§ 121-906 — Termination of existence

§ 121-906. Termination of existence. When a foreign limited\npartnership which has received a certificate of authority is dissolved\nor its authority to conduct its business or existence is otherwise\nterminated or cancelled in the jurisdiction of its organization or when\nsuch foreign limited partnership is merged into or consolidated with\nanother foreign limited partnership, (i) a certificate of the secretary\nof state, or official performing the equivalent function as to limited\npartnership records, in the jurisdiction of organization of such limited\npartnership attesting to the occurrence of any such event, or (ii) a\ncertified copy of an order or decree of a court of such jurisdiction\ndirecting the dissolution of such foreign limited partnership, the\ntermination of its existence or the surrender of its authority, shall be\ndelivered to the department of state. The filing of the certificate,\norder or decree shall have the same effect as the filing of a\ncertificate of surrender of authority under section 121-905 of this\narticle. The secretary of state shall continue as agent of the foreign\nlimited partnership upon whom process against it may be served in the\nmanner set forth in section 121-109 of this article, in any action or\nproceeding based upon any liability or obligation incurred by the\nforeign limited partnership within this state prior to the filing of\nsuch certificate, order or decree. The post office address and/or email\naddress may be changed by filing with the department of state a\ncertificate of amendment under section 121-903 or a certificate of\nchange under section 121-903-A of this article.\n