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2017 Colorado Revised Statutes
Title 7 - Corporations and Associations
Partnerships
Article 61 - Uniform Limited Partnership Law of 1931
§ 7-61-126. Requirements for amendment and for cancellation of certificate

Universal Citation: CO Rev Stat ยง 7-61-126 (2017)
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(1) The writing to amend a certificate shall:

(a) Conform to the requirements of section 7-61-103 insofar as necessary to state clearly the change in the certificate that is desired; 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) If any person designated in subsections (1) and (2) of this section as a person who must 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.

(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 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.

(5) A certificate is amended or cancelled when there is filed for record in the office of the county clerk and recorder in which the certificate is recorded:

(a) A writing in accordance with the provisions of subsections (1) and (2) of this section; or

(b) 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.

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