N.Y. Partnership Law § 121-201: Certificate of limited partnership

§ 121-201. Certificate of limited partnership. (a) In order to form a

limited partnership the general partners shall execute a partnership

agreement, and a certificate of limited partnership shall be executed in

accordance with section 121-204 of this article. The certificate,

entitled "Certificate of limited partnership of .......................

(name of limited partnership) under section 121-201 of the Revised

Limited Partnership Act," shall be filed with the department of state in

accordance with section 121-206 of this article and shall set forth:

(1) the name of the limited partnership;

(2) the county within this state, in which the office of the limited

partnership is to be located;

(3) a designation of the secretary of state as agent of the limited

partnership upon whom process against it may be served and the post

office address within or without this state to which the secretary of

state shall mail a copy of any process against it served upon him or

her. The limited partnership may include an email address to which the

secretary of state shall email a notice of the fact that process against

it has been electronically served upon him or her;

(4) if the limited partnership is to have a registered agent, his name

and address within this state and a statement that the registered agent

is to be the agent of the limited partnership upon whom process against

it may be served;

(5) the name and the business or residence street address of each

general partner;

(6) the latest date upon which the limited partnership is to dissolve;

and

(7) any other matters the general partners determine to include

therein.

(b) A limited partnership is formed at the time of the filing of the

initial certificate of limited partnership with the department of state

or at any later time not to exceed sixty days from the date of filing

specified in the certificate of limited partnership. The filing of the

certificate shall, in the absence of actual fraud, be conclusive

evidence of the formation of the limited partnership as of the time of

filing or effective date if later, except in an action or special

proceeding brought by the attorney general.

(c) (i) Within one hundred twenty days after the filing of the initial

certificate, a copy of the same or a notice containing the substance

thereof shall be published once in each week for six successive weeks,

in two newspapers of the county in which the office of the limited

partnership is located, one newspaper to be printed weekly and one

newspaper to be printed daily, to be designated by the county clerk.

When such county is located within a city with a population of one

million or more, such designation shall be as though the copy or notice

were a notice or advertisement of judicial proceedings. Proof of the

publication required by this paragraph, consisting of the certificate of

publication of the limited partnership with the affidavits of

publication of such newspapers annexed thereto, must be filed with the

department of state. Notwithstanding any other provision of law, if the

office of the limited partnership is located in a county wherein a

weekly or daily newspaper of the county, or both, has not been so

designated by the county clerk, then the publication herein required

shall be made in a weekly or daily newspaper of any county, or both, as

the case may be, which is contiguous to, such county, provided that any

such newspaper meets all the other requirements of this paragraph. A

copy or notice published in a newspaper other than the newspaper or

newspapers designated by the county clerk shall not be deemed to be one

of the publications required by this paragraph. The notice shall

include: (1) the name of the limited partnership; (2) the date of filing

of the certificate of limited partnership with the department of state;

