§ 10-204. Execution of certificates

   (a) Signatories. -- Each certificate or articles required by this subtitle to be filed with the Department shall be executed in the following manner:

   (1) The certificate of limited partnership, articles of conversion to a limited partnership, and articles of conversion to an other entity must be signed by all general partners or, in the case of articles of conversion to a limited partnership, by any person authorized to execute the certificate on behalf of the other entity;

   (2) A certificate of amendment under § 10-202 of this subtitle must be signed by at least one general partner and by each other general partner designated in the certificate of amendment as a new general partner or a withdrawing general partner;

   (3) A certificate of cancellation under § 10-203 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners; and

   (4) A certificate of reinstatement under § 10-214 of this subtitle must be signed by all general partners, or, if there is no general partner, by a majority of the limited partners.

(b) Power of attorney. -- Any person may sign any certificate or partnership agreement or amendment to the certificate or agreement by an attorney in fact. Powers of attorney relating to the signing of a certificate, partnership agreement, or amendment by an attorney in fact need not be sworn to, verified or acknowledged, and need not be filed with the Department.

(c) Affirmation of truth. -- The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

HISTORY: 1981, ch. 801, § 2; 1983, ch. 507; 1988, ch. 550; 1995, ch. 295; 2007, ch. 5, § 7; 2013, ch. 527, § 2; ch. 528, § 2.