§ 61-2-209. Delivery to Partners
Upon the return by the secretary of state pursuant to § 61-2-1106 of a certificate marked “Filed,” the general partners shall promptly deliver or mail a copy of the certificate to each limited partner, if the partnership agreement so requires.
§ 61-2-210. Integration and Restatement
A limited partnership may, whenever desired, integrate into a single instrument all of the provisions of its certificate of limited partnership which are then in effect and operative as a result of there having theretofore been filed with the secretary of state one (1) or more certificates or other instruments pursuant to any of the […]
§ 61-2-211. Merger
As used in this section, “other business entity” means a corporation, limited liability company, business trust or association, a real estate investment trust, a common law trust, or an unincorporated business, including a partnership (whether general or limited, but excluding a domestic limited partnership). Pursuant to an agreement of merger, a domestic limited partnership may […]
§ 61-2-202. Amendment Generally
A certificate of limited partnership is amended by filing a certificate of amendment thereto with the secretary of state. A certificate of amendment shall set forth: The name of the limited partnership; and The amendment to the certificate. A general partner who becomes aware that any statement in a certificate of limited partnership was false […]
§ 61-2-203. Cancellation Generally — Continuation of Limited Partnership After Cancellation of Certificate
A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the limited partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed with the secretary of state and set forth: The name of the limited partnership; The date of […]
§ 61-2-204. Execution Generally
Each certificate required by this part to be filed with the secretary of state shall be executed in the following manner: An initial certificate of limited partnership must be signed by all general partners; A certificate of amendment must be signed by at least one (1) general partner and by each other general partner designated […]
§ 61-2-205. Execution, Amendment, or Cancellation by Court Order
If a person required by § 61-2-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition a court of record to direct the execution of the certificate. If the court finds that the execution of the certificate is proper and […]
§ 61-2-206. Filing — Recording — Fee
The original signed copy of the certificate of limited partnership and of any certificate of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or consolidation and of any restated certificate shall be filed with the secretary of state in accordance with part 11 of this […]
§ 61-2-207. Liability for False Statement
If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: Any general partner who executes the certificate and knew or should have known the statement to be false in any material […]
§ 61-2-208. Notice
The fact that a certificate of limited partnership is on file with the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts set forth therein which are required to be set forth in a certificate of limited partnership by § 61-2-201(a)(1)-(4) and by § 61-2-202(g).