Formation of Limited Partnership — Certificate of Limited Partnership
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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:
The name of the limited partnership, that complies with § 61-3-112;
The street and mailing addresses of the partnership's principal office; the address of its principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office;
If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership is required to maintain; the name of the limited partnership's initial registered agent and street and addresses in this state of the partnership's registered office and the county in which the registered office is located;
The name and street and mailing addresses of each general partner, and a mailing address such as a post office box if the United States postal service does not deliver to the general partner's address; and
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 must not vary or otherwise affect § 61-3-104(c) and (d) in a manner inconsistent with that section.
The partnership agreement must not be filed.
A limited partnership is formed when:
The initial certificate of limited partnership is filed with the secretary of state or at any later date or time specified in the certificate of limited partnership in accordance with and subject to § 61-3-207;
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.