31 §627. Execution (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 2: FORMATION ENACTED BY PL 1993, C. 718, PT. A, §1
§627. Execution
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Each document delivered to the Secretary of State for filing pursuant to this chapter must be executed in the following manner. [1993, c. 718, Pt. A, §1 (NEW).]
1. Signatures. The documents must be signed as follows:
A. In the case of the initial articles of organization, by the person or persons forming the limited liability company ; [2007, c. 323, Pt. D, §14 (AMD); 2007, c. 323, Pt. G, §4 (AFF).]
B. In the case of articles of amendment, restatement, certificate of correction or any other document filed under this chapter not otherwise provided for:
(1) By at least one manager; or
(2) By at least one member if the limited liability company is managed by the members; and [1993, c. 718, Pt. A, §1 (NEW).]
C. In the case of a certificate of cancellation or other document filed after the dissolution of a limited liability company:
(1) By all of the managers;
(2) If neither the manager nor the members are winding up the limited liability company's affairs, then by all liquidating trustees; or
(3) If the members are winding up the limited liability company's affairs, then by a majority in interest of the members. [1993, c. 718, Pt. A, §1 (NEW).]
[ 2007, c. 323, Pt. D, §14 (AMD); 2007, c. 323, Pt. G, §4 (AFF) .]
2. Signature by agent. Unless otherwise provided in a limited liability company operating agreement, a person may sign a certificate or articles or amendment to a certificate or articles or enter into an operating agreement or amendment to an operating agreement by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign a certificate or articles or amendment to a certificate or articles or to enter into an operating agreement or amendment to an operating agreement need not be in writing, sworn to, verified or acknowledged and need not be filed with the Secretary of State, but if in writing, it must be retained by a manager or, if there is no manager, a member.
[ 1993, c. 718, Pt. A, §1 (NEW) .]
3. Unsworn falsification. The execution of a certificate or articles containing false statements constitutes unsworn falsification under Title 17-A, section 453.
[ 1997, c. 376, §52 (RPR) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1997, c. 376, §§51,52 (AMD). 2007, c. 323, Pt. D, §14 (AMD). 2007, c. 323, Pt. G, §4 (AFF). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).