2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND FILINGS (§§ 61-3-201 — 61-3-211) › Section 61-3-203 - Signing of records to be delivered for filing to secretary of state

(a)
The following records 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 §
61-3-801(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 §
61-3-802(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 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 to any other record under this subsection (a), the certificate must be signed in a manner that satisfies the applicable subdivision;
(7)
A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to §
61-3-802(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 §
61-3-605(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 §
61-3-306
must be signed by that person; and
(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, including an attorney in fact. An authorization, including a power of attorney, to sign any record or to enter into a partnership agreement or amendment of the partnership agreement 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. 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.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.