114. Requirements for amendment or cancellation. (1) The writing to amend a certificate shall
(a) Conform to the requirements of subdivision one-a of section ninety-one of this article, as far as necessary to set forth clearly the change in the certificate which it is desired to make, and
(b) Be signed and acknowledged or sworn to by all members, except that a writing making a change in the statement of the place of residence of any member shall be signed and acknowledged by such member only. An amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.
(2) The writing to cancel a certificate shall be signed by all members.
(3) A person desiring the cancellation or amendment of a certificate, if any person designated in subdivisions one and two of this section as a person who must execute the writing refuses to do so, may petition the supreme court to direct a cancellation or amendment thereof.
(4) If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the county clerk of the county where the certificate is filed to file the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed in said office a certified copy of its decree setting forth the amendment.
(5) A certificate is amended or cancelled when there is filed in the office of the county clerk where the certificate is filed.
(a) A writing in accordance with the provisions of subdivisions one and two of this section, or,
(b) A certified copy of the order of the court in accordance with the provisions of subdivision four thereof
Provided, however, that in the case of an amendment made where there is a change to another county of the location of the principal place of business, a certificate is not amended until a certified copy of the certificate and certified copies of all writings or certified copies of orders amending the certificate are also filed in the office of the county clerk of the county to which the location of the principal place of business is changed.
(6) After the certificate is duly amended in accordance with this section, the amended certificate shall thereafter be for all purposes the certificate provided for by this article, and when the certificate has been amended by reason of a change to another county of the location of the principal place of business, the county in which a certified copy of the amended certificate was last filed shall thereafter be deemed to be the county where the certificate is filed.
Last modified: February 3, 2019