56-1a154. Execution of certificate. (a) Each certificate required by this act to be filed in the office of the secretary of state shall be executed in the following manner, unless another manner is specified in this act:

(1) An initial certificate of limited partnership must be signed by all general partners;

(2) a certificate of amendment must be signed by at least one general partner and by each other general partner who is designated in the certificate of amendment as a new general partner; and

(3) a certificate of cancellation must be signed by all general partners or, if there is no general partner, by a majority of the limited partners.

(b) Any person may sign any certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must describe the admission. Powers of attorney relating to the signing of a certificate by an attorney-in-fact need not be filed in the office of the secretary of state but must be retained by a general partner.

(c) The execution of a certificate by a general partner constitutes an oath or affirmation, under the penalties of perjury, that the facts stated in the certificate are true and that any power of attorney used in connection with the execution of the certificate is in proper form and substance.

(d) Any signature on documents authorized to be filed with the secretary of state under the provisions of this chapter may be a facsimile, a conformed signature or an electronically transmitted signature.

History: L. 1983, ch. 88, § 11; L. 1987, ch. 208, § 5; L. 1999, ch. 41, § 8; July 1.