N.Y.
Partnership Law Section 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 § 121-204 (Execution of certificates)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 § 121-206 (Filing with the department of state)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.
Source:
Section 121-201 — Certificate of limited partnership, https://www.nysenate.gov/legislation/laws/PTR/121-201 (updated Jan. 6, 2023; accessed Apr. 20, 2024).
