2023 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  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;
(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.