Section 209. Certificate of Existence or Authorization

(a) The [Secretary of State], upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the [office of the Secretary of State] show that the [Secretary of State] has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence must state:

(1) the limited partnership’s name;

(2) that it was duly formed under the laws of this State and the date of formation;

(3) whether all fees, taxes, and penalties due to the [Secretary of State] under this [Act] or other law have been paid;

(4) whether the limited partnership’s most recent annual report required by Section 210 has been filed by the [Secretary of State];

(5) whether the [Secretary of State] has administratively dissolved the limited partnership;

(6) whether the limited partnership’s certificate of limited partnership has been amended to state that the limited partnership is dissolved;

(7) that a statement of termination has not been filed by the [Secretary of State]; and

(8) 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 a certificate of authorization for a foreign limited partnership if the records 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 adopted under Section 905(a) for use in this State;

(2) that it is authorized to transact business in this State;

(3) whether all fees, taxes, and penalties due to the [Secretary of State] under this [Act] or other law have been paid;

(4) whether the foreign limited partnership’s most recent annual report required by Section 210 has been filed by the [Secretary of State];

(5) that the [Secretary of State] has not revoked its certificate of authority and has not filed a notice of cancellation; 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 business in this State.

Comment

Source – ULLCA Section 208.

A certificate of existence can reveal only information present in the public record, and under this Act significant information bearing on the status of a limited partnership may be outside the public record. For example, while this Act provides for a limited partnership to have a perpetual duration, Section 104(c), the partnership agreement may set a definite term or designate particular events whose occurrence will cause dissolution. Section 801(1). Dissolution is also possible by consent, Section 801(2), and, absent a contrary provision in the partnership agreement, will at least be at issue whenever a general partner dissociates. Section 801(3). Nothing in this Act requires a limited partnership to deliver to the filing officer for filing a record indicating that the limited partnership has dissolved.

A certificate of authorization furnished under this section is different than a certificate of authority filed under Section 904.