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 inthe first and second paragraphs as a person who must execute the writing refuses to do so, maypetition the court to order the cancellation or amendment thereof.
If the court finds that the petitioner has a right to have the writing executed by a person whorefuses to do so, it shall order the Securities and Exchange Commission where the certificate isrecorded to record the cancellation or amendment of the certificate; and when the certificate isto be amended , the court shall also cause to be filed for record in said office a certified copy ofits decree setting forth the amendment.A certificate is amended or cancelled when there is filed for record in the Office of the Securitiesand 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 court in accordance with the provisions of the fourthparagraph;(3)After the certificate is duly amended in accordance with this article, the amended certificateshall thereafter be for all purposes the certificate provided for in this Chapter.Art. 1867. A limited partnership formed under the law prior to the effectivity of this Code, maybecome a limited partnership under this Chapter by complying with the provisions of Article1844, provided the certificate sets forth:(1) The amount of the original contribution of each limited partner, and the time when thecontributions was made; and(2)That the property of the partnership exceeds the amount sufficient to discharge its liabilitiesto persons not claiming as general or limited partners by an amount greater than the sumof the contributions of its limited partners.A limited partnership formed under the law prior to the effectivity of this Code, until or unless itbecomes a limited partnership under this chapter, shall continue to be governed by theprovisions of the old law.GeneralizationsStudents would be able to comprehend the key concepts of the lesson by reading andanalyzing the provisions of law, and by taking into consideration the self-examination guidequestions.In addition, the Professor will deliver a forty-minute synchronous ONLINE learning lecturethrough ZOOM.Here are the self-examination guide questions:Art. 1843a.This provision was already tackled. For review purposes, what is the concept of limitedpartnership?b.What are the characteristics of limited partnership?
c.What are the differences between a general partner /partnership and a limitedpartner/partnership?Art. 1844.a.What are the requirements for formation of a limited partnership?b.How prescribed certificate for limited partnership are executed?