N.Y. Partnership Law § 121-204: Execution of certificates

§ 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.