17-14-301. Certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth: (i) The name of the limited partnership; (ii) Repealed by Laws 1995, ch. 45, § 2. (iii) The address […]
17-14-302. Amendment of certificate. (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth: (i) The name of the limited partnership; (ii) The date of filing the certificate; and (iii) The amendment to the certificate. (b) Within […]
17-14-303. Cancellation of certificate. (a) A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth: (i) The […]
17-14-304. Execution of certificates. (a) Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner: (i) An original certificate of limited partnership shall be signed by all general partners; (ii) A certificate of amendment shall be signed by at least one […]
17-14-305. Execution by judicial act. If a person required by W.S. 17-14-304 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the district court to direct the execution of the certificate. If the court finds that it is proper for […]
17-14-306. Filing in office of secretary of state. (a) Two (2) signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary […]
17-14-307. Liability for false statement in certificate. (a) If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (i) Any person who executes the certificate, or causes another to execute it on his […]
17-14-308. Scope of notice. The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
17-14-309. Delivery of certificates to limited partners. Upon the return by the secretary of state pursuant to W.S. 17-14-306 of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.
