Corp. Code, § 15902.04 · Article 2. Formation; Certificate of Limited Partnership and Other Filings
Corp. Code, § 15902.04
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
(a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner:
(1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate.
(2) An amendment designating as general partner a person admitted under paragraph (2) of subdivision (c) of Section 15908.01 following the dissociation of a limited partnership’s last general partner must be signed by that person.
(3) An amendment required by subdivision (c) of Section 15908.03 following the appointment of a person to wind up the dissolved limited partnership’s activities must be signed by that person.
(4) Any other amendment must be signed by:
(A) at least one general partner listed in the certificate of limited partnership;
(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 certificate of dissociation.
(5) A restated certificate of limited partnership must 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 subdivision, the restated certificate must be signed in a manner that satisfies that paragraph.
(6) A certificate of cancellation must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of limited partnership of a dissolved limited partnership lists no general partners, by the person appointed pursuant to subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved limited partnership’s activities.
(7) Certificates of conversion must be signed as provided in subdivision (b) of Section 15911.06.
(8) Certificates of merger must be signed as provided in subdivision (a) of Section 15911.14.
(9) A certificate of correction shall be executed in the same manner in which the record being corrected was required to be executed.
(10) Any other record delivered on behalf of a limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate of limited partnership.
(11) A certificate of dissociation by a person pursuant to paragraph (4) of subdivision (a) of Section 15906.05 stating that the person has dissociated as a general partner must be signed by that person.
(12) A certificate of withdrawal by a person pursuant to Section 15903.06 must be signed by that person.
(13) A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership.
(14) Any other record delivered on behalf of any person to the Secretary of State for filing must 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) The Secretary of State shall not be required to verify that the person withdrawing or dissociating was ever actually named in an official filing as a general or limited partner.
Notes and commentary — not statutory text
History
Amended by Stats. 2014, Ch. 834, Sec. 24. (SB 1041) Effective January 1, 2015.
Source of truth
- Edition
- As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
- Official file
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=15902.04.
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