Tennessee § 61-2-204 - Execution generally.

§ 61-2-204. Execution generally.

Each certificate required by this part to be filed with the secretary of state shall be executed in the following manner: An initial certificate of limited partnership must be signed by all general partners; A certificate of amendment must be signed by at least one (1) general partner and by each other general partner designated in the certificate of amendment as a new general partner, but if the certificate of amendment reflects the withdrawal of a general partner as a general partner, it need not be signed by that former general partner; A certificate of cancellation must be signed by all general partners or, if the general partners are not winding up the limited partnership's affairs, then by all liquidating trustees; provided, however, that if the limited partners are winding up the limited partnership's affairs, a certificate of cancellation need be signed only by a majority of the limited partners; If a domestic limited partnership is filing a certificate of merger, the certificate of merger must be signed by at least one (1) general partner of the domestic limited partnership, or if the certificate of merger is being filed by an other business entity (as defined in § 61-2-211(a)), the certificate of merger must be signed by a person authorized by such other business entity; and All other certificates must be signed by at least one (1) general partner. Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof must be in writing, but need not be sworn to, verified or acknowledged, and need not be filed in the office of the secretary of state, but if in writing, must be retained by a general partner. The execution of a certificate by a general partner constitutes an oath or affirmation, under the penalties of perjury, that, to the best of the general partner's knowledge and belief, the facts stated therein are true. Acts 1988, ch. 922, § 1; 1989, ch. 270, §§ 14-18; 2011, ch. 99, § 20. Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 6-1001.