Filing Requirements

Section 171.45  Filing Requirements a)         All entities, other than natural persons, serving as general partners in limited partnerships must provide evidence of existence upon request of the Secretary of State.  The evidence shall be provided in the formats set forth in this subsection (a).  All other entities not specifically addressed shall provide proof of existence in the manner prescribed by this subsection that most appropriately applies to their entity format. 1)         Corporations, limited liability companies, limited partnerships and limited liability limited partnerships serving as general partners in limited partnerships or foreign limited partnerships shall provide either a Certificate of Existence or a Certificate of Good Standing duly authenticated by the proper officer from the state or country of domicile. 2)         General partnerships serving as general partners in limited partnerships shall provide a statement of information that includes the names of the partnership, the state of formation, the country of formation, the date of formation, the address at which the records of the partnership are kept, and the names and addresses of all partners.  The statement shall be sworn to, dated and executed by one of the general partners. 3)         Trusts serving as general partners in limited partnerships shall provide to the Secretary of State evidence of existence, including the name of the trust, the date of its creation, the name of all trustees, the state of location of the trust, and that the trust is currently in full force and effect.  The statement shall be dated and executed by a trustee. 4)         Estates serving as general partners in limited partnerships shall provide the Secretary of State evidence of existence by a copy of the relevant court order, dated and executed. b)         When filing its admission to transact business pursuant to ULPA Section 901, any foreign limited partnership shall submit an original certificate of existence issued by its state or jurisdiction of formation within the preceding 30 days.  The Department shall reject any proposed filing that does not contain the certificate of existence or good standing by the state or jurisdiction of formation. c)         Documents transmitted for filing electronically must include the name of the person making the submission.  The inclusion shall constitute the affirmation or acknowledgement of the person, under penalties of perjury, that the instrument is his or her act and deed or the act and deed of the limited liability company, as the case may be, and that the facts stated in the submission are true.  Compliance with this Section shall satisfy the signature requirements of ULPA Section 204, which shall otherwise apply.