Sec. 34-433. (Formerly Sec. 34-81n). Foreign limited liability partnership: Revocation of certificate of authority.
Sec. 34-433. (Formerly Sec. 34-81n). Foreign limited liability partnership: Revocation of certificate of authority. (a) The certificate of authority of a foreign registered limited liability partnership to transact business in this state may be revoked by
the Secretary of the State upon the conditions provided in this section when: (1) The
foreign registered limited liability partnership has failed to file its annual report with
the Secretary of the State; or (2) a wilful misrepresentation has been made of any material
matter in any application, report, affidavit or other document, submitted by such foreign
registered limited liability partnership pursuant to sections 34-300 to 34-434, inclusive.
(b) (1) Upon the happening of the events set out in subdivision (1) of subsection
(a) of this section, the Secretary of the State may revoke the certificate of authority of
such foreign registered limited liability partnership to transact business in this state. (2)
Upon determining to revoke the certificate of authority of a foreign registered limited
liability partnership the Secretary of the State shall give not less than thirty days' written
notice to the foreign registered limited liability partnership that said secretary intends
to revoke the certificate of authority of such foreign registered limited liability partnership for one of said causes, specifying the same. Such notice shall be given by registered
or certified mail or mail evidenced by a certificate of mailing addressed to the foreign
registered limited liability partnership at its address as last shown on the records of the
Secretary of the State. If, before expiration of the time set forth in the notice, the foreign
registered limited liability partnership establishes to the satisfaction of the Secretary of
the State that the stated cause for the revocation of its certificate of authority did not
exist at the time the notice was mailed or, if it did exist at said time, has been cured, the
Secretary of the State shall take no further action. Otherwise, on the expiration of the
time stated in the notice, said secretary shall revoke the certificate of authority of such
foreign registered limited liability partnership to transact business in this state.
(c) Upon revoking the certificate of authority of any foreign registered limited liability partnership, the Secretary of the State shall file a certificate of revocation in his office
and mail a copy thereof to such foreign registered limited liability partnership at its
address as last shown on said secretary's records. The filing of such certificate shall cause
the authority of a foreign registered limited liability partnership to transact business
in this state to cease. Notwithstanding the filing of the certificate of revocation, the
appointment by a foreign registered limited liability partnership of an attorney upon
whom process may be served shall continue in force as long as any liability remains
outstanding against the partnership in this state.
(d) The authority to transact business in this state is retained until expressly revoked
by the Secretary of the State. Revocation of the authority of a foreign registered limited
liability partnership to transact business in this state shall not affect the status of said
partnership in this state under subsection (4) of section 34-400, or the validity of the
acts of said partnership occurring prior to the effective date of revocation.
(P.A. 94-218, S. 18, 28; P.A. 95-252, S. 23; P.A. 96-77, S. 6, 17.)
History: P.A. 94-218 effective January 1, 1996; P.A. 95-252 amended Subsec. (b) to provide that notice may be given
by mail evidenced by a certificate of mailing; P.A. 96-77 amended Subsec. (a) to replace reference to "sections 34-40, 34-44, 34-53, 34-56, 34-72, 34-74, 34-78 and 34-81a to 34-81z, inclusive" with "sections 34-300 to 34-434, inclusive",
effective July 1, 1997; Sec. 34-81n transferred to Sec. 34-433 in 1997.