3028

LAWS OF MARYLAND

Ch. 801

(A)  SIGNATORIES. EACH CERTIFICATE REQUIRED BY THIS
SUBTITLE TO BE FILED WITH THE DEPARTMENT SHALL BE EXECUTED
IN THE FOLLOWING MANNER:

(1)  THE CERTIFICATE UNDER § 10-201 MUST BE
SIGNED BY ALL PARTNERS NAMED IN THE CERTIFICATE;

(2)  A CERTIFICATE OF AMENDMENT MUST BE SIGNED BY
AT LEAST ONE GENERAL PARTNER AND BY EACH OTHER PARTNER
DESIGNATED IN THE CERTIFICATE OF AMENDMENT AS A NEW PARTNER
OR WHOSE CONTRIBUTION IS DESCRIBED AS HAVING BEEN INCREASED;
AND

(3)  A CERTIFICATE OF CANCELLATION MUST BE SIGNED
BY ALL GENERAL PARTNERS, OR, IF THERE IS NO GENERAL PARTNER,
BY A MAJORITY OF THE LIMITED PARTNERS.

(B)  POWER OF ATTORNEY. ANY PERSON MAY SIGN A
CERTIFICATE BY AN ATTORNEY IN FACT, BUT A POWER OF ATTORNEY
TO SIGN A CERTIFICATE RELATING TO THE ADMISSION, OR
INCREASED CONTRIBUTION, OF A PARTNER MUST SPECIFICALLY
DESCRIBE THE ADMISSION OR INCREASE.

(C)  AFFIRMATION OF TRUTH. THE EXECUTION OF A
CERTIFICATE BY A GENERAL PARTNER CONSTITUTES AN AFFIRMATION
UNDER THE PENALTIES OF PERJURY THAT THE FACTS STATED THEREIN
ARE TRUE.

COMMENT

This section collects in one place the formal
requirements for the execution of certificates which were
set forth in §§ 10-102 and 10-124 of the previous Limited
Partnership Act (§§ 2 and 25 respectively of the prior
uniform law). Those sections required that each certificate
be signed by all partners, and there developed an
unnecessarily cumbersome practice of having each limited
partner sign powers of attorney to authorize the general
partners to execute certificates of amendment on their
behalf. This section insures that each partner must sign a
certificate when he becomes a partner or when the
certificates reflect any increase in his obligation to make
contributions. It generally permits signatures by powers of
attorney, but prohibits blanket powers of attorney for the
execution of certificates in many cases, since those
conditions under which a partner is required to sign have
been narrowed to circumstances of special importance to that
partner. The former requirement that all certificates be
sworn, which was deleted from the previous Limited
Partnership Act by revisors in recodification, has been
confined here to an affirmation by a general partner,
recognizing that the limited partner's role is a limited one
(see revisor's note to § 10-102 of the previous Limited
Partnership Act). Note that "certificate" is defined in
subdivision (1) of § 10-101 to include both certificates of
amendment and certificates of cancellation.