(a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section.

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Terms Used In Alabama Code 10A-9A-2.03

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • following: means next after. See Alabama Code 1-1-1
  • FOREIGN LIMITED PARTNERSHIP: means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. See Alabama Code 10A-9A-1.02
  • GENERAL PARTNER: means :
    (A) with respect to a limited partnership, a person that:
    (i) is admitted as a general partner under Section 10A-9A-4. See Alabama Code 10A-9A-1.02
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • partner: means a limited partner or general partner. See Alabama Code 10A-9A-1.02
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
  • writing: includes typewriting and printing on paper. See Alabama Code 1-1-1
(1) A limited partnership‘s initial certificate of formation must be signed by all general partners listed in the certificate of formation.
(2) An amendment 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 of formation.
(3) An amendment designating as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership’s last general partner must be signed by the person or persons so designated.
(4) Any other amendment must be signed by:

(A) at least one general partner; and
(B) each other person designated in the amendment as a new general partner.
(5) A restated certificate of formation must be signed by at least one general partner and, to the extent the restated certificate of formation effects a change under any other paragraph of this subsection, the restated certificate of formation must be signed in a manner that satisfies that paragraph.
(6) a statement of dissolution must be signed by all general partners or by the person or persons appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the dissolved limited partnership’s activities and affairs.
(7) A statement of conversion must be signed by each general partner of the limited partnership.
(8) A statement of merger must be signed by each general partner of the limited partnership.
(9) Any other writing delivered on behalf of a limited partnership for filing must be signed by at least one general partner.
(10) A statement of withdrawal by a person pursuant to Section 10A-9A-3.06 must be signed by that person.
(11) A writing 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.
(12) Any other writing delivered on behalf of any person for filing must be signed by that person.
(b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State.
(c) Any writing which is required in this chapter to be signed by a person need not be signed by any person:

(1) who is deceased or dissolved or for whom a guardian or general conservator has been appointed, if the record so states; or
(2) who has previously delivered for filing with the Secretary of State a statement of dissociation or withdrawal.
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