Formation

(1)Two or more persons desiring to form a limited partnership shall:

(a)Sign and swear to a certificate, which shall state -i. The name of the partnership. ii. The character of the business. iii. The location of the principal place of the business. COL120106 CH. 27 L IMITED PARTNERSHIPS iv. The name and place of residence of each member; general and limited partners being respectively designated. v. The term for which the partnership is to exist. vi. The amount of cash and a description of and the agreed value of the other property contributed by each limited partner. vii. The additional contributions, if any, agreed to be made by each limited partner and the times at which or the events on the happening of which they shall be made. viii.The time, if agreed upon, when the contribution of each limited partner is to be returned. ix. The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution. x. The right, if given, of a limited partner to substitute an assignee as contributor in his place, and the terms and conditions of the substitution. xi. The right, if given, of the partners to admit additional limited partners. xii. The right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by way of income, and the nature of such priority. xiii.The right, if given, of the remaining general partner or partners to continue the business on the death, retirement or insanity of a general partner, and xiv. The right, if given, of a limited partner to demand and receive property other than cash in return for his contri bution.

(b)File the said certificate in the Department of Revenue and Taxation, in a book to be kept for that purpose open to public inspection. COL120106 CH. 27 L IMITED PARTNERSHIPS

(2)A limited partnership is formed if there has been substantial compliance in good faith with the requirements of paragraph

(1)of this section.