b. A certificate of limited partnership may also contain any other matters but may
not vary or otherwise affect the provisions specified in subsection 2 of section 45-10.2-12 in a manner inconsistent with that section.
2. A limited partnership is formed when the certificate of limited partnership is
filed with the secretary of state or on the date specified in the certificate of limited
partnership that is within ninety days after the filing of the certificate of limited
partnership with the secretary of state.
3. Subject to subdivision b of subsection 1, 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
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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