§ 50-73.15. (Effective until April 1, 2009) Execution of certificates
A. Each certificate required or permitted by this article to be filed as specified in §§ 50-73.11 through 50-73.13 and articles of merger referred to in § 50-73.48:3 shall be executed in the following manner:
1. An initial certificate of limited partnership and an amended and restated certificate of limited partnership pursuant to § 50-73.77 shall be signed by all general partners;
2. A certificate of amendment shall be signed by (i) at least one general partner and by each other general partner designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation as provided in § 50-73.13, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, each liquidating trustee;
3. A certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and
4. The articles of merger shall be signed by at least one general partner.
B. Every person executing a document shall sign it and state beneath or opposite his signature his name and the capacity in which he executes the document. Any signature may be a facsimile. Any person may sign a certificate by an attorney-in-fact.
C. The execution of a certificate or statement by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
D. The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof.
(1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441; 2007, c. 631.)
§ 50-73.15. (Effective April 1, 2009) Execution of documents.
A. Certificates and articles required or permitted by this chapter to be filed with the Commission by a limited partnership shall be executed in the following manner:
1. An initial certificate of limited partnership and an amended and restated certificate of limited partnership pursuant to § 50-73.77 shall be signed by all general partners;
2. A certificate of amendment shall be signed (i) by at least one general partner and by each other general partner designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, by each liquidating trustee;
3. A certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and
4. The articles of merger shall be signed by at least one general partner.
B. Every person executing a document required or permitted by this chapter to be filed with the Commission shall sign it and set forth beneath or opposite his signature his name and the capacity in which he executes the document. A signature on any document filed under this chapter may be a facsimile. Any person may sign a certificate by an attorney-in-fact.
C. The execution of a certificate or statement by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
D. The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof.
(1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441; 2007, c. 631; 2008, c. 586.)
Sections: Previous 50-73.11:1 50-73.11:2 50-73.11:3 50-73.11:4 50-73.12 50-73.13 50-73.14 50-73.15 50-73.16 50-73.17 50-73.18 50-73.19 50-73.20 50-73.21 50-73.22 NextLast modified: April 16, 2009