2019 Hawaii Revised Statutes
TITLE 23. CORPORATIONS AND PARTNERSHIPS
425E. Uniform Limited Partnership Act
425E-204 Execution of records.
§425E-204 Execution of records. (a) Each record delivered to the director for filing pursuant to this chapter shall be executed in the following manner:
(1) A certificate of limited partnership shall be signed by at least one general partner;
(2) An amendment that changes the status of the limited partnership as a limited liability limited partnership shall be signed by at least one general partner who shall certify that a majority of the general partners have agreed to the amendment;
(3) An amendment designating as a general partner a person admitted under section 425E-801(3)(B) following the dissociation of a limited partnership's last general partner shall be signed by the designated person;
(4) An amendment required by section 425E-803(c) following the appointment of a person to wind up the dissolved limited partnership's activities shall be signed by the appointed person;
(5) Any other amendment shall be signed by:
(A) At least one general partner listed in the certificate;
(B) Each person designated in the amendment as a new general partner; and
(C) Each person that the amendment indicates has dissociated as a general partner, unless:
(i) The person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or
(ii) The person has previously delivered to the director for filing a statement of dissociation;
(6) A restated certificate of limited partnership shall be signed by at least one general partner listed who shall certify that a majority of the general partners have agreed to the restatement and to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate shall be signed in a manner that satisfies that paragraph;
(7) A statement of termination shall be signed by at least one general partner who shall certify that all of the general partners have agreed to the termination or if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to section 425E-803(c) or (d) to wind up the dissolved limited partnership's activities;
(8) Articles of conversion shall be signed by at least one general partner who shall certify that a majority of the general partners have agreed to the conversion;
(9) Articles of merger shall be signed as provided in section 425E-1107(a);
(10) Any other record delivered on behalf of a limited partnership to the director for filing shall be signed by at least one general partner;
(11) A statement by a person pursuant to section 425E-605(a)(4) stating that the person has dissociated as a general partner shall be signed by that person;
(12) A statement of withdrawal by a person pursuant to section 425E-306 shall be signed by that person;
(13) A record delivered on behalf of a foreign limited partnership to the director for filing shall be signed by at least one general partner of the foreign limited partnership; and
(14) Any other record delivered on behalf of any person to the director for filing shall be signed by that person.
(b) Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter. [L 2003, c 210, pt of §1]
