362.2-204 Signing of records. (1) Each record delivered to the Secretary of State for filing pursuant to this subchapter shall be signed in the following manner: (a) An initial certificate of limited partnership shall 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 shall be signed by all general partners listed in the certificate. (c) An amendment designating as general partner a person admitted under KRS 362.2-803(3)(b) following the dissociation of a limited partnership's last general partner shall be signed by that person. (d) An amendment required by KRS 362.2-803(3) following the appointment of a person to wind up the dissolved limited partnership's activities shall be signed by that person. (e) Any other amendment shall be signed by: 1. At least one (1) general partner listed in the certificate; 2. 3. Each other person designated in the amendment as a new general partner; and Each person that the amendment indicates has dissociated as a general partner, unless: a. b. The person is deceased, or a guardian or general conservator has been appointed for the person and the amendment so states; or The person has previously delivered to the Secretary of State for filing a statement of dissociation. (f) A restated certificate of limited partnership shall be signed by at least one (1) general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subsection, the certificate shall be signed in a manner that satisfies that paragraph. (g) A statement of cancellation shall be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, then by the person appointed pursuant to KRS 362.2-803(3) or (4) to wind up the dissolved limited partnership's activities. (h) Articles of conversion shall be signed by each general partner listed in the certificate of limited partnership. (i) Articles of merger shall be signed as provided in KRS 362.2-958(1). (j) Any other record delivered on behalf of a limited partnership to the Secretary of State for filing shall be signed by at least one (1) general partner listed in the certificate. (k) A statement by a person pursuant to KRS 362.2-605(4) stating that the person has dissociated as a general partner shall be signed by that person. (l) A statement of withdrawal by a person pursuant to KRS 362.2-306 shall be signed by that person. (m) A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing shall be signed by at least one (1) general partner of the foreign limited partnership. (n) Any other record delivered on behalf of any person to the Secretary of State for filing shall be signed by that person. (2) Any person may sign by an attorney in fact any record to be filed pursuant to this subchapter. Effective: July 12, 2006 History: Created 2006 Ky. Acts ch. 149, sec. 108, effective July 12, 2006.