(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited partnership if the writings filed in the office of the Secretary of State show that the limited partnership has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. To the extent writings have been delivered to the Secretary of State, the certificate of existence must state:
(1) the limited partnership's name;
(2) that the limited partnership was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed;
(3) whether a statement of dissolution of the limited partnership has been delivered to the Secretary of State for filing;
(4) whether the limited partnership has delivered to the Secretary of State for filing a certificate of reinstatement;
(5) the unique identifying number or other designation as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State which may be requested by the applicant.
(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of authorization for a foreign limited partnership if the writings filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:
(1) the foreign limited partnership's name and any alternate name for use in this state under Article 5 of Chapter 1;
(2) that the foreign limited partnership is authorized to conduct activities and affairs in this state;
(3) that the Secretary of State has not revoked the foreign limited partnership's certificate of authority;
(4) that the foreign limited partnership has not filed with the Secretary of State a certificate of withdrawal, a notice of cancellation, or otherwise terminated its certificate of authority;
(5) the unique identifying number or other designation as assigned by the Secretary of State; and
(6) other facts of record in the office of the Secretary of State which may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact activities and affairs in this state.
(d) The Secretary of State shall not be required to issue a certificate of existence for a limited partnership if its certificate of formation was filed prior to January 1, 2011; provided, however, that the Secretary of State shall issue a certificate of existence upon the filing by the limited partnership of a certificate of information with the Secretary of State which must:
(1) state all information required in Section 10A-9A-2.01(a)(1), (a)(2), (a)(3), (a)(4), (a)(5), and (a)(6); and
(2) list and attach certified copies of all writings filed as to the limited partnership.
Last modified: May 3, 2021