(a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state:
(1) the name of the limited partnership, which must comply with section 321.0108;
(2) the street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process;
(3) the name and the street and mailing address of each general partner;
(4) whether the limited partnership is a limited liability limited partnership; and
(5) any additional information required by article 11.
(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section 321.0110(b) in a manner inconsistent with that section.
(c) If there has been substantial compliance with subsection (a), subject to section 321.0206(c) a limited partnership is formed when the secretary of state files the certificate of limited partnership.
(d) Subject to subsection (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
(1) the partnership agreement prevails as to partners and transferees; and
(2) the filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
Official Publication of the State of Minnesota
Revisor of Statutes