121-906. Termination of existence. When a foreign limited partnership which has received a certificate of authority is dissolved or its authority to conduct its business or existence is otherwise terminated or cancelled in the jurisdiction of its organization or when such foreign limited partnership is merged into or consolidated with another foreign limited partnership, (i) a certificate of the secretary of state, or official performing the equivalent function as to limited partnership records, in the jurisdiction of organization of such limited partnership attesting to the occurrence of any such event, or (ii) a certified copy of an order or decree of a court of such jurisdiction directing the dissolution of such foreign limited partnership, the termination of its existence or the surrender of its authority, shall be delivered to the department of state. The filing of the certificate, order or decree shall have the same effect as the filing of a certificate of surrender of authority under section 121-905 of this article. The secretary of state shall continue as agent of the foreign limited partnership upon whom process against it may be served in the manner set forth in section 121-109 of this article, in any action or proceeding based upon any liability or obligation incurred by the foreign limited partnership within this state prior to the filing of such certificate, order or decree. The post office address may be changed by filing with the department of state a certificate of amendment under section 121-903 or a certificate of change under section 121-903-A of this article.
Last modified: February 3, 2019