A.Two signed copies of the certificate of limited partnership and of any restated certificate of limited partnership or any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to the filing provisions of this chapter, upon receipt of all filing fees required by law, he shall:
1.Endorse on each duplicate original the word "filed" and the day, month and year of the filing thereof;
2.File one duplicate original or a copy of the original in his office; and
3.Return the other duplicate original
Free access — add to your briefcase to read the full text and ask questions with AI
A. Two signed copies of the certificate of limited partnership and of any restated certificate of limited partnership or any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to the filing provisions of this chapter, upon receipt of all filing fees required by law, he shall:
1. Endorse on each duplicate original the word "filed" and the day, month and year of the filing thereof;
2. File one duplicate original or a copy of the original in his office; and
3. Return the other duplicate original to the person who filed it or his representative.
B. Upon the filing of a certificate of amendment or judicial decree of amendment or restated certificate of limited partnership containing an amendment in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation or a judicial decree thereof, the certificate of limited partnership is cancelled.
C. If the secretary of state is unable to complete the determination required by subsection A on the day a certificate is delivered for filing, the certificate shall be deemed to have been filed on the day of delivery if the secretary of state subsequently determines that:
1. The certificate as delivered conforms to the filing provision of this chapter; or
2. Within twenty days after notification of nonconformance is given by the secretary of state, the certificate is brought into conformance.
D. If a certificate required to be filed pursuant to this chapter is incorporated within a limited partnership agreement or a restated or amended limited partnership agreement, and not set forth separately, a written statement shall also be delivered specifying where the applicable information required for the filing of the certificate is located in the document.
E. Any document that is required to be filed pursuant to this chapter may be filed in an electronic format that is approved by the secretary of state.
F. Any document that is filed in accordance with this section is deemed to comply with:
1. The filing requirements of this chapter.
2. The requirement that a filing be verified or be submitted with a written signature.
3. Any requirement that the filing be filed under the penalty of perjury.
G. The secretary of state may adopt rules requiring that any person that submits a document for filing pursuant to this section also submit a written or printed copy of the document as a prerequisite to the document being deemed filed.
H. Except as provided in this section, all civil and criminal statutes applicable to the filing of paper documents apply to all documents filed pursuant to this section.