§ 121-201 — Certificate of limited partnership

New York § 121-201

• Jurisdiction: New York
• Law PTR: Partnership
• Art. 8-A: Revised Limited Partnership Act

Text

§ 121-201. Certificate of limited partnership. (a) In order to form a\nlimited partnership the general partners shall execute a partnership\nagreement, and a certificate of limited partnership shall be executed in\naccordance with section 121-204 of this article. The certificate,\nentitled "Certificate of limited partnership of .......................\n(name of limited partnership) under section 121-201 of the Revised\nLimited Partnership Act," shall be filed with the department of state in\naccordance with section 121-206 of this article and shall set forth:\n (1) the name of the limited partnership;\n (2) the county within this state, in which the office of the limited\npartnership is to be located;\n (3) a designation of the secretary of state as agent of the limited\npartnership upon whom process against it may be served and the post\noffice address within or without this state to which the secretary of\nstate shall mail a copy of any process against it served upon him or\nher. The limited partnership may include an email address to which the\nsecretary of state shall email a notice of the fact that process against\nit has been electronically served upon him or her;\n (4) if the limited partnership is to have a registered agent, his name\nand address within this state and a statement that the registered agent\nis to be the agent of the limited partnership upon whom process against\nit may be served;\n (5) the name and the business or residence street address of each\ngeneral partner;\n (6) the latest date upon which the limited partnership is to dissolve;\nand\n (7) any other matters the general partners determine to include\ntherein.\n (b) A limited partnership is formed at the time of the filing of the\ninitial certificate of limited partnership with the department of state\nor at any later time not to exceed sixty days from the date of filing\nspecified in the certificate of limited partnership. The filing of the\ncertificate shall, in the absence of actual fraud, be conclusive\nevidence of the formation of the limited partnership as of the time of\nfiling or effective date if later, except in an action or special\nproceeding brought by the attorney general.\n (c) (i) Within one hundred twenty days after the filing of the initial\ncertificate, a copy of the same or a notice containing the substance\nthereof shall be published once in each week for six successive weeks,\nin two newspapers of the county in which the office of the limited\npartnership is located, one newspaper to be printed weekly and one\nnewspaper to be printed daily, to be designated by the county clerk.\nWhen such county is located within a city with a population of one\nmillion or more, such designation shall be as though the copy or notice\nwere a notice or advertisement of judicial proceedings. Proof of the\npublication required by this paragraph, consisting of the certificate of\npublication of the limited partnership with the affidavits of\npublication of such newspapers annexed thereto, must be filed with the\ndepartment of state. Notwithstanding any other provision of law, if the\noffice of the limited partnership is located in a county wherein a\nweekly or daily newspaper of the county, or both, has not been so\ndesignated by the county clerk, then the publication herein required\nshall be made in a weekly or daily newspaper of any county, or both, as\nthe case may be, which is contiguous to, such county, provided that any\nsuch newspaper meets all the other requirements of this paragraph. A\ncopy or notice published in a newspaper other than the newspaper or\nnewspapers designated by the county clerk shall not be deemed to be one\nof the publications required by this paragraph. The notice shall\ninclude: (1) the name of the limited partnership; (2) the date of filing\nof the certificate of limited partnership with the department of state;\n(3) the county within this state, in which the office of the limited\npartnership is located; (3-a) the street address of the principal\nbusiness location, if any; (4) a statement that the secretary of state\nhas been designated as agent of the limited partnership upon whom\nprocess against it may be served and the post office address within or\nwithout this state to which the secretary of state shall mail a copy of\nany process against it served upon him or her; (5) if the limited\npartnership is to have a registered agent, his or her name and address\nwithin this state and a statement that the registered agent is to be the\nagent of the limited partnership upon whom process against it may be\nserved; (6) a statement that the names and the business or residence\nstreet address of each general partner is available from the secretary\nof state; (7) the latest date upon which the limited partnership is to\ndissolve; and (8) the character or purpose of the business of such\npartnership. Where, at any time after completion of the first of the six\nweekly publications required by this subdivision and prior to the\ncompletion of the sixth such weekly publication, there is a change in\nany of the information contained in the copy or notice as published, the\nlimited partnership may complete the remaining publications of the\noriginal copy or notice, and the limited partnership shall not be\nrequired to publish any further or amended copy or notice. Where, at any\ntime after completion of the six weekly publications required by this\nparagraph, there is a change to any of the information contained in the\ncopy or notice as published, no further or amended publication or\nrepublication shall be required to be made. If within one hundred twenty\ndays after its formation, proof of such publication, consisting of the\ncertificate of publication of the limited partnership with the\naffidavits of publication of the newspapers annexed thereto