Page:United States Statutes at Large Volume 76.djvu/709

 76 STAT. ]

PUBLIC LAW 87-716-SEPT. 28, 1962

(g) there is a false or erroneous statement in the certificate, (h) there is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution, (i) a time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate, or (j) the members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them. ItEQUIREMENTS FOR AMENDMENT AND FOR CANCELX,ATI0N OF CERTIFICATE

SEC. 25. (1) The writing to amend a certificate shall— (a) conform to the requirements of section 2(1)(a) as far as necessary to set forth clearly the change in the certificate which it is desired to make, 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) A person desiring the cancellation or amendment of a certificate, if any person designated in paragraphs (1) and (2) as a person who must execute the writing refuses to do so, may petition the United States District Court for the District of Columbia to direct a cancellat ion 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 Recorder of Deeds of the District of Columbia 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. (5) A certificate is amended or canceled when there is filed for record in the office of the Recorder of Deeds of the District of Columbia where the certificate is recorded— (a) a writing in accordance with the provisions of paragraph (1) or (2), o r (b) a certified copy of the order of court in accordance with the provisions of paragraph (4). (6) After the certificate is duly amended in accordance with this section, the amended certificate shall thereafter be for all purposes the t-ertificate provided for by this Act. PARTIES TO ACTION S

SEC. 26. A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the l)artnership. NAME OF zVCT

SEC. 27. This Act may be cited as the "Uniform Limited Partnership .Act •

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