Most writings filed under this chapter must be signed by the specified general partners, the named person, or the person on whose behalf the writing is filed; some writings may be signed by an agent.
(a) A writing delivered to the Secretary of State for filing pursuant to this chapter must be signed as provided by this section. (1) A limited partnership’s initial certificate of formation must be signed by all general partners listed in the certificate of formation. (2) An amendment adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of formation. (3) An amendment designating as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership’s last general partner must be signed by the person or persons so designated. (4) Any other amendment must be signed by: (A) at least one general partner; and (B) each other person designated in the amendment as a new general partner. (5) A restated certificate of formation must be signed by at least one general partner and, to the extent the restated certificate of formation effects a change under any other paragraph of this subsection, the restated certificate of formation must be signed in a manner that satisfies that paragraph. (6) a statement of dissolution must be signed by all general partners or by the person or persons appointed pursuant to Section 10A-9A-8.03(b) or (c) to wind up the dissolved limited partnership’s activities and affairs. (7) A statement of conversion must be signed by each general partner of the limited partnership. (8) A statement of merger must be signed by each general partner of the limited partnership. (9) Any other writing delivered on behalf of a limited partnership for filing must be signed by at least one general partner. (10) A statement of withdrawal by a person pursuant to Section 10A-9A-3.06 must be signed by that person. (11) A writing delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership. (12) Any other writing delivered on behalf of any person for filing must be signed by that person. (b) Any writing to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the writing need not be delivered to the Secretary of State. (c) Any writing which is required in this chapter to be signed by a person need not be signed by any person: (1) who is deceased or dissolved or for whom a guardian or general conservator has been appointed, if the record so states; or (2) who has previously delivered for filing with the Secretary of State a statement of dissociation or withdrawal.