29-308. 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 all of the following: 1. The name of the limited partnership. 2. The address of the office and the […]
29-309. Amendment to certificate; restatement 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 all of the following: 1. The name of the limited partnership. 2. The date of filing the certificate of limited partnership. 3. […]
29-310. Cancellation of certificate 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: 1. The name […]
29-311. 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: 1. An original certificate of limited partnership shall be signed by all general partners. 2. A certificate of amendment or a restated certificate of limited partnership […]
29-312. Execution by judicial act If a person required by section 29-311 to execute any certificate of limited partnership fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court in the county where the partnership office is located to direct the execution […]
29-313. Filing in office of secretary of state; acceptance A. Two signed copies of the certificate of limited partnership and of any restated certificate of limited partnership or 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 […]
29-314. Liability for false statement in certificate If any certificate of limited partnership or certificate of amendment, restated certificate of limited partnership or certificate of cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: 1. Any person who executes the certificate, or causes […]
29-315. 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.
29-316. Delivery of certificates to limited partners Upon the return by the secretary of state pursuant to section 29-313 of a certificate marked " filed" , the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the […]
