Article 1865Limited Partnership (n)

The writing to amend a certificate shall:

(1) Conform to the requirements of article 1844 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, 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.

The writing to cancel a certificate shall be signed by all

members.

A person desiring the cancellation or amendment of a

certificate, if any person designated in the first and

second paragraphs as a person who must execute the

writing refuses to do so, may petition the court to order a

cancellation or amendment thereof.

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 Office of the Securities and Exchange

Commission where the certificate is recorded, to record

the cancellation or amendment of the certificate; and

when 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.

A certificate is amended or cancelled when there is filed

for record in the Office of the Securities and Exchange

Commission, where the certificate is recorded:

(1) A writing in accordance with the provisions of the first

or second paragraph, or

(2) A certified copy of the order of the court in accordance

with the provisions of the fourth paragraph;

(3) After the certificate is duly amended in accordance

with this article, the amended certified shall thereafter be

for all purposes the certificate provided for in this

Chapter.