N.Y. Partnership Law § 114: Requirements for amendment or cancellation

§ 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.