§ 114. Requirements for amendment or cancellation.
(1)The writing to\namend a certificate shall\n (a) Conform to the requirements of subdivision one-a of section\nninety-one of this article, as far as necessary to set forth clearly the\nchange in the certificate which it is desired to make, and\n (b) Be signed and acknowledged or sworn to by all members, except that\na writing making a change in the statement of the place of residence of\nany member shall be signed and acknowledged by such member only. An\namendment substituting a limited partner or adding a limited or general\npartner shall be signed also by the member to be substituted or added,\nand when a limited partner is to be substituted, the amendment shall\nalso be signed by the assigning limited partner.\n (2) The writing
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§ 114. Requirements for amendment or cancellation. (1) The writing to\namend a certificate shall\n (a) Conform to the requirements of subdivision one-a of section\nninety-one of this article, as far as necessary to set forth clearly the\nchange in the certificate which it is desired to make, and\n (b) Be signed and acknowledged or sworn to by all members, except that\na writing making a change in the statement of the place of residence of\nany member shall be signed and acknowledged by such member only. An\namendment substituting a limited partner or adding a limited or general\npartner shall be signed also by the member to be substituted or added,\nand when a limited partner is to be substituted, the amendment shall\nalso be signed by the assigning limited partner.\n (2) The writing to cancel a certificate shall be signed by all\nmembers.\n (3) A person desiring the cancellation or amendment of a certificate,\nif any person designated in subdivisions one and two of this section as\na person who must execute the writing refuses to do so, may petition the\nsupreme court to direct a cancellation or amendment thereof.\n (4) If the court finds that the petitioner has a right to have the\nwriting executed by a person who refuses to do so, it shall order the\ncounty clerk of the county where the certificate is filed to file the\ncancellation or amendment of the certificate; and where the certificate\nis to be amended, the court shall also cause to be filed in said office\na certified copy of its decree setting forth the amendment.\n (5) A certificate is amended or cancelled when there is filed in the\noffice of the county clerk where the certificate is filed.\n (a) A writing in accordance with the provisions of subdivisions one\nand two of this section, or,\n (b) A certified copy of the order of the court in accordance with the\nprovisions of subdivision four thereof\n Provided, however, that in the case of an amendment made where there\nis a change to another county of the location of the principal place of\nbusiness, a certificate is not amended until a certified copy of the\ncertificate and certified copies of all writings or certified copies of\norders amending the certificate are also filed in the office of the\ncounty clerk of the county to which the location of the principal place\nof business is changed.\n (6) After the certificate is duly amended in accordance with this\nsection, the amended certificate shall thereafter be for all purposes\nthe certificate provided for by this article, and when the certificate\nhas been amended by reason of a change to another county of the location\nof the principal place of business, the county in which a certified copy\nof the amended certificate was last filed shall thereafter be deemed to\nbe the county where the certificate is filed.\n