121-204. Execution of certificates. (a) Each certificate required by this article to be filed with the department of state shall be executed in the following manner:
(1) an initial certificate of limited partnership must be signed by all general partners named therein;
(2) a certificate of amendment 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;
(3) a certificate of cancellation must be signed by all general partners or, if there is no general partner, unless otherwise provided in the partnership agreement, by a majority in interest of the limited partners; and
(4) all other certificates must be signed by at least one general partner.
(b) Any person may sign any certificate by an attorney in fact. Powers of attorney relating to the signing of a certificate by an attorney in fact need not be filed with the department of state nor provided as evidence of authority by the person filing, but must be retained among the records of the partnership.
(c) Each certificate must be signed.
(d) Each certificate must include the name and capacity of each signer.
Last modified: February 3, 2019