48-2a-206 - Filing with the division.
48-2a-206. Filing with the division.
(1) An original and one copy of the certificate of limited partnership, and of anycertificates of amendment or cancellation, or of any judicial decree of amendment orcancellation, shall be delivered to the division. A person who executes a certificate as anattorney-in-fact or fiduciary need not exhibit evidence of the person's authority as a prerequisiteto filing. Unless the division finds that any certificate does not conform to law as to its form,upon receipt of all filing fees established under Section 63J-1-504, it shall:
(a) place on the original and the copy a stamp or seal indicating the time, day, month, andyear of the filing, the director of the division's signature, and the division's seal, or facsimilesthereof, and the name of the division;
(b) file the signed original in its office; and
(c) return the stamped copy to the person who filed it or the person's representative.
(2) The stamped copy of the certificate of limited partnership and of any certificate ofamendment or cancellation shall be conclusive evidence that all conditions precedent required forthe formation, amendment, or cancellation of a limited partnership have been complied with andthe limited partnership has been formed, amended, or canceled under this chapter, except withrespect to an action for involuntary cancellation of the limited partnership's certificate for fraudunder Subsection 48-2a-203.5(1)(a).
(3) Upon the filing of a certificate of amendment or judicial decree of amendment withthe division, the certificate of limited partnership is amended as set forth in the certificate ofamendment or judicial decree of amendment, and upon filing a certificate of cancellation, or of ajudicial decree of cancellation, the division shall cancel the certificate of limited partnershipeffective as of the date the cancellation was filed or as of the date specified in the decree, unless alater effective date is specified in the cancellation.
Amended by Chapter 183, 2009 General Session