Kentucky Statutes 362.2-201 – Formation of limited partnership — Certificate of limited partnership
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(1) 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.
(2) 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.
(3) 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.
(4) 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.
(a) The name of the limited partnership, which shall comply with KRS § 14A.3-
Terms Used In Kentucky Statutes 362.2-201
- Certificate of limited partnership: means the certificate required by KRS §. See Kentucky Statutes 362.2-102
- Designated office: means :
(a) With respect to a limited partnership, the office that a limited partnership is required to designate and maintain under KRS §. See Kentucky Statutes 362.2-102 - General partner: means :
(a) With respect to a limited partnership, a person that:
1. See Kentucky Statutes 362.2-102 - Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
- Partnership agreement: means the partners' agreement, oral, implied, in record form, or in any combination, concerning the limited partnership. See Kentucky Statutes 362.2-102
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Kentucky Statutes 362.2-102
- State: means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See Kentucky Statutes 362.2-102
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.
(2) 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.
(3) 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.
(4) 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.