Page 11 - Wright, Finlay & Zak LLP. Trial By Certificate

WRIGHT, FINLAY & ZAK LLP.
CALIFORNIA CORPORATIONS CODE
SECTION 15621-15628
15621. (a) In order to form a limited partnership the general partners shall execute, acknowledge, and file a certificate of limited partnership and, either before or after the filing of a certificate, the partners shall have entered into a partnership agreement. The certificate shall be filed in the office of, and on a form prescribed by, the Secretary of State and shall set forth all of the following:
(1) The name of the limited partnership.
(2) The street address of the principal executive
office.
(3) The names and addresses of the general
partners.
(c) For all purposes, a copy of the certificate of
limited partnership duly certified by the Secretary of State is conclusive evidence of the formation of a limited partnership and prima facie evidence of its existence.
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto executed and acknowledged as provided in Section 15624. The certificate of amendment shall be filed in the office of, and on a form prescribed by, the Secretary of State. The certificate of amendment shall set forth all of the following:
(1) The name and the Secretary of State's file number of the limited partnership.
(2) The text of the amendment to the certificate. (b) The general partners shall cause to be filed, within 30 days after the happening of any of the
following events, an amendment to a
certificate of limited partnership reflecting the occurrence of any of the following events:
(4) The admission of a general partner. Any amendment filed pursuant to this paragraph shall set forth the address of the admitted general partner.
(e) (1) A certificate, entitled "Restated Certificate of Limited Partnership," may be filed that embodies in
a single certificate all of the provisions that are in effect contained in the different certificates that have been filed with the Secretary of State pursuant to this article.
15624. (a) Each certificate required by this article to be filed in the office of the Secretary of State shall be executed in the following manner:
(1) A certificate referred to in Section 15621 shall be executed by all general partners, unless filed by a limited partner pursuant to Section 15633, or by any person authorized pursuant to subdivision (a) of Section 15625.
(2) A certificate of amendment shall be executed by all general partners (or a lesser number provided in the certificate of limited partnership) and by each general partner designated in the certificate as a new partner, provided that:
(c) Any general partner, or any limited partner executing a certificate pursuant to Section 15633, shall be liable for any statement materially inconsistent with the partnership agreement or any material misstatement of fact contained in the certificate if the partner knew or should have known that the statement was false when made and an amendment required by subdivision (b) of Section 15622 was not filed, and the person suffering the loss relied on the statement or misstatement. Any general partner shall be liable for any statement materially inconsistent with the partnership agreement or any material misstatement of fact contained in the certificate if the general partner knew or should have known that the statement became false and an amendment required by Section 15622 was not filed, and the person suffering the loss relied on the statement or misstatement.
15622. (a) A certificate of limited partnership is amended by filing a certificate of amendment
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