Code of the District of Columbia

§ 29–702.01. Formation of limited partnership; certificate of limited partnership.

(a) In order for a limited partnership to be formed, a certificate of limited partnership shall be delivered to the Mayor for filing. The certificate shall state:

(1) The name of the limited partnership, which shall comply with §§ 29-103.01 and 29-103.02(d);

(2) The information required by § 29-104.04;

(3) The name and the street and mailing address of each general partner and the limited partnership’s principal office;

(4) Whether the limited partnership is a limited liability limited partnership; and

(5) Any additional information required by subchapter X of this chapter.

(b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in § 29-701.07(b) in a manner inconsistent with that section.

(c) If there has been substantial compliance with subsection (a) of this section, subject to subchapter II of Chapter 1 of this title, a limited partnership is formed when:

(1) The certificate of limited partnership has become effective:

(2) At least 2 persons have become partners;

(3) At least one person has become a general partner; and

(4) At least one person has become a limited partner.

(d) Subject to subsection (b) of this section, 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 with filed articles of merger, or with a statement of merger, interest exchange, conversion, or domestication filed under Chapter 2 of this title:

(1) The partnership agreement shall prevail as to partners and transferees; and

(2) The filed document shall prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.