(a) Each certificate required by this chapter to be filed in the Office of the Secretary of State shall be executed in the following manner: (1) An initial certificate of limited partnership, a certificate of limited partnership domestication, a certificate of conversion to limited partnership, a certificate of conversion to a non-Delaware entity, a certificate of transfer and a certificate of transfer and domestic continuance must be signed by all general partners or, in the case of a certificate of limited partnership domestication or certificate of conversion to limited partnership, by any person authorized to execute such certificate on behalf of the non-United States entity or other entity, respectively; (2) A certificate of amendment or a certificate of correction must be signed by at least 1 general partner and by each other general partner designated in the certificate of amendment or a certificate of correction as a new general partner, but if the certificate of amendment or a certificate of correction reflects the withdrawal of a general partner as a general partner, it need not be signed by that former general partner; (3) A certificate of cancellation must be signed by all general partners; (4) If a domestic limited partnership is filing a certificate of merger or consolidation or a certificate of ownership and merger, the certificate of merger or consolidation or certificate of ownership and merger must be signed by at least 1 general partner of the domestic limited partnership and, if the certificate of merger or certificate of ownership and merger amends the certificate of limited partnership of the surviving limited partnership to reflect the admission of 1 or more new general partners of the surviving domestic limited partnership, each new general partner, or, if the certificate of merger or consolidation is being filed by an other business entity, as "other business entity" is defined in § 17-211(a) of this title, the certificate of merger or consolidation must be signed by a person authorized by the other business entity; (5) A certificate of revival must be signed by at least 1 general partner; (6) A certificate of termination of a certificate with a future effective date or time or a certificate of amendment of a certificate with a future effective date or time being filed in accordance with § 17-206(c) of this title shall be signed in the same manner as the certificate with a future effective date or time being amended or terminated is required to be signed under this chapter; (7) A certificate of division must be signed by at least 1 general partner of the dividing partnership; (8) A certificate of registered series and a certificate of conversion of registered series to protected series must be signed by all general partners associated with the registered series; (9) A certificate of amendment of certificate of registered series or a certificate of correction of certificate of registered series must be signed by at least 1 general partner associated with such series and by each other general partner designated in such certificate of amendment or such certificate of correction as a new general partner associated with such series, but if such certificate of amendment or such certificate of correction reflects the withdrawal of a general partner as a general partner associated with such series, it need not be signed by that former general partner; (10) A certificate of conversion of protected series to registered series must be signed by all general partners associated with the protected series; (11) A certificate of merger or consolidation of registered series must be signed by all general partners associated with the surviving or resulting registered series and, if the certificate of merger amends the certificate of registered series of the surviving registered series to reflect the association of 1 or more new general partners with the surviving registered series, each new general partner; (12) A certificate of cancellation of certificate of registered series must be signed by all general partners associated with such series; (13) A certificate of revival of registered series must be signed by at least 1 general partner associated with such registered series; and (14) a. Unless otherwise provided in the plan of division or the certificate of division, each certificate of amendment of certificate of division must be executed as follows: 1. If the dividing partnership is a surviving partnership, by at least 1 general partner on behalf of the dividing partnership acting on behalf of the division partnership to which the certificate of amendment of certificate of division relates. 2. If the dividing partnership is not a surviving partnership or no longer exists as a limited partnership, by at least 1 general partner on behalf of a resulting partnership acting on behalf of the division partnership to which the certificate of amendment of certificate of division relates. b. Each division partnership is deemed to have consented to the execution of a certificate of amendment of certificate of division under paragraph (a)(14)a. of this section. (b) Unless otherwise provided in the partnership agreement, any person may sign any certificate or amendment thereof or enter into a partnership agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereof or to enter into a partnership agreement or amendment thereof need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed in the Office of the Secretary of State, but if in writing, must be retained by a general partner. (c) For all purposes of the laws of the State of Delaware, unless otherwise provided in a partnership agreement, a power of attorney or proxy with respect to a limited partnership granted to any person shall be irrevocable if it states that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power or proxy. Such irrevocable power of attorney or proxy, unless otherwise provided therein or in a partnership agreement, shall not be affected by subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney or proxy with respect to matters relating to the organization, internal affairs or termination of a limited partnership or granted by a person as a partner or an assignee of a partnership interest or by a person seeking to become a partner or an assignee of a partnership interest and, in either case, granted to the limited partnership, a general partner or limited partner thereof, or any of their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with an interest sufficient in law to support an irrevocable power or proxy. The provisions of this subsection shall not be construed to limit the enforceability of a power of attorney or proxy that is part of a partnership agreement. (d) The execution of a certificate by a person who is authorized by this chapter to execute such certificate constitutes an oath or affirmation, under the penalties of perjury in the third degree, that, to the best of such person's knowledge and belief, the facts stated therein shall be true at the time such certificate becomes effective as provided in this chapter. (e) Notwithstanding any other provision of this chapter: (1) If a limited partnership has dissolved and a person not shown on a certificate of limited partnership as a general partner is winding up the limited partnership's affairs, each certificate required by this chapter to be executed by 1 or more general partners of the limited partnership and filed in the office of the Secretary of State must be signed by all liquidating trustees of the limited partnership, provided, however, that if the limited partners are the liquidating trustees winding up the limited partnership's affairs, the certificate shall be signed by limited partners who own more than 50% of the then current percentage or other interest in the profits of the limited partnership owned by all of the limited partners of the limited partnership; and (2) If a registered series has dissolved and a person not shown on a certificate of registered series as a general partner associated with such registered series is winding up the registered series' affairs, each certificate required by this chapter to be executed by 1 or more general partners associated with the registered series and filed in the office of the Secretary of State must be signed by all liquidating trustees of the registered series, provided, however, that if the limited partners associated with the registered series are the liquidating trustees winding up the registered series' affairs, the certificate shall be signed by limited partners associated with the registered series who own more than 50% of the then current percentage or other interest in the profits of the registered series owned by all of the limited partners associated with the registered series.
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