-010;
(d) The name and street address of each general partner; and
(e) Any additional information required by this subchapter.
If the limited partnership elects to be a limited liability limited partnership, then
the certificate shall contain a statement that the limited partnership elects to be
a limited liability limited partnership.
A certificate of limited partnership may also contain any other matters but shall
not vary from the provisions specified in KRS 362.2-110(2) in a manner
inconsistent with that section.
Subject to subsection (2) of this section, if any provision of a partnership
agreement is inconsistent with the filed certificate of limited partnership or with
a filed statement of dissociation, cancellation, or change, or filed articles of
conversion or merger, then:
(a) The partnership agreement prevails as to partners and transferees; and
(b) The filed certificate of limited partnership, statement of dissociation,
cancellation, or change, or articles of conversion or merger prevail as to
persons, other than partners and transferees, that reasonably rely on the
filed record to their detriment.
Effective:January 1, 2011
History: Amended 2010 Ky. Acts ch. 151, sec. 105, effective January 1, 2011. -Created 2006 Ky. Acts ch. 149, sec. 105, effective July 12, 2006.
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