Formation of limited partnership; certificate of limited partnership

1. Law
2. Mississippi Code
3. Corporations, Associations, and Partnerships
4. Mississippi Uniform Limited Partnership Act
5. Formation; Certificate of Limited Partnership and Other Filings
6. Formation of limited partnership; certificate of limited partnership

To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing.

A certificate of limited partnership must state:

1. The name of the limited partnership, which must comply with Section 79-14-114;
2. The information required by Section 79-35-5;
3. The street and mailing addresses of the limited partnership's principal office;
4. The street and mailing addresses of each general partner; and
5. Whether the limited partnership is a limited liability limited partnership.

A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in Section 79-14-105(c) and (d) in a manner inconsistent with that section.

A limited partnership is formed when:

The certificate of limited partnership becomes effective:

At least two (2) persons have become partners;

At least one (1) person has become a general partner; and

At least one (1) person has become a limited partner.

Subject to subsection (b) 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, termination, or change, or with filed articles of merger, or with a statement of conversion or domestication filed under the Mississippi Entity Conversion and Domestication Act:

The partnership agreement shall prevail as to partners and transferees; and

The filed document prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

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