NY Pship L § 121-201 (2021)
2021 New York Laws PTR - Partnership Article 8-A - Revised Limited Partnership Act 121-201 - Certificate of Limited Partnership.

§  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  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 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;   * NB Effective until January 1, 2023   * (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;   * NB Effective January 1, 2023  (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.