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Certificate of Limited Partnership Interest - Excel

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Certificate of Limited Partnership Interest - Excel Powered By Docstoc
					                                                                Prescribed by:                                            Expedite this Form: (Select One)
                                                   The Ohio Secretary of State                                            Mail Form to one of the Following:
                                                  Central Ohio: (614) 466-3910                                                           PO Box 1390
                                                                                                                                  Yes
                                          Toll Free: 1-877-SOS-FILE (1-877-767-3453)                                                     Columbus, OH 43216
                                                                                                                             *** Requires an additional fee of $100 ***
 www.sos.state.oh.us                                                                                                                     PO Box 670
                                                                                                                                  No
e-mail: busserv@sos.state.oh.us                                                                                                          Columbus, OH 43216

                           Application for Registration of a Registered Partnership
                                          Having Limited Liability or
                                      Certificate of Limited Partnership
                                                             (Domestic or Foreign)
                                                               Filing Fee $125.00

THE UNDERSIGNED DESIRING TO FILE A:
(CHECK ONLY ONE (1) BOX)
(1) Certificate of Limited Partnership                                                   (2) Application for Registration of a
      Domestic (141-CLP)                                                                     Registered Partnership Having Limited Liability
      Foreign (104-LPF)                                                                        Domestic        Foreign
                                    (Home State)               (Date of Organization)            (105-PLL)            (105-PLF)                    (State)

                                    ORC 1782                                                                           ORC 1775.61 (A)



Complete the general information in this section for the box checked above.

The Name of the
Partnership Shall Be

   Check here if additional provisions are attached



Complete the information in this section if Domestic or Foreign is checked in box (1).

The Address of the
principal place of
business of the partnership shall be
                                                               (Street)



                                                               (City)                                 (State)                      (Zip Code)


The Name and Business or Residence Address of each
GENERAL PARTNER is
                        (Name)                                                                   (Address)




                                         (If insufficient space to cover this item, please attach additional sheet)




    531                                                                   Page 1 of 5                                                   Last Revised: May 2002
Complete the information in this section if box (1) or (2) is checked.

The above stated hereby appoints the following as its Statutory Agent

The Name & Address of a
Statutory Agent for Service of Process                                 (Name)


in Ohio is
                                                                       (Street)                    NOTE: P.O. Box Addresses are NOT acceptable.


                                                                                                                 Ohio
                                                                       (City)                                    (State)            (Zip Code)


The entity above irrevocably consents to service of process on the agent listed above as long as the authority of the
agent continues, and to service of process upon the OHIO SECRETARY OF STATE if:

            A. the agent cannot be found or
            B. the above listed fails to designate another agent when required to do so, or
            C. the above stated registration to do business in Ohio expires or is cancelled.

                                                               ACCEPTANCE OF APPOINTMENT

                                (Agent must sign Acceptance of Appointment if Domestic is checked in box 1.)

The Undersigned,                                                                                                                    ,named herein as the

Statutory agent for,                                                                                           , hereby acknowledges and
accepts the appointment of statutory agent for said entity.

                                                     Signature:
                                                                                                (Statutory Agent)



Complete the information in this section if Foreign is checked in box (1).

The Address of the
Foreign Partnership                    (Street)
in the State or Country
of Formation
                                       (City)                                            (State or Country)                         (Zip Code)


(If the foreign limited partnership is not required to maintain an office in its state of formation, please indicate this fact in
this space)


The address of the office where a list of the names and business or residence addresses of the limited partnership and
their capital contributions is to be maintained until the registration of the foreign limited partnership is cancelled or
withdrawn is


                                       (Street)



                                       (City)                                            (State or Country)                         (Zip Code)




      531                                                                         Page 2 of 5                                                    Last Revised: May 2002
Complete the information in this section if box (2) is checked.

Please complete the following appropriate section (either item A or B)

(A) The Address of the Partnership's
    Principal Office in Ohio is                                          (Street)                   NOTE: P.O. Box Addresses are NOT acceptable.


                                                                                                                  Ohio
                                                                         (City)                                  (State)            (Zip Code)

            If the partnership does not have a principal office in Ohio, then item B must be completed.

(B) The Address of the Partnership's
   Office is                                                             (Street)                   NOTE: P.O. Box Addresses are NOT acceptable.



