Execution of certificates

(a) Each certificate required by this article to be filed in the office of the Secretary of State must be executed, in such form as may be prescribed by the Secretary of State, in the following manner: (1) An original certificate of limited partnership must be signed by all general partners; (2) A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; (3) A certificate of cancellation must be signed by all general partners; and (4) A certificate of merger must be executed by at least one general partner of any surviving limited partnership. (b) Any person may sign a certificate by an attorney in fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission. (Code 1981, § 14-9-204, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1989, p. 931, § 4; Ga. L. 1996, p. 787, § 8.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section prescribes the manner of execution of certificates of limited partnership, amendment, cancellation and merger. 986 14-9-205 Prior Georgia Law Section 14-9A-26 requires that amendments be signed and sworn to by all members. Comparison With Official RULPA The criminal penalty for false execution was deleted from RULPA because of questions whether the penalty could be imposed without formal acknowledgement (see O.C.G.A. Section 16-10-71). Deletion of this penalty is consistent with elimination of penalties for erroneous certificates (see Comment to Section 14-9-202). Cross-References Informality of the partnership agreement does not affect validity of an instrument executed on behalf of the partnership by a partner: § 14-8-4(g). Execution by order of court: § 14-9-205. Filing of executed certificates: § 14-9-206.