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2017 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 14 - Mississippi Uniform Limited Partnership Act
Article 2 - Formation; Certificate of Limited Partnership and Other Filings
§ 79-14-203. Signing of records to be delivered for filing to Secretary of State
Universal Citation: MS Code § 79-14-203 (2017)
- (a) A record delivered to the Secretary of State for filing pursuant to this chapter must be signed as follows:
- (1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
- (2) An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate.
- (3) An amendment to the certificate of limited partnership designating as general partner a person admitted under Section 79-14-801(a)(3)(B) following the dissociation of a limited partnership's last general partner must be signed by that person.
- (4) An amendment to the certificate of limited partnership required by Section 79-14-802(c) following the appointment of a person to wind up the dissolved limited partnership's activities and affairs must be signed by that person.
- (5) Any other amendment to the certificate of limited partnership must be signed by:
- (A) At least one (1) general partner listed in the certificate;
- (B) Each other person designated in the amendment as a new general partner; and
- (C) Each person that the amendment indicates has dissociated as a general partner, unless:
- (i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
- (ii) The person has previously delivered to the Secretary of State for filing a statement of dissociation.
- (6) A restated certificate of limited partnership must 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 must be signed in a manner that satisfies that paragraph.
- (7) A statement of dissolution must be signed by all general partners listed in the certificate of limited partnership or, if the limited partnership lists no general partners, by the person appointed pursuant to Section 79-14-802(c) or (d) to wind up the dissolved limited partnership's activities and affairs.
- (8) Any other record delivered by a limited partnership to the Secretary of State for filing must be signed by at least one (1) general partner listed in the certificate of limited partnership.
- (9) A statement by a person pursuant to Section 79-14-605(a)(3) stating that the person has dissociated as a general partner must be signed by that person.
- (10) A statement of negation by a person pursuant to Section 79-14-306 must be signed by that person.
- (11) Any other record delivered on behalf of a person to the Secretary of State for filing must be signed by that person.
- (b) Any record delivered for filing under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
- (c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
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