50-73.15 - Execution of documents; penalty. - Virginia Statutes

§ 50-73.15. Execution of documents; penalty.

A. Certificates and articles required or permitted by this chapter to befiled with the Commission by a limited partnership shall be executed in thefollowing manner:

1. An initial certificate of limited partnership and an amended and restatedcertificate of limited partnership pursuant to § 50-73.77 shall be signed byall general partners;

2. A certificate of amendment shall be signed (i) by at least one generalpartner and by each other general partner designated in the certificate as anew general partner or (ii) after the dissolution of a limited partnershipbut before the filing of a certificate of cancellation, if all generalpartners have withdrawn or if the general partners named in the certificateof limited partnership are not winding up the affairs of the limitedpartnership, by each liquidating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 limitedpartnership, then by all liquidating trustees or a majority of the limitedpartners; and

4. Articles of merger shall be signed by at least one general partner.

B. Every person executing a document required or permitted by this chapter tobe filed with the Commission shall sign it and set forth beneath or oppositehis signature his name and the capacity in which he signs. A signature on anydocument filed under this chapter may be a facsimile. Any person may sign acertificate by an attorney-in-fact.

C. It shall be unlawful for any person to sign a document he knows is falsein any material respect with intent that the document be delivered to theCommission for filing. Any person who violates the provisions of thissubsection shall be guilty of a Class 1 misdemeanor.

D. The acknowledgment before July 1, 1981, of a certificate or amendedcertificate of limited partnership, not false or misleading in any materialrespect, shall be deemed substantial compliance in good faith with anyrequirement that the certificate or amended certificate be signed or swornto. 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; 2010, c. 675.)