2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 7 - Limited Partnerships › Subchapter II - Formation; Certificate of Limited Partnership and Other Filings › § 29–702.04. Signing of records

§ 29–702.04. Signing of records.
(a) Each record delivered to the Mayor for filing pursuant to this chapter shall be signed in the following manner:
(1) An initial certificate of limited partnership shall be signed by all general partners listed in the certificate.
(2) 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.
(3) An amendment designating as general partner a person admitted under § 29-708.01(3)(B) following the dissociation of a limited partnership’s last general partner shall be signed by that person.
(4) An amendment required by § 29-708.03(c) following the appointment of a person to wind up the dissolved limited partnership’s activities or affairs shall be signed by that person.
(5) Any other amendment shall be signed by:
(A) At least one 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 Mayor for filing a statement of dissociation.
(6) A restated certificate of limited partnership shall be signed by at least one 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.
(7) A statement of termination shall be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to § 29-708.03(c) or (d) to wind up the dissolved limited partnership’s activities or affairs.
(8) Articles of merger shall be signed as provided in § 29-710.04(a).
(9) Any other record delivered on behalf of a limited partnership to the Mayor for filing shall be signed by at least one general partner listed in the certificate.
(10) A statement by a person pursuant to § 29-706.05(a)(4) stating that the person has dissociated as a general partner shall be signed by that person.
(11) A statement of withdrawal by a person pursuant to § 29-703.06 shall be signed by that person.
(12) A record delivered on behalf of a foreign limited partnership to the Mayor for filing shall be signed by at least one general partner of the foreign limited partnership.
(13) Any other record delivered on behalf of any person to the Mayor for filing shall be signed by that person.
(b) Any person may sign by an attorney in fact any record to be filed pursuant to this chapter.
(c) Each record delivered to the Mayor for filing pursuant to Chapter 2 of this title shall be signed by each general partner listed in the certificate of limited partnership.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(g)(3)(C), 59 DCR 13171.)
Section References
This section is referenced in § 29-701.07.
Effect of Amendments
The 2013 amendment by D.C. Law 19-210 substituted “activities or affairs” for “activities” in (a)(4) and (a)(7).
Editor's Notes
Uniform Law: This section is based on § 204 of the Uniform Limited Partnership Act (2001 Act).
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.