has not been\nfiled with the department of state, the authority of such limited\npartnership to carry on, conduct or transact any business in this state\nshall be suspended, effective as of the expiration of such one hundred\ntwenty day period. The failure of a limited partnership to cause such\ncopy or notice to be published and such certificate of publication and\naffidavits of publication to be filed with the department of state\nwithin such one hundred twenty day period or the suspension of such\nlimited partnership's authority to carry on, conduct or transact\nbusiness in this state pursuant to this paragraph shall not limit or\nimpair the validity of any contract or act of such limited partnership,\nor any right or remedy of any other party under or by virtue of any\ncontract, act or omission of such limited partnership, or the right of\nany other party to maintain any action or special proceeding on any such\ncontract, act or omission, or right of such limited partnership to\ndefend any action or special proceeding in this state, or result in any\npartner or agent of such limited partnership becoming liable for the\ncontractual obligations or other liabilities of the limited partnership.\nIf, at any time following the suspension of a limited partnership's\nauthority to carry on, conduct or transact business in this state\npursuant to this paragraph, such limited partnership shall cause proof\nof publication in substantial compliance with the provisions (other than\nthe one hundred twenty day period) of this paragraph, consisting of the\ncertificate of publication of the limited partnership with the\naffidavits of publication of the newspapers annexed thereto, to be filed\nwith the department of state, such suspension of such limited\npartnership's authority to carry on, conduct or transact business shall\nbe annulled.\n (ii)(1) A limited partnership which was formed prior to the effective\ndate of this paragraph and which complied with the publication and\nfiling requirements of this subdivision as in effect prior to such\neffective date shall not be required to make any publication or\nrepublication or any filing under paragraph (i) of this subdivision, and\nshall not be subject to suspension pursuant to this subdivision.\n (2) Within twelve months after the effective date of this paragraph, a\nlimited partnership which was formed prior to such effective date and\nwhich did not comply with the publication and filing requirements of\nthis subdivision as in effect prior to such effective date shall publish\na copy of its certificate or a notice containing the substance thereof\nin the manner required (other than the one hundred twenty day period) by\nthis subdivision as in effect prior to such effective date and file\nproof of such publication, consisting of the certificate of publication\nof the limited partnership with the affidavits of publication of the\nnewspapers annexed thereto, with the department of state.\n (3) If a limited partnership that is subject to the provisions of\nsubparagraph two of this paragraph fails to file the required proof of\npublication with the department of state within twelve months after the\neffective date of this paragraph, its authority to carry on, conduct or\ntransact any business in this state shall be suspended, effective as of\nthe expiration of such twelve month period.\n (4) The failure of a limited partnership that is subject to the\nprovisions of subparagraph two of this paragraph to fully comply with\nthe provisions of said subparagraph two or the suspension of such\nlimited partnership's authority to carry on, conduct or transact any\nbusiness in this state pursuant to subparagraph three of this paragraph\nshall not impair or limit the validity of any contract or act of such\nlimited partnership, or any right or remedy of any other party under or\nby virtue of any contract, act or omission of such limited partnership,\nor the right of any other party to maintain any action or special\nproceeding on any such contract, act or omission, or right of such\nlimited partnership to defend any action or special proceeding in this\nstate, or result in any partner or agent of such limited partnership\nbecoming liable for the contractual obligations or other liabilities of\nthe limited partnership.\n (5) If, at any time following the suspension of a limited\npartnership's authority to carry on, conduct or transact business in\nthis state, pursuant to subparagraph three of this paragraph, such\nlimited partnership shall cause proof of publication in substantial\ncompliance with the provisions (other than the one hundred twenty day\nperiod) of paragraph (i) of this subdivision, consisting of the\ncertificate of publication of the limited partnership with the\naffidavits of publication of the newspapers annexed thereto, to be filed\nwith the department of state, such suspension of such limited\npartnership's authority to carry on, conduct or transact business shall\nbe annulled.\n (6) For the purposes of this paragraph, a limited partnership which\nwas formed prior to the effective date of this paragraph shall be deemed\nto have complied with the publication and filing requirements of this\nsubdivision as in effect prior to such effective date if (A) the limited\npartnership was formed on or after January first, nineteen hundred\nninety-nine and prior to such effective date and the limited partnership\nfiled at least one affidavit of the printer or publisher of a newspaper\nwith the department of state at any time prior to such effective date,\nor (B) the limited partnership was formed prior to January first,\nnineteen hundred ninety-nine, without regard to whether the limited\npartnership did or did not file any affidavit of the printer or\npublisher of a newspaper with the secretary of state.\n (iii) The information in a notice published pursuant to this\nsubdivision shall be presumed to be in compliance with and satisfaction\nof the requirements of this subdivision.\n