Okla. Stat. tit. 54, § 54-500-201A: Formation of limited partnership - Certificate of

limited partnership.

FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED

PARTNERSHIP.

(a) In order for a limited partnership to be formed, a

certificate of limited partnership must be delivered to the

Secretary of State for filing. The certificate must state:

(1) the name of the limited partnership, which must comply with

Section 8 of this act;

(2) the street and mailing address of the initial designated

office and the name and street and mailing address of the initial

agent for service of process;

(3) the name and the street and mailing address of each general

partner;

(4) whether the limited partnership is a limited liability

limited partnership;

(5) the term of its duration if the duration is not to be

perpetual; and

(6) any additional information required by Article 11 of this

act.

(b) A certificate of limited partnership may also contain any

other matters but may not vary or otherwise affect the provisions

specified in subsection (b) of Section 10 of this act in a manner

inconsistent with that section.

(c) If there has been substantial compliance with subsection

(a) of this section, subject to subsection (c) of Section 24 of this

act, a limited partnership is formed when the Secretary of State

files the certificate of limited partnership.

(d) 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, cessation, or change or filed articles of conversion

or merger:

(1) the partnership agreement prevails as to partners and

transferees; and

(2) the filed certificate of limited partnership, statement of

dissociation, cessation, 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.