(1) Two or more persons desiring to form a limited
(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
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
XI. The right, if given, of the partners to admit additional limited
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).