(3) the county within this state, in which the office of the limited

partnership is located; (3-a) the street address of the principal

business location, if any; (4) a statement that the secretary of state

has been designated as agent of the limited partnership upon whom

process against it may be served and the post office address within or

without this state to which the secretary of state shall mail a copy of

any process against it served upon him or her; (5) if the limited

partnership is to have a registered agent, his or her name and address

within this state and a statement that the registered agent is to be the

agent of the limited partnership upon whom process against it may be

served; (6) a statement that the names and the business or residence

street address of each general partner is available from the secretary

of state; (7) the latest date upon which the limited partnership is to

dissolve; and (8) the character or purpose of the business of such

partnership. Where, at any time after completion of the first of the six

weekly publications required by this subdivision and prior to the

completion of the sixth such weekly publication, there is a change in

any of the information contained in the copy or notice as published, the

limited partnership may complete the remaining publications of the

original copy or notice, and the limited partnership shall not be

required to publish any further or amended copy or notice. Where, at any

time after completion of the six weekly publications required by this

paragraph, there is a change to any of the information contained in the

copy or notice as published, no further or amended publication or

republication shall be required to be made. If within one hundred twenty

days after its formation, proof of such publication, consisting of the

certificate of publication of the limited partnership with the

affidavits of publication of the newspapers annexed thereto has not been

filed with the department of state, the authority of such limited

partnership to carry on, conduct or transact any business in this state

shall be suspended, effective as of the expiration of such one hundred

twenty day period. The failure of a limited partnership to cause such

copy or notice to be published and such certificate of publication and

affidavits of publication to be filed with the department of state

within such one hundred twenty day period or the suspension of such

limited partnership's authority to carry on, conduct or transact

business in this state pursuant to this paragraph shall not limit or

impair the validity of any contract or act of such limited partnership,

or any right or remedy of any other party under or by virtue of any

contract, act or omission of such limited partnership, or the right of

any other party to maintain any action or special proceeding on any such

contract, act or omission, or right of such limited partnership to

defend any action or special proceeding in this state, or result in any

partner or agent of such limited partnership becoming liable for the

contractual obligations or other liabilities of the limited partnership.

If, at any time following the suspension of a limited partnership's

authority to carry on, conduct or transact business in this state

pursuant to this paragraph, such limited partnership shall cause proof

of publication in substantial compliance with the provisions (other than

the one hundred twenty day period) of this paragraph, consisting of the

certificate of publication of the limited partnership with the

affidavits of publication of the newspapers annexed thereto, to be filed

with the department of state, such suspension of such limited

partnership's authority to carry on, conduct or transact business shall

be annulled.

(ii)(1) A limited partnership which was formed prior to the effective

date of this paragraph and which complied with the publication and

filing requirements of this subdivision as in effect prior to such

effective date shall not be required to make any publication or

republication or any filing under paragraph (i) of this subdivision, and

shall not be subject to suspension pursuant to this subdivision.

(2) Within twelve months after the effective date of this paragraph, a

limited partnership which was formed prior to such effective date and

which did not comply with the publication and filing requirements of

this subdivision as in effect prior to such effective date shall publish

a copy of its certificate or a notice containing the substance thereof

in the manner required (other than the one hundred twenty day period) by

this subdivision as in effect prior to such effective date and file

proof of such publication, consisting of the certificate of publication

of the limited partnership with the affidavits of publication of the

newspapers annexed thereto, with the department of state.

(3) If a limited partnership that is subject to the provisions of

subparagraph two of this paragraph fails to file the required proof of

publication with the department of state within twelve months after the

effective date of this paragraph, its authority to carry on, conduct or

transact any business in this state shall be suspended, effective as of

the expiration of such twelve month period.

(4) The failure of a limited partnership that is subject to the

provisions of subparagraph two of this paragraph to fully comply with

the provisions of said subparagraph two or the suspension of such

limited partnership's authority to carry on, conduct or transact any

business in this state pursuant to subparagraph three of this paragraph

shall not impair or limit the validity of any contract or act of such

limited partnership, or any right or remedy of any other party under or

by virtue of any contract, act or omission of such limited partnership,

or the right of any other party to maintain any action or special

proceeding on any such contract, act or omission, or right of such

limited partnership to defend any action or special proceeding in this

state, or result in any partner or agent of such limited partnership

becoming liable for the contractual obligations or other liabilities of

the limited partnership.

(5) If, at any time following the suspension of a limited

partnership's authority to carry on, conduct or transact business in

this state, pursuant to subparagraph three of this paragraph, such

limited partnership shall cause proof of publication in substantial

compliance with the provisions (other than the one hundred twenty day

period) of paragraph (i) of this subdivision, consisting of the

certificate of publication of the limited partnership with the

affidavits of publication of the newspapers annexed thereto, to be filed

with the department of state, such suspension of such limited

partnership's authority to carry on, conduct or transact business shall

be annulled.

(6) For the purposes of this paragraph, a limited partnership which

was formed prior to the effective date of this paragraph shall be deemed

to have complied with the publication and filing requirements of this

subdivision as in effect prior to such effective date if (A) the limited

partnership was formed on or after January first, nineteen hundred

ninety-nine and prior to such effective date and the limited partnership

filed at least one affidavit of the printer or publisher of a newspaper

with the department of state at any time prior to such effective date,

or (B) the limited partnership was formed prior to January first,

nineteen hundred ninety-nine, without regard to whether the limited

partnership did or did not file any affidavit of the printer or

publisher of a newspaper with the secretary of state.

(iii) The information in a notice published pursuant to this

subdivision shall be presumed to be in compliance with and satisfaction

of the requirements of this subdivision.