§ 61-3-202. Amendment or Restatement of Certificate of Limited Partnership
A certificate of limited partnership may be amended or restated at any time. To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating: The name of the partnership; and The text of the amendment. To restate its certificate of limited partnership, a limited […]
§ 61-3-203. Signing of Records to Be Delivered for Filing to Secretary of State
The following records delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: An initial certificate of limited partnership must be signed by all general partners listed in the certificate; An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is […]
§ 61-3-204. Signing and Filing Pursuant to Judicial Order
If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order: The person to sign the record; The person to deliver the record to […]
§ 61-3-205. Liability for Materially False Information in Filed Record
If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains materially false information, a person that suffers loss by reliance on the information may recover damages for the loss from a general partner if: The record was delivered for filing on behalf of […]
§ 61-3-107. Required Information
A limited partnership shall maintain at its principal office the following information: A current list showing the full name and last known street and mailing address, including zip codes, of each partner, separately identifying the general partners, and the limited partners; A copy of the initial certificate of limited partnership and all amendments to and […]
§ 61-3-108. Dual Capacity
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to […]
§ 61-3-109. Nature, Purpose, and Duration of Limited Partnership
A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. A limited partnership may have any lawful purpose, regardless of whether for profit. A limited partnership has perpetual duration.
§ 61-3-110. Powers
A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership’s activities and affairs.
§ 61-3-111. Supplemental Principles of Law
Unless displaced by this chapter, the principles of law and equity supplement this chapter.
§ 61-3-112. Permitted Names
The name of a limited partnership may contain the name of any partner, but must not contain the phrases “corporation,” “incorporated,” “limited liability company,” or abbreviations of like import. The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “LP” or “L.P.” […]