42:2A-19. Execution of certificate

Execution of certificate. Each certificate required by this article to be filed in the office of the Secretary of State shall be executed in the following manner:

a. An original certificate of limited partnership must be signed by all general partners;

b. A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner. If there is no existing general partner, a certificate of amendment must be signed by each person designated in the amended certificate as a new general partner;

c. A certificate of cancellation must be signed by all general partners. If there is no existing general partner, a certificate of cancellation must be signed by:

(1) All limited partners; or

(2) Any limited partner after the 90th day following the withdrawal of the last general partner; or

(3) Any limited partner within 90 days after an event of withdrawal of the last general partner, provided that the limited partners have determined not to continue the business of the partnership and not to appoint a new general partner pursuant to section 50 of P.L. 1983, c. 489 (C. 42:2A-51) and the partnership agreement, and the certificate of cancellation contains a representation to that effect; and

d. (Deleted by amendment, P.L. 1988, c. 130.)

e. The execution of any of the foregoing certificates constitutes an affirmation under the penalties of perjury that the statements made therein are true.

L. 1983, c. 489, s. 18; amended 1988,c.130,s.8.