(a) Each certificate required by this part to be filed with the secretary of state shall be executed in the following manner:

Terms Used In Tennessee Code 61-2-204

  • 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-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and is so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required. See Tennessee Code 61-2-101
  • Partner: means a limited or general partner. See Tennessee Code 61-2-101
  • 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 agreement: means any agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See Tennessee Code 61-2-101
  • Person: means a natural person, a foreign or domestic partnership (whether general or limited), trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity. See Tennessee Code 61-2-101
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) An initial certificate of limited partnership must be signed by all general partners;
(2) 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;
(3) 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;
(4) 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
(5) All other certificates must be signed by at least one (1) general partner.
(b) 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.
(c) 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.
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