                                                                         (City)                                  (State)            (Zip Code)

The business which the partnership engages in is




The effective date shall be
                                                   (Date)
(If a date is specified, the date must be a date on or after the date of filing; the effective date of the application cannot be
earlier than the date of filing, if no date is specified, the date of filing will be the effective date of the application.)




Follow these signature instructions in this section if an item in box (1) is checked.

(Domestic) Certificate must be signed by all general partners.
(Foreign) This application is to be signed by a general partner of the limited partnership.



Follow these signature instructions in this section if an item in box (2) is checked.

The registration application must be executed by a majority in interest of the partners or by one or more partners
authorized by the partnership to execute the registration application.


         REQUIRED
Must be authenticated (signed)
by an authorized representative
      (See Instructions)                                                 Authorized Representative                                    Date

                                                                         Print Name




                                                                         Authorized Representative                                    Date

                                                                         Print Name




      531                                                                           Page 3 of 5                                         Last Revised: May 2002
             Instructions for Registration of a Registered Partnership
Follow these signature instructions in this section if an item in box (1) is checked.

(Domestic)

 1. Pursuant to ORC 1782.02, the name of the limited partnership must include the words "Limited Partnership",
    L.P.", "Limited", or "Ltd.', and shall NOT contain the name of a limited partner unless either of the following are true:
       a. it is also the name of a general partner;
       b. the business of the limited partnership had been carried on under
           that name before the admission of that limited partner.

 2. Pursuant to ORC 1782.01(H), a limited partnership must be created by a minimum of two persons. The
    certificate must be signed by all General Partners.

(Foreign)

    Before transacting business in this state, a foreign limited partnership shall register with the secretary of state.
    In order to register, a foreign limited partnership shall submit to the secretary of state an application for
    registration as a foreign limited partnership. This application shall be in a form prescribed by the secretary of
    state, shall be signed by a general partner, and shall set forth all the following:

(A) The name and date of this formation;

(B) The state and date of its formation;

(C) The name and address of any agent for service of process on the foreign limited partnership whom the foreign
    limited partnership elects to appoint. The agent shall be an individual who is a resident of this state, a domestic
    corporation, or a foreign corporation having a place of business in, and authorized to do business in, this state.

(D) The address of the office required to be maintained in the state of its organization by the laws of that state or, the
    principal office of the foreign limited partnership;

(E) The names and business or residence addresses of the general partners;

(F) The address of the office at which is kept a list of the names and business or residence addresses of the limited
    partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep
    those records until the registration of the foreign limited partnership in this state is canceled or withdrawn.

Follow these signature instructions in this section if an item in box (2) is checked.

    Name of the registered partnership having limited liability must contain the words "registered partnership having limited
    liability" or "limited liability partnership" or the abbreviation "P.L.L.," "PLL," "L.L.P.," or "LLP" as the last words or letters of
    its name, ORC. 1775.62

 2. The registration application must be executed by a majority in interest of the partners or by one or more partners
    authorized by the partnership to execute the registration application. ORC. 1775.61(C)

(Domestic)

 1. The name of the partnership;

 2. The address of the partnership's principal office, or, if the partnership's principal office is not located in this state, the
    address of the partnership office filing for registration and the name and address of a statutory agent for service of
    process within this state;

 3. A brief statement of the business in which the partnership engages;
Follow these signature instructions in this section if an item in box (2) is checked.

(Domestic Cont.)

 4. A statement indicating that the partnership is applying for status as a limited liability partnership;

 5. The effective date of the registration, which date may be on or after the date of the filing of the registration application.

(A) Every partnership filing a registration application whose principal place of business is not in this state shall have and
    maintain a statutory agent upon whom any process, notice, or demand may be served.

(Foreign)

(A) Before transacting business in this state, a foreign limited liability partnership shall file a registration application with
    the secretary of state. The application shall be on a form prescribed by the secretary of state and shall set forth only the
    following information:

 1. The name of the partnership;

 2. The jurisdiction pursuant to the laws of which it was organized as a limited liability partnership;

 3. The address of its principal office or, if the partnership's principal office is not located in this state, the address of a
    registered office;

 4. The name and address of its agent for service of process in this state;

 5. A brief statement of the business in which the partnership engages.

				
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