61-2-203 - Cancellation generally Continuation of limited partnership after cancellation of certificate.
61-2-203. Cancellation generally Continuation of limited partnership after cancellation of certificate.
(a) A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the limited partnership or at any other time there are no limited partners.
(b) A certificate of cancellation shall be filed with the secretary of state and set forth:
(1) The name of the limited partnership;
(2) The date of filing of its certificate of limited partnership;
(3) The reason for filing the certificate of cancellation;
(4) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate; and
(5) Any other information which the person filing the certificate of cancellation determines necessary to include.
(c) If the secretary of state finds that the certificate of cancellation is accompanied by a certificate from the commissioner of revenue that the limited partnership has properly filed all reports and paid all taxes and penalties required by the revenue laws of this state, then the secretary of state shall file the certificate of cancellation. The cancellation is effective upon filing of the certificate of cancellation by the secretary of state.
(d) Notwithstanding any other provision of the law to the contrary, if, prior to July 1, 1999, a certificate of limited partnership is cancelled due to the expiration of the limited partnership's term as stated in the certificate, the limited partnership may thereafter continue its existence without interruption if it files within ninety (90) days of such cancellation another certificate of limited partnership in compliance with § 61-2-201.
[Acts 1988, ch. 922, § 1; 1989, ch. 270, § 13; 1999, ch. 363, § 1; 2009, ch. 354, § 2.]