1.Grounds for administrative dissolution.
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under subsection 2 to administratively dissolve a domestic limited partnership if:
2.Procedure for administrative dissolution of domestic limited partnership.
If the Secretary of State determines that one or more grounds exist under subsection 1 for dissolving a domestic limited partnership, the Secretary of State shall serve the limited partnership with a written notice of that determination as required by subsection 10.
3.Administrative dissolution.
The domestic limited partnership is administratively dissolved if within 60 days after the notice under subsection 2 was issued and is perfected under subsection 10 the Secretary of State d
Free access — add to your briefcase to read the full text and ask questions with AI
1.
Grounds for administrative dissolution.
Notwithstanding Title 4, chapter 5 and Title 5, chapter 375, the Secretary of State may commence a proceeding under subsection 2 to administratively dissolve a domestic limited partnership if:
2.
Procedure for administrative dissolution of domestic limited partnership.
If the Secretary of State determines that one or more grounds exist under subsection 1 for dissolving a domestic limited partnership, the Secretary of State shall serve the limited partnership with a written notice of that determination as required by subsection 10.
3.
Administrative dissolution.
The domestic limited partnership is administratively dissolved if within 60 days after the notice under subsection 2 was issued and is perfected under subsection 10 the Secretary of State determines that the limited partnership has failed to correct the ground or grounds for the dissolution. The Secretary of State shall send notice to the limited partnership as required by subsection 10 that recites the ground or grounds for dissolution and the effective date of dissolution.
4.
Effect of administrative dissolution; prohibition.
A domestic limited partnership administratively dissolved under this section continues its existence but may not transact any business in this State except as necessary to wind up the affairs of the limited partnership.
5.
Liability of limited partners.
A limited partner of a domestic limited partnership is not liable as a general partner of the limited partnership solely by reason of the limited partnership's having been administratively dissolved under this section.
6.
Validity of contracts; right to be sued; right to defend suit.
The administrative dissolution of a domestic limited partnership under this section does not impair:
7.
Authority of registered agent.
The administrative dissolution of a domestic limited partnership under this section does not terminate the authority of its registered agent.
8.
Protecting domestic limited partnership name after administrative dissolution.
The name of a domestic limited partnership remains in the Secretary of State's record of limited partnership names and is protected for a period of 3 years following administrative dissolution under this section.
9.
Notice to Superintendent of Financial Institutions in case of financial institution or credit union.
In the case of a financial institution authorized to do business in this State or a credit union authorized to do business in this State, as defined in Title 9‑B, the Secretary of State shall notify the Superintendent of Financial Institutions within a reasonable time prior to administratively dissolving the financial institution or credit union under this section.
10.
Delivery of notice.
The Secretary of State shall send notice of its determination under subsection 1 by regular mail and the service upon the domestic limited partnership is perfected 5 days after the Secretary of State deposits its determination in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed to the registered agent of the limited partnership.