Tex.
Bus. Orgs. Code Section 153.553
Execution of Filings
(a)
Except as provided by Subsection (a-1), a filing instrument required by this code to be filed by a limited partnership with the secretary of state must be signed by at least one general partner.(a-1)
The following certificates shall be executed as follows:(1)
an initial certificate of formation must be signed as provided in Section 3.004 (Organizers)(b)(1);(2)
a certificate of amendment or restated certificate of formation must be signed by at least one general partner and by each other general partner designated in the certificate of amendment as a new general partner, unless signed and filed by a person under Section 153.052 (Discretionary Amendment to Certificate of Formation)(b) or (c), but the certificate of amendment need not be signed by a withdrawing general partner;(3)
a certificate of termination must be signed by all general partners participating in the winding up of the limited partnership’s business or, if no general partners are winding up the limited partnership’s business, by all nonpartner liquidators or, if the limited partners are winding up the limited partnership’s business, by a majority-in-interest of the limited partners;(4)
a certificate of merger, conversion, or exchange filed on behalf of a domestic limited partnership must be signed as provided by Chapter 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets); and(5)
a certificate filed under Subchapter G (Reorganization Under Bankruptcy and Similar Laws), Chapter 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets), must be signed by the person designated by the court.(b)
Any person may sign a certificate or partnership agreement or amendment or restated certificate by an attorney in fact. A power of attorney relating to the signing of a certificate or partnership agreement or amendment or restated certificate by an attorney in fact:(1)
is not required to be sworn to, verified, or acknowledged;(2)
is not required to be filed with the secretary of state; and(3)
shall be retained with the partnership records under Sections 153.551 (Records) and 153.552 (Examination of Records).(c)
The execution of a certificate by a general partner or the execution of a written statement by a person under Section 153.106 (Erroneous Belief of Contributor Being Limited Partner)(2) is an oath or affirmation, under a penalty of perjury, that, to the best of the executing party’s knowledge and belief, the facts stated in the certificate or statement are true.
Source:
Section 153.553 — Execution of Filings, https://statutes.capitol.texas.gov/Docs/BO/htm/BO.153.htm#153.553 (accessed Jun. 5, 2024).
