KRS 362.2-201: Formation of limited partnership -- Certificate of limited partnership.

(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 rel y on the filed

record to their detriment.