Mississippi Code
Article 2 - Formation; Certificate of Limited Partnership and Other Filings
§ 79-14-201. Formation of limited partnership; certificate of limited partnership

To form a limited partnership, a person must deliver a certificate of limited partnership to the Secretary of State for filing.
A certificate of limited partnership must state:
A certificate of limited partnership may contain statements as to matters other than those required by subsection (b), but may not vary or otherwise affect the provisions specified in Section 79-14-105(c) and (d) in a manner inconsistent with that section.
A limited partnership is formed when:
The certificate of limited partnership becomes effective:
At least two (2) persons have become partners;
At least one (1) person has become a general partner; and
At least one (1) person has become a limited partner.
Subject to subsection (b) 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 with filed articles of merger, or with a statement of conversion or domestication filed under the Mississippi Entity Conversion and Domestication Act:
The partnership agreement shall prevail as to partners and transferees; and
The filed document prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.

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