Title 7
Corporations, Associations, and Partnerships

Chapter 13.1
Uniform Limited Partnership Act

Part 10
Foreign Limited Partnerships

§ 7-13.1-1008. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

(a) A registered foreign limited partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the secretary of state for filing. The statement must state:

(1) In the case of a partnership that has completed winding up:

(i) Its name and jurisdiction of formation;

(ii) That the partnership surrenders its registration to do business in this state;

(iii) That the limited partnership revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the limited partnership was authorized to transact business in this state may subsequently be made on the limited partnership by service on the secretary of state in accordance with subsection (b) of this section;

(iv) The post office address to which the secretary of state may mail a copy of any process against the limited partnerships that is served on the secretary of state; and

(v) A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.

(2) In the case of a partnership that has converted:

(i) The name of the converting partnership and its jurisdiction of formation;

(ii) The type of entity to which the partnership has converted and its jurisdiction of formation;

(iii) That the converted entity surrenders the converting partnership’s registration to do business in this state and revokes the authority of the converting partnership’s registered agent to act as registered agent in this state on behalf of the partnership or the converted entity;

(iv) A mailing address to which service of process may be made under subsection (b), of this section; and

(v) A statement that the limited partnership certifies that it has no outstanding tax obligations. As required by § 7-13.1-213, the limited partnership has paid all fees and taxes.

(b) After a withdrawal under this section has become effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to § 7-13.1-121.