29-311. Execution of certificates


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.