This form certifies that a general partnership has authorized an action. Most often this is done to confirm an individual partner’s authority to act on behalf of the partnership in connection with buying, selling, or mortgaging real property.
Certificate of Resolutions
[General Partnership]
Date:
Partnership:
Date of Adoption: [date of meeting of partners or of written consent of partners]
We, the partners of the Partnership, a general partnership, certify that we have custody of the records of the Partnership and that we are authorized to execute and deliver this certificate of resolutions on behalf of the Partnership. We further certify as follows:
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Select one of the following. |
1.The resolutions [below/attached] were duly adopted on the Date of Adoption. A meeting of the partners of the Partnership was called and held in accordance with law and the partnership agreement of the Partnership, and a quorum was present. The resolutions have not been amended, modified, or rescinded and are now in full force and effect.
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Or |
1.The resolutions [below/attached] were duly adopted on the Date of Adoption. A quorum was present at the meeting of the partners of the Partnership, and all partners had signed a waiver of notice of the meeting in accordance with law and the partnership agreement of the Partnership. The resolutions have not been amended, modified, or rescinded and are now in full force and effect.
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Or |
1.The resolutions [below/attached] were duly adopted by written consent of partners of the Partnership owning [all/the requisite percentage] of the ownership in the Partnership as of the Date of Adoption, and the written consent conforms with law and the partnership agreement of the Partnership. The resolutions have not been amended, modified, or rescinded and are now in full force and effect.
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Continue with the following. |
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Include or attach full text of resolution(s). See, e.g., form 10-6 in this manual. |
2.We further certify that the Partnership is duly formed and validly existing under the laws of the state of Texas; that no proceeding is pending for the winding up or termination of the Partnership; that there is no provision in the partnership agreement of the Partnership limiting the powers of the partners of the Partnership to adopt the resolutions referred to above and that the resolutions are in conformity with the requirements of the partnership agreement of the Partnership; that the undersigned are the keepers of the records and minutes of the proceedings of the Partnership; and that the following persons constitute all of the partners of the Partnership:
[Name of partner]
[Name of partner]
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Include acknowledgments. |