Ss984 - Transmittal Information For All Business Filings (Page 3 of 3) in pdf

INSTRUCTIONS AND LOUISIANA PARTNERSHIP REGISTRY LAW

1. Attach a multiple original signed by all partners or a notarized copy of the partnership contract or amendment.

2. A copy of the contract of partnership certified by the Secretary of State, shall be filed with recorder of

mortgages of the parish in which the partnership maintains its principal place of business.

3. This registration does not serve as a trade name registration.

3402.

Filing

The contract of partnership or a multiple original thereof, duly executed by the partners, or a certified copy thereof, or

statements submitted by foreign partnerships in accordance with R.S. 9:3421, et seq. shall be filed for registry with the

Secretary of State in accordance with the provisions of this Chapter to affect third persons as provided by Civil Code Articles

2806 and 2841 or when the parties choose to comply with the provisions of this Chapter.

3403.

Contract of Partnership: required content

A contract of partnership filed for registry with the Secretary of State shall contain the name of the partnership, the municipal

address of its principal place of business in this state, and the name and municipal address of each partner, including

partners in commendam, if any.

3404.

Contract amendment

An amendment to a contract of partnership shall be filed for registry in the same manner as an original contract of partnership.

Until filed for registry, such amendment shall not be effective as to third persons. An amendment to a contract of partnership

that is not registered with the Secretary of State shall be accompanied by an original copy of the contract of partnership or a

certified copy, and all previous amendments.

3405.

Registration; endorsement; issuance of certificate; effect

When all fees have been paid, the Secretary of State shall register the contract of partnership, or multiple original, or a

certified copy or the statement of a foreign partnership, in the Central Registry for Contracts of Partnership created for that

purpose, endorse on all documents delivered the month, day, year and hour of filing, and shall issue a certificate of registry

certifying that the contract of partnership or statement of the partnership is filed and registered. The certificate of registry

shall be conclusive evidence of due registration. A contract, statement or amendment that is duly registered is deemed

registered as of the time of filing.

3406. Recorder of mortgages; filings

A multiple original of the contract of partnership or a copy certified by the Secretary of State and a copy of the certificate of

registry shall be filed for registry with the recorder of mortgages of the parish in which the partnership maintains its principal

place of business. Failure to file these documents with the recorder of mortgages as provided by this Section shall not affect

the title of immovable property as being in the partnership or the status of a partner in commendam or a limited partner.

3407. Delivery in advance of effective date

Prior to its effective date, a contract of partnership or a statement of a foreign partnership may be delivered to the Secretary of

State for filing and registration on any specified month, day, year and hour on or before the thirtieth day after the day of

delivery.

3408. Filing within five days of execution; effect

A contract of partnership or a statement of a foreign partnership filed for registry with the Secretary of State within five days of

execution exclusive of legal holidays, is deemed filed for registry on the month, day, year and hour of execution.

Section 2. The provisions of the Act shall not divest already vested rights or impair the obligation of contracts in

existence on the effective date of this Act.

The provisions of this Act shall apply to all partnerships, whether created prior to, on, or subsequent to the effective date of

this Act; provided that the lack of compliance with the provisions of this Act shall not affect the ownership of immovable

property owned by the partnership on the effective date of this Act or limitations in existence on the effective date of this Act

on the liability of partners in commendam, or limited partners.

Ss984 - Transmittal Information For All Business Filings Page 3

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