35-12-601. Certificate of limited partnership. (1) Two or more persons desiring to form a limited partnership shall execute a certificate of limited partnership. The certificate must be filed in the office of the secretary of state and shall set forth:
     (a) the name of the limited partnership;
     (b) the general character of its business;
     (c) the address of the office and the name and address of the agent for service of process required to be maintained by 35-12-507;
     (d) the name and the business address of each partner (specifying the general partners and limited partners separately);
     (e) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute in the future;
     (f) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
     (g) any power of a limited partner to grant an assignee of any part of his partnership interest the right to become a limited partner and the terms and conditions of the power;
     (h) if agreed upon, the time at which or the events on the happening of which a partner may terminate his membership in the limited partnership and the amount of or the method of determining the distribution to which he may be entitled respecting his partnership interest and the terms and conditions of the termination and distribution;
     (i) any right of a partner to receive distributions of property, including cash, from the limited partnership;
     (j) any right of a partner to receive or of a general partner to make distributions to a partner which include a return of all or any part of the partner's contribution;
     (k) any time at which or events on the happening of which the limited partnership is to be dissolved and its affairs wound up;
     (l) any right of the remaining general partners to continue the business on the happening of an event of withdrawal of a general partner; and
     (m) any other matters the partners, in their sole discretion, determine to include therein.
     (2) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in each case, there has been substantial compliance with the requirements of this section.

     History: En. Sec. 11, Ch. 522, L. 1981.