                                 CODE OF VIRGINIA

EXECUTION OF DOCUMENTS; PENALTY (§ 50-73.15)

A. Certificates and articles required or permitted by this chapter to be filed
with the Commission by a limited partnership shall be executed in the following
manner:

   1. An initial certificate of limited partnership and an amended and restated
   certificate of limited partnership pursuant to &#xA7; 50-73.77 shall be signed
   by all general partners;

   2. A certificate of amendment shall be signed (i) by at least one general
   partner or, if all general partners have withdrawn and all of the limited
   partners agree to continue the business of the limited partnership pursuant to
   subdivision A 3 of &#xA7; 50-73.49, by all limited partners, and by each
   person designated in the certificate as a new general partner or (ii) after
   the dissolution of a limited partnership but before the filing of a
   certificate of cancellation, if all general partners have withdrawn or if the
   general partners named in the certificate of limited partnership are not
   winding up the affairs of the limited partnership, by each liquidating
   trustee;

   3. A certificate of cancellation shall be signed by all general partners, or,
   if the general partners are not winding up the affairs of the limited
   partnership, then by all liquidating trustees or a majority of the limited
   partners; and

   4. Articles of merger shall be signed by at least one general partner.

B. Every person executing a document required or permitted by this chapter to be
filed with the Commission shall sign it and set forth beneath or opposite his
signature his name and the capacity in which he signs. A signature on any
document filed under this chapter may be a facsimile. Any person may sign a
certificate by an attorney-in-fact.

C. It shall be unlawful for any person to sign a document he knows is false in
any material respect with intent that the document be delivered to the
Commission for filing. Any person who violates the provisions of this subsection
shall be guilty of a Class 1 misdemeanor.

D. The acknowledgment before July 1, 1981, of a certificate or amended
certificate of limited partnership, not false or misleading in any material
respect, shall be deemed substantial compliance in good faith with any
requirement that the certificate or amended certificate be signed or sworn to.
The provisions of this subsection shall not apply to any litigation, pending or
decided, on or before the effective date hereof.

HISTORY: 1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441;
2007, c. 631; 2008, c. 586; 2010, c. 675; 2013, c. 18.