(1) The writing to amend a certificate shall:
Conform to the requirements of section 7-61-103 insofar as necessary to state clearlythe change in the certificate that is desired; and
Be signed and sworn to by all members, and an amendment substituting a limitedpartner 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.
The writing to cancel a certificate shall be signed by all members.
If any person designated in subsections (1) and (2) of this section as a person whomust execute the writing to cancel a certificate refuses to do so, a person desiring the cancellation or amendment of such certificate may petition the district court to direct a cancellation or amendment thereof.
If the court finds that the petitioner has a right to have the writing executed by aperson who refuses to do so, it shall order the county clerk and recorder in the office in which 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 filed for record in said office a certified copy of its decree stating the amendment.
A certificate is amended or cancelled when there is filed for record in the office ofthe county clerk and recorder in which the certificate is recorded:
A writing in accordance with the provisions of subsections (1) and (2) of this section;or
A certified copy of the order of court in accordance with the provisions of subsection(4) of this section.
(6) After the certificate is duly amended in accordance with this section, the amended certificate thereafter shall be for all purposes the certificate provided for by this article.
Source: L. 31: p. 641, § 25. CSA: C. 123, § 68. CRS 53: § 104-2-25. C.R.S. 1963: § 104-2-25. L. 2003: (1)(a), (4), and IP(5) amended, p. 2240, § 121, effective July 1, 2004.