§ 14-9A-26 - Procedure for amendment or cancellation of certificate of limited partnership
O.C.G.A. 14-9A-26 (2010)
14-9A-26. Procedure for amendment or cancellation of certificate of limited partnership
(a) The writing to amend a certificate shall:
(1) Conform to the requirements of paragraph (1) of subsection (a) of Code Section 14-9A-20 as far as necessary to set forth clearly the change in the certificate which it is desired to make; and
(2) Be signed and sworn to by all members. 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.
(b) The writing to cancel a certificate shall be signed by all members.
(c) A person desiring the cancellation or amendment of a certificate, if any person designated in subsections (a) and (b) of this Code section as a person who must execute the writing refuses to do so, may petition the superior court of the county wherein the principal place of business of said partnership is situated to direct a cancellation or amendment thereof.
(d) 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 clerk of the superior court 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 filed for record in said office a certified copy of its decree setting forth the amendment.
(e) A certificate is amended or canceled when there is filed for record in the office of the clerk of the superior court where the certificate is recorded:
(1) A writing in accordance with subsection (a) or (b) of this Code section; or
(2) A certified copy of the order of court in accordance with subsection (d) of this Code section.
(f) After the certificate is duly amended in accordance with this Code section, the amended certificate shall thereafter be for all purposes the certificate provided for by this article.