Requirements for Amendments and for Cancellation of

Certificates.

(1)The writing to amend a certificate shall: COL120106 CH. 27 L IMITED PARTNERSHIPS

(a)Conform to the requirements of § 27201(a) as far as necessary to set forth clearly the change in the certificate which it is desired to make, and

(b)Be signed and sworn to by all members, and 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 paragraphs

(1)and

(2)of this section as a person who must execute the writing refuses to do so, may petition the Superior 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 Director of Revenue and Taxation to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment.

(5)A certificate is amended or cancelled when there is filed for record in the office where the certificate is filed and recorded:

(a)A writing in accordance with the provisions of paragraph

(1)or

(2)of this section, or

(b)A certified copy of the order of court in accordance with the provisions of paragraph

(4)of this section.

(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 Chapter.