US Laws, Codes, Statutes & Cases

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. An original certificate of limited partnership shall be signed by all general partners.

2. A certificate of amendment or a restated certificate of limited partnership shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner.

3. A certificate of cancellation shall be signed by all general partners.

B. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.

C. The execution of a certificate by a general partner constitutes an affirmation by the general partner under the penalties of perjury that the facts stated therein are true, but the general partner's execution is not required to be acknowledged before a notary or otherwise verified.