§ 48-2c-204. Signing of documents filed with division.

(1) Unless otherwise specified in this chapter, each document or report required by this chapter to be filed with the division shall be signed in the following manner:

(a) articles of organization for a domestic company shall be signed by at least one organizer or one manager or, if the company is member-managed, by at least one member; and

(b) each other document or report shall be signed by at least one manager for a manager-managed company or one member for a member-managed company or a person with management authority for a foreign company, subject in the case of a domestic company, to any restriction or requirement in the articles of organization or operating agreement.

(2) Any person may sign any document or report by an attorney-in-fact, but a power of attorney to sign a certificate of amendment relating to the admission of a member shall specify the member to be admitted. Powers of attorney need not be filed with the division but shall be retained with the records of the company required under Section 48-2c-113.

(3) Each document or report required to be filed with the division shall state beneath or opposite the signature of the person signing the document or report, in printed or hand-printed letters, the signer's name and the capacity in which the document or report was signed.

(4) The signature of each person signing any document or report required to be filed with the division constitutes an oath or affirmation by the person signing, under penalties of perjury, that the facts stated therein are true and that any power of attorney used in connection with such signing is proper in form and substance.

Amended by Chapter 364, 2008 General Session