Partnerships are formed under and subject to state law. Each State requires information on the registration of partnerships that meet the particular interests of the State. Most States have drafted their laws on partnerships with reference to the Uniform Law on Partnerships, which was established as a national model by the Uniform Law Commission. Therefore, there is no exact set of information required by all States for the registration of a limited partnership, but there is common information that most States need. IC 23-16-3-8 Liability for incorrect information in certificate § 8. (a) Except as provided in paragraph (b), a person who suffers a loss on the basis of the Declaration may claim damages for the loss from: (1) any person who signed the Certificate or caused the Certificate to be executed by another person on behalf of that person and who knew that the instruction was incorrect at the time of performance of the Certificate; (2) any general partner who knew or should have known at the time the certificate was issued that the declaration was incorrect; and (3) any general partner who: (A) was reasonably relied upon after the Issuance of the Certificate, but at least sixty (60) days prior to the Declaration, knew or ought to have known that an agreement or other IC 23-16-3-11 integration and realignment of the Certificate § 11. (a) When it so wishes, a limited partnership may incorporate into a single instrument all the provisions of its limited partnership deed that are in force and effective following the prior filing of one (1) or other certificates or other instruments under this article with the Secretary of State by filing a newly formulated limited partnership deed expressly referred to as the “Reformulated Partnership Certificate”. and to emphasize in its title or in a separate paragraph that there is no discrepancy between the provisions of the original limited partnership deed with its amendments and the adapted certificate. If the newly formulated certificate reformulates the certificate relating to the limited partnership in the version previously amended or supplemented and, in any respect, completes and completes it, it must bear a heading with the words “Amended and reformulated certificate of the limited partnership” and such other words as the partnership considers appropriate, it must be performed by at least one (1) general partner and another general partner A national limited partnership is a partnership under the revised Limited Partnerships Act with one or more general partners and one or more limited partners.
A limited partnership may be entered into by the general partner(s) by entering into a partnership agreement (see sections 121 to 110 of the revised New York State Limited Partnerships Act) and by filing a limited partnership certificate with the Department of State pursuant to section 121-201 of the Revised Limited Partnerships Act. IC 23-16-3-9 Scope of The Sec. 9 opinion. The fact that a certificate of the limited partnership is filed with the office of the Secretary of State is a notification that the limited partnership is a limited partnership and constitutes a notification of all other facts that must be set out in a certificate of the limited partnership in accordance with section 2 of this chapter and that are set out in the certificate. Added by P.L.147-1988, SEC.1. IC 23-16-3-6 Enforcement by judicial law § 6. If a person required to execute a certificate under section 5 of this chapter fails or refuses to do so, any other person affected by the breach or refusal may apply to the district or superior court of the county where the office described in IC 23-16-2-3 is located: direct the execution of the certificate. If the IC 23-16-2-3 office is not located in Indiana, the petition may be made to the county district court or the higher court where the business address of the registered agent named in IC 23-16-2-3 is located. If the court finds that the execution of the certificate is correct and that a person so designated has omitted or refused to issue the certificate, it shall order the Secretary of State to present a certificate in its form and content in accordance with the instructions of the court. Added by P.L.147-1988, SEC.1. IC 23-16-3-7 Deposit in the Office of the Secretary of State § 7.
(a) The original signed copy (accompanied by a duplicate, which may be a signed or adapted copy) of the limited partnership deed, all certificates of modification or cancellation (or a court order on the amendment or cancellation) and any newly issued certificate must be served on the Secretary of State. A person who signs a certificate as an agent or trustee is not required to provide proof of authority as a condition of submission. Unless the Secretary of State determines that a certificate does not comply with the Law, upon receipt of all filing fees required by law, the Secretary of State shall: (1) record on the original and each copy the word “filed” and the date and time of filing; (2) present the original certificate; and (3) return the copy to the person who submitted it or their representative. (b) in the absence of fraud, a note from the Secretary of State referred to in point (a) shall constitute conclusive proof of the date and time of presentation of the certificate. (c) When a certificate of amendment (or a court change decision) or an adapted certificate is presented to the Office of the Secretary of State, or at the time of coming into force or on the date provided for in a certificate of amendment (or a decision of judicial amendment) or an adapted certificate, the certificate relating to the limited partnership shall be amended or reformulated as in the certificate of amendment or the adapted certificate presented. .