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California Corporations Code Section 15902.04

Legal Research Home > California Laws > Corporations Code > California Corporations Code Section 15902.04

15902.04.  (a) Each record delivered to the Secretary of State for
filing pursuant to this chapter must be signed in the following
manner:
   (1) An initial certificate of limited partnership must be signed
by all general partners listed in the certificate.
   (2) An amendment designating as general partner a person admitted
under paragraph (2) of subdivision (c) of Section 15908.01 following
the dissociation of a limited partnership's last general partner must
be signed by that person.
   (3) An amendment required by subdivision (c) of Section 15908.03
following the appointment of a person to wind up the dissolved
limited partnership's activities must be signed by that person.
   (4) Any other amendment must be signed by:
   (A) at least one general partner listed in the certificate of
limited partnership;
   (B) each other person designated in the amendment as a new general
partner; and
   (C) each person that the amendment indicates has dissociated as a
general partner, unless:
   (i) the person is deceased or a guardian or general conservator
has been appointed for the person and the amendment so states; or
   (ii) the person has previously delivered to the Secretary of State
for filing a certificate of dissociation.
   (5) A restated certificate of limited partnership must be signed
by at least one general partner listed in the certificate, and, to
the extent the restated certificate effects a change under any other
paragraph of this subdivision, the restated certificate must be
signed in a manner that satisfies that paragraph.
   (6) A certificate of cancellation must be signed by all general
partners listed in the certificate of limited partnership or, if the
certificate of limited partnership of a dissolved limited partnership
lists no general partners, by the person appointed pursuant to
subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved
limited partnership's activities.
   (7)  Certificates of conversion must be signed as provided in
subdivision (b) of Section 15911.06.
   (8)  Certificates of merger must be signed as provided in
subdivision (a) of Section 15911.14.
   (9) Any other record delivered on behalf of a limited partnership
to the Secretary of State for filing must be signed by at least one
general partner listed in the certificate of limited partnership.
   (10) A certificate of dissociation by a person pursuant to
paragraph (4) of subdivision (a) of Section 15906.05 stating that the
person has dissociated as a general partner must be signed by that
person.
   (11) A certificate of withdrawal by a person pursuant to Section
15903.06 must be signed by that person.
   (12) A record delivered on behalf of a foreign limited partnership
to the Secretary of State for filing must be signed by at least one
general partner of the foreign limited partnership.
   (13) Any other record delivered on behalf of any person to the
Secretary of State for filing must be signed by that person.
   (b) Any person may sign by an attorney in fact any record to be
filed pursuant to this chapter.
   (c) The Secretary of State shall not be required to verify that
the person withdrawing or dissociating was ever actually named in an
official filing as a general or limited partner.

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Last modified: March 17, 2014