56-1a154. Execution of certificate.
56-1a154
56-1a154. Execution of certificate.(a) Each certificate required by this act to be filed inthe office of the secretary of state shall be executed in the followingmanner, unless another manner is specified in this act:
(1) An initial certificate of limited partnership must be signed by allgeneral partners;
(2) a certificate of amendment must be signed by at least one generalpartner and by each other general partner who is designated in the certificateofamendment as a new general partner; and
(3) a certificate of cancellation must be signed by all general partnersor, 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 apower of attorney to sign a certificate relating to the admission of a generalpartner must describe the admission. Powersof attorney relating to the signing of a certificate by an attorney-in-factneed not be filed in the office of the secretary of state but must be retainedby a general partner.
(c) The execution of a certificate by a general partner constitutes anoath or affirmation, under the penalties of perjury, that the facts statedin the certificate are true and that any power of attorney used in connectionwith the execution of the certificate is in proper form and substance.
(d) Any signature on documents authorized to be filed with the secretaryof state under the provisions of this chapter may be a facsimile, a conformedsignature or an electronically transmitted signature.
History: L. 1983, ch. 88, § 11;L. 1987, ch. 208, § 5;L. 1999, ch. 41, § 8; July 1.