(1) Each record
delivered to the secretary of state for filing pursuant to this
chapter must be signed in the following manner:
(a) An initial certificate of limited partnership must be
signed by all general partners listed in the certificate.
(b) 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.
(c) An amendment designating as general partner a person
admitted under RCW 25.10.571(3)(b) following the dissociation of
a limited partnership's last general partner must be signed by
that person.
(d) An amendment required by RCW 25.10.581(3) following the
appointment of a person to wind up the dissolved limited
partnership's activities must be signed by that person.
(e) Any other amendment must be signed by:
(i) At least one general partner listed in the certificate
of limited partnership;
(ii) Each other person designated in the amendment as a new
general partner; and
(iii) Each person that the amendment indicates has
dissociated as a general partner, unless:
(A) The person is deceased or a guardian or general
conservator has been appointed for the person and the amendment
so states; or
(B) The person has previously delivered to the secretary of
state for filing a statement of dissociation.
(f) A restated certificate of limited partnership must be
signed by at least one general partner listed in the certificate,
and, to the extent the restated certificate effects a change
under any other subsection of this subsection (1), the
certificate must be signed in a manner that satisfies that
subsection.
(g) A statement of termination must be signed by all general
partners listed in the certificate or, if the certificate of a
dissolved limited partnership lists no general partners, by the
person appointed pursuant to RCW 25.10.581 (3) or (4) to wind up
the dissolved limited partnership's activities.
(h) Articles of conversion must be signed by each general
partner listed in the certificate of limited partnership.
(i) Articles of merger must be signed as provided in RCW 25.10.786(1).
(j) Any other record delivered on behalf of a limited
partnership to the secretary of state for filing must be signed
by at least one general partner listed in the certificate of
limited partnership.
(k) A statement by a person pursuant to RCW 25.10.531(1)(d)
stating that the person has dissociated as a general partner must
be signed by that person.
(l) A statement of withdrawal by a person pursuant to RCW 25.10.351 must be signed by that person.
(m) A record 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.
(n) Any other record delivered on behalf of any person to
the secretary of state for filing must be signed by that person.
(2) Any person may sign by an attorney-in-fact any record to
be filed pursuant to this chapter.
[2009 c 188 § 204.]