(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state: (a) The name of the limited partnership, which must comply with section 53-2-108 , Idaho Code; (b) The information required by section 30-405 (1), Idaho Code; (c) The name and mailing address of each general partner; (d) Whether the limited partnership is a limited liability limited partnership; and (e) Any additional information required by part 11 of this chapter. (2) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in section 53-2-110 (2), Idaho Code, in a manner inconsistent with that section. (3) If there has been substantial compliance with subsection (1) of this section, subject to section 53-2-206 (3), Idaho Code, a limited partnership is formed when the secretary of state files the certificate of limited partnership. (4) Subject to subsection (2) of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger: (a) The partnership agreement prevails as to partners and transferees; and (b) The filed certificate of limited partnership, statement of dissociation, termination, or change or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
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