California Corporations Code Section 15624

(a) Each certificate required by this article to be filed in the office of the Secretary of State shall be executed in the following manner: (1) A certificate referred to in Section 15621 shall be executed by all general partners, unless filed by a limited partner pursuant to Section 15633, or by any person authorized pursuant to subdivision (a) of Section 15625. (2) A certificate of amendment shall be executed by all general partners (or a lesser number provided in the certificate of limited partnership) and by each general partner designated in the certificate as a new partner, provided that: (A) If the amendment states the cessation of a general partner to be a general partner, it need not be signed by that former general partner. Notwithstanding the foregoing, if the general partner or partners required by this paragraph to execute the amendment fail after demand to do so within a reasonable time or refuse to do so, or if there are no remaining general partners and the limited partners winding up the limited partnership`s affairs fail after demand to execute the amendment within a reasonable time or refuse to do so, it may be executed by that former general partner. (B) If the amendment is filed pursuant to subdivision (c) of Section 15622, it shall be executed by each person authorized to wind up the limited partnership`s affairs and it need not be signed by any former general partner or any general partner not winding up the limited partnership`s affairs. (3) A certificate of dissolution shall be executed by all general partners (or a lesser number provided in the certificate of limited partnership). However, if the limited partners are winding up the limited partnership affairs, a certificate of dissolution shall be executed by the person authorized by a majority in interest of the limited partners. (4) A certificate of cancellation of certificate of limited partnership shall be executed by all general partners (or a lesser number provided in the certificate of limited partnership). However, if the limited partners are winding up the limited partnership affairs, a certificate of cancellation of certificate of limited partnership shall be executed by the person authorized by a majority in interest of the limited partners. (5) A certificate of continuation shall be executed by all general partners (or a lesser number provided in the certificate of limited partnership). (6) A certificate of merger shall be executed by all general partners of each domestic constituent limited partnership (or a lesser number as provided in the certificate of limited partnership of the constituent limited partnership) and by one or more general partners of each foreign constituent limited partnership. In the event of a merger with an other business entity, the certificate of merger shall be executed by all general partners, or a lesser number provided in the limited partnership certificate, of each domestic constituent limited partnership and by one or more general partners of the foreign constituent limited partnership or by the person authorized by an other business entity. (7) A certificate filed by a limited partner pursuant to Section 15633 shall be signed by the limited partner. (8) A restated certificate of limited partnership shall be executed as any other certificate of amendment under paragraph (2) of subdivision (a). (b) Any person may execute any certificate referred to in this section by an attorney in fact. (c) Any general partner, or any limited partner executing a certificate pursuant to Section 15633, shall be liable for any statement materially inconsistent with the partnership agreement or any material misstatement of fact contained in the certificate if the partner knew or should have known that the statement was false when made and an amendment required by subdivision (b) of Section 15622 was not filed, and the person suffering the loss relied on the statement or misstatement. Any general partner shall be liable for any statement materially inconsistent with the partnership agreement or any material misstatement of fact contained in the certificate if the general partner knew or should have known that the statement became false and an amendment required by Section 15622 was not filed, and the person suffering the loss relied on the statement or misstatement. (d) Except as otherwise provided in Section 15642, no person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subdivision (b) of Section 15622 if the amendment is filed within the time specified in subdivision (b) of Section 15622. (e) Except as provided in subdivision (c), no limited partner shall incur any liability for any misstatement contained in the certificate or for failure to file an amendment to a certificate of limited partnership pursuant to subdivision (b) of Section 15622. (f) No person other than a general partner shall be subject to liability as a general partner by reason of having executed and filed a certificate of amendment required by subdivision (c) of Section 15622, a certificate of dissolution pursuant to Section 15623, or a certificate of cancellation of certificate of limited partnership pursuant to Section 15623.