Sec. 34-10. Formation of limited partnership; certificate of limited partnership.
Sec. 34-10. Formation of limited partnership; certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership must
be executed as provided in section 34-10a and the certificate shall set forth:
(1) The name of the limited partnership and the address of the office required to be
maintained by section 34-13b;
(2) The name and address of the agent for service of process required to be maintained by section 34-13b;
(3) The name and business address of each general partner;
(4) The latest date upon which the limited partnership is to dissolve; and
(5) Any other matters the partners determine to include therein.
(b) A limited partnership is formed at the time of the filing of the certificate of
limited partnership in the office of the Secretary of the State or at any later time specified
in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
(1961, P.A. 79, S. 2; P.A. 73-426, S. 1, 2; P.A. 77-144, S. 2; P.A. 79-356, S. 7, 8; 79-440, S. 7; P.A. 86-379, S. 2; P.A.
89-116, S. 1.)
History: P.A. 73-426 added provisions in Subsec. (1)(b) re filing of certificates with corporation division of office of
secretary of the state; P.A. 77-144 required that certificate state "the right, if given, to do an act which would make it
impossible to carry on the ordinary business of the partnership"; P.A. 79-356 required in Subsec. (1) that persons desiring
to form limited partnership "acknowledge" rather than "swear to" certificate and added Subsec. (3) re filing by limited
partnerships formed in accordance with laws of another state; P.A. 79-440 essentially replaced previous provisions; P.A.
86-379 amended Subsec. (a) by deleting requirements re execution by two or more persons, filing certificate with secretary
of the state, contents of certificate, except for name of limited partnership, address of office and agent for service, name
and address of each general partner, latest date of dissolution and other matters partners determine to include; P.A. 89-116
amended Subsec. (a)(1) by adding requirement of address of office of limited partnership and deleted requirement of
address of office of agent for service of process in Subsec. (a)(2).
See Sec. 34-38b re inapplicability of provisions as amended by P.A. 86-379 to partnerships existing before October
1, 1986.
Cited. 196 C. 270. Cited. 210 C. 71.
Cited. 11 CA 404.