§ 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) The secretary of state shall file the certificate of cancellation if the secretary of state finds that the certificate of cancellation: (1) Complies with subsection (b); and (2) Is accompanied by a tax clearance for termination or withdrawal relative to such limited partnership; provided, however, that a confirmation of good standing shall be required in lieu of the tax clearance for termination or withdrawal if the limited partnership indicates in the certificate of cancellation that the limited partnership is converting to another entity type.

Legislative History

Acts 1988, ch. 922, § 1; 1989, ch. 270, § 13; 1999, ch. 363, § 1; 2009 , ch. 354, § 2; 2010 , ch. 741, § 53.