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This entry was published on 2023-01-06
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SECTION 121-905
Surrender of certificate of authority
Partnership (PTR) CHAPTER 39, ARTICLE 8-A
§ 121-905. Surrender of certificate of authority. (a) A foreign
limited partnership may surrender its certificate of authority by filing
with the department of state a certificate entitled, "Certificate of
surrender of authority of.... (name of limited partnership)" signed by a
general partner, or by a trustee, receiver or other person authorized by
law to wind up such partnership. The authority of the foreign limited
partnership to do business in this state shall terminate on such filing
of the certificate of surrender of authority. A surrender shall not
terminate the authority of the secretary of state to accept service of
process on the foreign limited partnership with respect to causes of
action arising out of doing business in this state.

(b) The certificate of surrender of authority shall state:

(1) the name of the foreign limited partnership as it appears on the
index of names of existing domestic and authorized foreign limited
partnerships of any type or kind in the department of state, and the
fictitious name the foreign limited partnership has agreed to use in
this state pursuant to section 121-902 of this article;

(2) the jurisdiction where it was organized;

(3) the date on which its certificate of authority to do business in
this state was filed with the department of state;

(4) that it surrenders its authority to do business in this state;

(5) that it revokes the authority of its registered agent, if any,
previously designated, and that it consents that process against it in
any action or special proceeding based upon any liability or obligation
incurred by it within this state before the filing of the certificate of
surrender may be served on the secretary of state in the manner set
forth in section 121-109 of this article; and

(6) a post office address within or without this state to which the
secretary of state shall mail a copy of any process against it served
upon him or her. The limited partnership may include an email address to
which the secretary of state shall email a notice of the fact that
process against it has been electronically served upon him or her.