Kentucky Statutes 362.2-204 – Signing of records
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(1) Each record delivered to the Secretary of State for filing pursuant to this subchapter shall be signed in the following manner:
(a) An initial certificate of limited partnership shall be signed by all general partners listed in the certificate.
(b) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership shall be signed by all general partners listed in the certificate.
(c) An amendment designating as general partner a person admitted under KRS
362.2-803(3)(b) following the dissociation of a limited partnership’s last general partner shall be signed by that person.
(d) An amendment required by KRS § 362.2-803(3) following the appointment of a person to wind up the dissolved limited partnership’s activities shall be signed by that person.
(e) Any other amendment shall be signed by:
1. At least one (1) general partner listed in the certificate;
2. Each other person designated in the amendment as a new general partner; and
3. Each person that the amendment indicates has dissociated as a general partner, unless:
a. The person is deceased, or a guardian or general conservator has been appointed for the person and the amendment so states; or
b. The person has previously delivered to the Secretary of State for filing a statement of dissociation.
(f) A restated certificate of limited partnership shall be signed by at least one (1) general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate shall be signed in a manner that satisfies that paragraph.
(g) A statement of cancellation shall be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, then by the person appointed pursuant to KRS § 362.2-803(3) or (4) to wind up the dissolved limited partnership’s activities.
(h) Articles of conversion shall be signed by each general partner listed in the certificate of limited partnership.
(i) Articles of merger shall be signed as provided in KRS § 362.2-958(1).
(j) Any other record delivered on behalf of a limited partnership to the Secretary of State for filing shall be signed by at least one (1) general partner listed in the certificate.
(k) A statement by a person pursuant to KRS § 362.2-605(4) stating that the person has dissociated as a general partner shall be signed by that person.
(l) A statement of withdrawal by a person pursuant to KRS § 362.2-306 shall be
signed by that person.
(m) A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing shall be signed by at least one (1) general partner of the foreign limited partnership.
(n) Any other record delivered on behalf of any person to the Secretary of State for filing shall be signed by that person.
(2) Any person may sign by an attorney in fact any record to be filed pursuant to this subchapter.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 108, effective July 12, 2006.
(a) An initial certificate of limited partnership shall be signed by all general partners listed in the certificate.
Terms Used In Kentucky Statutes 362.2-204
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Attorney: means attorney-at-law. See Kentucky Statutes 446.010
- Certificate of limited partnership: means the certificate required by KRS §. See Kentucky Statutes 362.2-102
- Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
- General partner: means :
(a) With respect to a limited partnership, a person that:
1. See Kentucky Statutes 362.2-102 - Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Partner: means a limited partner or general partner. See Kentucky Statutes 362.2-102
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Kentucky Statutes 362.2-102
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Kentucky Statutes 362.2-102
- State: means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See Kentucky Statutes 362.2-102
(b) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership shall be signed by all general partners listed in the certificate.
(c) An amendment designating as general partner a person admitted under KRS
362.2-803(3)(b) following the dissociation of a limited partnership’s last general partner shall be signed by that person.
(d) An amendment required by KRS § 362.2-803(3) following the appointment of a person to wind up the dissolved limited partnership’s activities shall be signed by that person.
(e) Any other amendment shall be signed by:
1. At least one (1) general partner listed in the certificate;
2. Each other person designated in the amendment as a new general partner; and
3. Each person that the amendment indicates has dissociated as a general partner, unless:
a. The person is deceased, or a guardian or general conservator has been appointed for the person and the amendment so states; or
b. The person has previously delivered to the Secretary of State for filing a statement of dissociation.
(f) A restated certificate of limited partnership shall be signed by at least one (1) general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate shall be signed in a manner that satisfies that paragraph.
(g) A statement of cancellation shall be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, then by the person appointed pursuant to KRS § 362.2-803(3) or (4) to wind up the dissolved limited partnership’s activities.
(h) Articles of conversion shall be signed by each general partner listed in the certificate of limited partnership.
(i) Articles of merger shall be signed as provided in KRS § 362.2-958(1).
(j) Any other record delivered on behalf of a limited partnership to the Secretary of State for filing shall be signed by at least one (1) general partner listed in the certificate.
(k) A statement by a person pursuant to KRS § 362.2-605(4) stating that the person has dissociated as a general partner shall be signed by that person.
(l) A statement of withdrawal by a person pursuant to KRS § 362.2-306 shall be
signed by that person.
(m) A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing shall be signed by at least one (1) general partner of the foreign limited partnership.
(n) Any other record delivered on behalf of any person to the Secretary of State for filing shall be signed by that person.
(2) Any person may sign by an attorney in fact any record to be filed pursuant to this subchapter.
Effective: July 12, 2006
History: Created 2006 Ky. Acts ch. 149, sec. 108, effective July 12, 2006.