HARRY HUGHES, Governor

3027

subdivision (2)(g) of § 24 of the prior uniform law did
require an amendment when the certificate contained a "false
or erroneous statement".) Subsection (c) is much like
previous § 10-124(e), except that it provides for an
effective date other than the date of filing if so desired.
Subsection (f) of previous § 10-124(f), which directed that
"the amended certificate shall thereafter be for all
purposes the certificate provided for in this title", was
omitted as superfluous.

10-203. CANCELLATION OF CERTIFICATE.

(A)  CONTENTS. A CERTIFICATE SHALL BE CANCELLED ON THE
DISSOLUTION AND THE COMMENCEMENT OF WINDING UP OF THE
PARTNERSHIP, OR AT ANY OTHER TIME THAT THERE ARE NO LIMITED
PARTNERS. A CERTIFICATE OF CANCELLATION SHALL BE FILED WITH
THE DEPARTMENT AND SET FORTH:

(1)  THE NAME OF THE LIMITED PARTNERSHIP;

(2)  THE DATE OF FILING OF THE INITIAL
CERTIFICATE AND EACH AMENDMENT THERETO;

(3)  THE REASON FOR FILING THE CERTIFICATE OF
CANCELLATION;

(4)  THE EFFECTIVE DATE (WHICH SHALL BE A DATE
CERTAIN) OF CANCELLATION IF IT IS NOT TO BE EFFECTIVE ON THE
FILING OF THE CERTIFICATE OF CANCELLATION, AND PROVIDED THAT
ANY EFFECTIVE DATE OTHER THAN THE DATE OF FILING THE
CERTIFICATE OF CANCELLATION MUST BE A DATE SUBSEQUENT TO THE
FILING; AND

(5)  ANY OTHER INFORMATION THE GENERAL PARTNERS
DETERMINE.

(B)  EFFECTIVENESS. UNLESS OTHERWISE PROVIDED IN THIS
TITLE OR IN THE CERTIFICATE, A CERTIFICATE OF CANCELLATION
(OR A JUDICIAL DECREE OF CANCELLATION) IS EFFECTIVE WHEN
ACCEPTED FOR FILING BY THE DEPARTMENT.

COMMENT

This section changes § 10-123(a) of the previous
Limited Partnership Act (§ 24 of the prior uniform law) by
making it clear that the certificate of cancellation should
be filed upon the commencement of winding up of the limited
partnership. § 10-123(a) of the previous Limited
Partnership Act provided for cancellation "when the
partnership is dissolved or all limited partners cease to be
such". Subsection (b) is similar to § 10-124(e) of the
previous Limited Partnership Act (subdivision (5) of § 25 of
the prior uniform law), except that it provides for an
effective date other than the date of filing if so desired.

10-204. EXECUTION OF CERTIFICATES.