Defaulting partnerships: Duties of Secretary of State; revocation of certificate; assets held in trust.
1. The Secretary of State shall notify, by providing written notice to its resident agent, each defaulting limited partnership. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided electronically.
2. Immediately after the first day of the first anniversary of the month following the month in which filing was required, the certificate of the limited partnership is revoked.
3. The Secretary of State shall compile a complete list containing the names of all limited partnerships whose right to transact business has been forfeited.
4. The Secretary of State shall notify, by providing written notice to its resident agent, each limited partnership specified in subsection 3 of the revocation of its certificate. The written notice:
(a) Must include a statement indicating the amount of the filing fee, penalties incurred and costs remaining unpaid.
(b) At the request of the resident agent, may be provided electronically.
5. In case of revocation of the certificate and of the forfeiture of the right to transact business thereunder, all the property and assets of the defaulting domestic limited partnership are held in trust by the general partners, and the same proceedings may be had with respect thereto as for the judicial dissolution of a limited partnership. Any person interested may institute proceedings at any time after a forfeiture has been declared, but, if the Secretary of State reinstates the limited partnership, the proceedings must at once be dismissed and all property restored to the general partners.
Last modified: February 26, 2006