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322.25 REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE.

Subdivision 1.Contents.

The writing to amend a certificate shall:

(1) conform to the requirements of section 322.02, clause (1) (a), as far as necessary to set forth clearly the change in the certificate which it is desired to make; and

(2) be signed and acknowledged or 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.

Subd. 2.All members sign.

The writing to cancel a certificate shall be signed by all members.

Subd. 3.Petition to court.

A person desiring the cancellation or amendment of a certificate, if any person designated in subdivisions 1 and 2 as a person who must execute the writing refuses to do so, may petition the district court to direct a cancellation or amendment thereof.

Subd. 4.Decree of court.

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 recorder in the office where the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be recorded in that office a certified copy of its decree setting forth the amendment.

Subd. 5.When effective.

A certificate is amended or canceled when there is filed for record in the registry of deeds where the certificate is recorded:

(1) a writing in accordance with the provisions of subdivision 1 or subdivision 2; or

(2) a certified copy of the order of the court in accordance with the provisions of subdivision 4.

Subd. 6.Amended certificate.

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.