Section 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;
    (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.