Section 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.