§ 121-204. Execution of certificates. (a) Each certificate required by
this article to be filed with the department of state shall be executed
in the following manner:

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

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

(3) a certificate of cancellation must be signed by all general
partners or, if there is no general partner, unless otherwise provided
in the partnership agreement, by a majority in interest of the limited
partners; and

(4) all other certificates must be signed by at least one general
partner.

(b) Any person may sign any certificate by an attorney in fact. Powers
of attorney relating to the signing of a certificate by an attorney in
fact need not be filed with the department of state nor provided as
evidence of authority by the person filing, but must be retained among
the records of the partnership.

(c) Each certificate must be signed.

(d) Each certificate must include the name and capacity of each
signer.