Minnesota § 322.25 - REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE
Full text of Minnesota Minnesota Statutes § 322.25 — REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE, with citation guidance and answers to common questions.
§ 322.25. REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE
Subdivision 1.Contents.
The writing to amend a certificate shall:
(1) conform to the requirements of section 322.02, clause (1)(a), as far as necessary to set forth clearly the change in the certificate which it is desired to make; and
(2) be signed and acknowledged or 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.
Subd. 2.All members sign.
The writing to cancel a certificate shall be signed by all members.
Subd. 3.Petition to court.
A person desiring the cancellation or amendment of a certificate, if any person designated in subdivisions 1 and 2 as a person who must execute the writing refuses to do so, may petition the district court to direct a cancellation or amendment thereof.
Subd. 4.Decree of court.
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 recorder in the office 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 recorded in that office a certified copy of its decree setting forth the amendment.
Subd. 5.When effective.
A certificate is amended or canceled when there is filed for record in the registry of deeds where the certificate is recorded:
(1) a writing in accordance with the provisions of subdivision 1 or subdivision 2; or
(2) a certified copy of the order of the court in accordance with the provisions of subdivision 4.
Subd. 6.Amended certificate.
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 chapter.
History:
(7377) 1919 c 498 s 25; 1951 c 214 s 1; 1961 c 724 s 2; 1976 c 181 s 2; 2005 c 4 s 59
Official Publication of the State of Minnesota
Revisor of Statutes
Source: official Minnesota text · Last verified 2026-08-27
Frequently Asked Questions About Minnesota § 322.25
What does Minnesota Statutes § 322.25 cover?
Section 322.25 ("REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE") is part of the Minnesota Statutes, the codified statutory law of Minnesota. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Minnesota § 322.25?
A common citation format is "Minnesota Statutes § 322.25" (Minnesota). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Minnesota law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Minnesota official source linked on this page or consult a licensed Minnesota attorney.
How does Minnesota § 322.25 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Minnesota can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Minnesota.