Winter v. Beale, Lynch & Co.

While limited partnerships are creatures of statute, the purpose of recording the limited partnership "is to acquaint third persons dealing with the partnership with its status. Hence, when neither the rights of third parties nor a partner’s claim of limited liability is involved, failure to record the certificate cannot affect the existence of a limited partnership insofar as the partners, inter se, are concerned” (Peerless Mills v American Tel. & Tel. Co., 527 F2d 445, 449, n 1). Similarly, failure to amend a limited partnership certificate does not affect the limited partnership status of…