(1) Each record delivered to the secretary of state for filing pursuant to Article 2 of chapter 23.95 RCW 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 agent any record to be delivered to the secretary of state for filing under Article 2 of chapter 23.95 RCW.
[ 2015 c 176 s 6110; 2009 c 188 s 204.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.