[§425E-204]  Execution of records. (a)  Each record delivered to the director for filing pursuant to this chaptershall be executed in the following manner:

(1)  A certificate of limited partnership shall besigned by at least one general partner;

(2)  An amendment that changes the status of thelimited partnership as a limited liability limited partnership shall be signedby at least one general partner who shall certify that a majority of thegeneral partners have agreed to the amendment;

(3)  An amendment designating as a general partner aperson admitted under section 425E-801(3)(B) following the dissociation of alimited partnership's last general partner shall be signed by the designatedperson;

(4)  An amendment required by section 425E-803(c)following the appointment of a person to wind up the dissolved limitedpartnership'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 thecertificate;

(B)  Each person designated in the amendment asa new general partner; and

(C)  Each person that the amendment indicateshas dissociated as a general partner, unless:

(i)  The person is deceased or a guardian orgeneral conservator has been appointed for the person and the amendment sostates; or

(ii)  The person has previously delivered to thedirector for filing a statement of dissociation;

(6)  A restated certificate of limited partnershipshall be signed by at least one general partner listed who shall certify that amajority of the general partners have agreed to the restatement and to theextent the restated certificate effects a change under any other paragraph ofthis subsection, the certificate shall be signed in a manner that satisfiesthat paragraph;

(7)  A statement of termination shall be signed by atleast one general partner who shall certify that all of the general partnershave agreed to the termination or if the certificate of a dissolved limitedpartnership lists no general partners, by the person appointed pursuant tosection 425E-803(c) or (d) to wind up the dissolved limited partnership'sactivities;

(8)  Articles of conversion shall be signed by atleast one general partner who shall certify that a majority of the generalpartners have agreed to the conversion;

(9)  Articles of merger shall be signed as provided insection 425E-1107(a);

(10)  Any other record delivered on behalf of a limitedpartnership to the director for filing shall be signed by at least one generalpartner;

(11)  A statement by a person pursuant to section425E-605(a)(4) stating that the person has dissociated as a general partnershall be signed by that person;

(12)  A statement of withdrawal by a person pursuant tosection 425E-306 shall be signed by that person;

(13)  A record delivered on behalf of a foreign limitedpartnership to the director for filing shall be signed by at least one generalpartner of the foreign limited partnership; and

(14)  Any other record delivered on behalf of anyperson to the director for filing shall be signed by that person.

(b)  Any person may sign by an attorney-in-factany record to be filed pursuant to this chapter. [L 2003, c 210, pt of §1]