Section 91. Formation  


Latest version.
  • (1) Two or more persons desiring to form a limited
      partnership shall
        (a) Sign and acknowledge or swear to a certificate, which shall state.
        I. The name of the partnership.
        II. The character of the business.
        III. The location of the principal place of business.
        IV. The name and place  of  residence  of  each  member;  general  and
      limited partners being respectively designated.
        V. The term for which the partnership is to exist.
        VI.  The  amount  of cash and a description of and the agreed value of
      the other property contributed by each limited partner.
        VII. The additional contributions, if any, agreed to be made  by  each
      limited  partner  and  the  times at which or events on the happening of
      which they shall be made.
        VIII. The time, if agreed upon, when the contribution of each  limited
      partner is to be returned.
        IX.  The  share  of  the  profits  or the other compensation by way of
      income which each  limited  partner  shall  receive  by  reason  of  his
      contribution.
        X. The right, if given, of a limited partner to substitute an assignee
      as  contributor  in  his  place,  and  the  terms  and conditions of the
      substitution.
        XI. The right, if given, of the partners to admit  additional  limited
      partners.
        XII.  The  right,  if given, of one or more of the limited partners to
      priority over other limited partners,  as  to  contributions  or  as  to
      compensation by way of income, and the nature of such priority.
        XIII.  The  right,  if  given,  of  the  remaining  general partner or
      partners to continue the business on the death, retirement  or  insanity
      of a general partner, and
        XIV.  The  right, if given, of a limited partner to demand and receive
      property other than cash in return for his contribution.
        (b) File the certificate in the office of  the  county  clerk  of  the
      county  in  which  the  principal office of such partnership is located.
      Immediately after the filing of the 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
      such  original  certificate  is  filed,  to  be designated by the county
      clerk, one of which newspapers shall be a  newspaper  published  in  the
      city  or town in which the principal place of business is intended to be
      located, if a newspaper be published therein; or,  if  no  newspaper  is
      published  therein,  in the newspaper nearest thereto, and proof of such
      publication by the affidavit of the printer or publisher of each of such
      newspapers must be filed with the original certificate.
        (2) If there has been substantial compliance in good  faith  with  the
      requirements  of  paragraph  (a)  of  subdivision one of this section, a
      limited partnership is  formed  and  may  commence  the  transaction  of
      business  as  such  upon  the  filing  of its certificate as required by
      paragraph (b) of subdivision one of this section and the effectuation of
      the first of the six successive weekly  publications  required  by  said
      paragraph  (b);  provided,  however,  that  the continued existence of a
      limited partnership as such shall be conditioned upon completion of  the
      publication requirement contained in said paragraph (b).