COMMONWEALTH OF KENTUCKY TREY GRAYSON, SECRETARY OF STATE _________________________________________________________________________________________________________________________ Division of Corporations Business Filings PO Box 718 Frankfort, KY 40602 (502) 564-3490 www.sos.ky.gov Certificate of Limited Partnership KNP (Domestic Business Entity) __________________________________________________________________________________________ Pursuant to the provisions of KRS 362, the undersigned applicant applies to register a certificate of limited partnership and for that purpose submits the following statement: A Kentucky limited partnership is formed pursuant to the Kentucky Uniform Limited Partnership Act (2006). 1. The name of the limited partnership is_______________________________________________________________. 2. The mailing address of the principal office of the limited partnership is: _________________________________________________________________________________________________ Street Address or Post Office Box Numbers City State Zip Code 3. The street address of the limited partnership’s initial registered office in Kentucky is: _________________________________________________________________________________________________ Street Address (No Post Office Box Numbers) City State Zip Code 4. The name of the initial registered agent at that office is __________________________________________________. 5 The name and street address of each general partner are: _________________________________________________________________________________________________ Name Street Address (No Post Office Box Numbers) City State Zip Code _________________________________________________________________________________________________ Name Street Address (No Post Office Box Numbers) City State Zip Code 6. The limited partnership elects to be a limited liability limited partnership. Check the box if applicable: 7. This application will be effective upon filing, unless a delayed effective date and/or time is provided. The effective date or the delayed effective date cannot be prior to the date the application is filed. The date and/or time is______________. (Delayed effective date and/or time) We declare under penalty of perjury under the laws of the state of Kentucky that the foregoing is true and correct. __________________________________________________________________________________________ Signature of Partner Printed Name Date __________________________________________________________________________________________ Signature of Partner Printed Name I, ___________________________________________, consent Print Name of Registered Agent Date to serve as the registered agent on behalf of the limited partnership. _________________________________________________________________________________________________________________________ Signature of Registered Agent Printed Name Date (08/10) American LegalNet, Inc. www.FormsWorkFlow.com FILING INSTRUCTIONS CERTIFICATE OF LIMITED PARTNERSHIP NAME The name of the limited partnership that is not a limited liability limited partnership shall contain the word “limited,” or the abbreviation “Ltd.,” or the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and it shall not contain the phrase “limited liability limited partnership” or the abbreviation “LLLP.” The name of a limited partnership that is a limited liability limited partnership shall contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and it shall not contain only “limited partnership” or the abbreviation of “L.P.” or “LP.” The name of the limited partnership shall be distinguishable upon the records of the Secretary of State from any name of record with the Secretary of State. PRINCIPAL OFFICE ADDRESS The principal office is the office (in or out of this state) so designated in writing with the Office of the Secretary of State where the principal designated office of the limited partnership is located. REGISTERED OFFICE AND REGISTERED AGENT The registered office of the limited partnership must be in Kentucky and maintain street address or other specific location (Highway, Rural Route, Building etc.) A post office box is insufficient for the registered office address. The registered agent shall be an individual resident of this Commonwealth, a Kentucky corporation, a Kentucky nonprofit corporation, a Kentucky limited liability company, a foreign corporation, a foreign nonprofit corporation, a foreign limited liability authorized to transact business in Kentucky. The company seeking formation shall not act as its own registered agent. The registered agents address must be identical with the registered office. CONSENT OF REGISTERED AGENT Unless the registered agent signs the certificate, the partnership must deliver with the certificate of limited partnership, the registered agent’s consent to the appointment. The registered agent must give written consent to act as agent on behalf of the limited partnership. If the registered agent is a corporation an officer or the chairman of the board of directors must sign on behalf of the corporation. If the registered agent is a limited liability company and management of the company is vested in one or more managers, a manager must sign on behalf of the limited liability company. If management of the company is vested in its members, a member must sign. The person signing on behalf of the business entity acting as agent must designate the title or capacity in which he or she signs. WHO MAY SIGN The document must be signed by all general partners listed on the initial certificate. NUMBER OF COPIES If filing via mail or in person, one exact or conformed copy of the documents with the filing fee must be submitted to the address below. To make a copy of the filing for delivery to the local county clerk’s office, visit www.sos.ky.gov and print a copy from the organization search tool. DOCUMENT DELIVERY All documents will be sent to the return address on the outer envelope. If no address is found, the documents will be sent to the principal office. If the applicant wishes for correspondence from the Office of the Secretary of State to be sent to someone other than those above, a request must be submitted in writing affirming that request. All other communication and notification shall follow the process prescribed in Kentucky Revised Statute. FILING FEE The filing fee is $40.00. Checks should be made payable to the "Kentucky State Treasurer." MAILING ADDRESS Trey Grayson Secretary of State P.O. Box 718 Frankfort, KY 40602-0718 OFFICE LOCATION Room 154, Capitol Building 700 Capital Avenue Frankfort, KY 40601 Hours of Operation: 8:00 AM-4:30 PM ET CONTACT INFORMATION AND NAME AVAILABILITY If you have any questions, need additional forms or wish to search for name availability, please feel free to visit our website at www.sos.ky.gov or call (502) 564-3490. FUTURE DOCUMENTATION REQUIREMENTS AND DEADLINES The business entity must file an annual report with the Secretary of State between January 1 and June 30 of the year following the calendar year in which the corporation was formed. Subsequent annual reports must be filed with the Secretary of State between January 1 and June 30 of the following calendar years. A statement of change of the registered agent and/or registered office address or principal office address must be filed with the Secretary of State whenever a change has occurred involving any of the above categories. Downloadable forms may be found on our website. (08/10) American LegalNet, Inc. www.FormsWorkFlow.com