Certificate of Limited Partnership

V.S.A. tit. 11, ch. 23, subch. 2

in effect

11 V.S.A. § 3411 Certificate of limited partnership

3411. Certificate of limited partnership (a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the Office of the Secretary of State. The certificate shall set forth: (1) the name of the limited partnership; (2) the address of the office and the name, email, and address information of the agent for service of process required to be maintained by section 3404 of this title; (3) the name and the business address of each general partner, and of any other principal the limited partnership provides; (4) the name and the business address of each limited partner and the amount of cash and a description of and the agreed value of other property contributed by each limited partner; (5) the latest date upon which the limited partnership is to dissolve; and (6) any other matters the general partners determine to include therein. (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2025, No. 10, § 6, eff. July 1, 2025.

11 V.S.A. § 3412 Amendment to certificate

3412. Amendment to certificate (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate shall set forth: (1) the name of the limited partnership; (2) the date of filing the original certificate; and (3) the amendment to the certificate. (b) Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed: (1) the admission of a new general partner; (2) the withdrawal of a general partner; or (3) the continuation of the business under section 3471 of this title after an event of withdrawal of a general partner. (c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate. (d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine. (e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the 30-day period specified in subsection (b). (f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3413 Cancellation of certificate

3413. Cancellation of certificate A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth: (1) the name of the limited partnership; (2) the date of filing of its original certificate of limited partnership; (3) the reason for filing the certificate of cancellation; (4) the effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and (5) any other information the general partners filing the certificate determine. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3414 Execution of certificates

3414. Execution of certificates (a) Each certificate required by this subchapter to be filed in the Office of the Secretary of State shall be executed in the following manner: (1) an original certificate of limited partnership must be signed by all general partners; (2) a certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and (3) a certificate of cancellation must be signed by all general partners. (b) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission. (c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3415 Execution by judicial act

3415. Execution by judicial act If a person required by section 3414 of this title to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the Superior Court for the county where the limited partnership has its principal place of business or, if it has no principal place of business in this State, then the county where the office required to be maintained by section 3404 of this title is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3416 Filing in Office of Secretary of State

3416. Filing in Office of Secretary of State (a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he or she shall: (1) endorse on each duplicate original the word “Filed” and the day, month, and year of the filing thereof; (2) file one duplicate original in his or her office; and (3) return the other duplicate original to the person who filed it or his or her representative. (b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the Office of the Secretary of State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is canceled. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3417 Liability for false statement in certificate

3417. Liability for false statement in certificate If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) any person who executes the certificate, or causes another to execute it on his or her behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and (2) any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under section 3415 of this title. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3418 Scope of notice

3418. Scope of notice The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners and the persons designated therein as limited partners, if any are so designated, are limited partners, but it is not notice of any other fact. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3419 Delivery of certificates to limited partners

3419. Delivery of certificates to limited partners Upon the return by the Secretary of State pursuant to section 3416 of this title of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3420 Fees

3420. Fees (a) The Secretary of State shall collect the following fees when a document described in this section is delivered to the Office of the Secretary of State for filing: (1) Certificate of Limited Partnership | $130.00 (2) Registration of Foreign Limited Partnership | $155.00 (3) Amendment – Domestic | $35.00 (4) Cancellation | $25.00 (5) Merger | $65.00 (6) Statement of change of designated agent or designated office, or both | $35.00 not to exceed $1,000.00 per filer per calendar year (7) Application for certificate of good standing | $35.00 (8) Any other document permitted or required to be filed by this chapter | $20.00 (9) Amendment – Foreign | $35.00 (10) Name reservation, application | $20.00 (11) Name reservation, transfer | $20.00 (12) Restated certificate of limited partnership | $20.00 (b) The Secretary of State shall collect the following fees: (1) $25.00 each time process is served on the Secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding. (2) $25.00 for the certificate certifying the copy of any filed document related to a partnership, limited liability partnership, or a foreign limited liability partnership. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2003, No. 70 (Adj. Sess.), § 14, eff. March 1, 2004; 2013, No. 72, § 8; 2023, No. 77, § 39, eff. June 20, 2023.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/023Fetched: 10/21/2026