Section 121-204. Execution of certificates  


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  • (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.