§ 50-73.69. (Effective until April 1, 2009) Penalty for failure to timely pay annual registration fee or file s...
A. Any domestic or any foreign limited partnership failing to pay the annual registration fee into the state treasury within the time prescribed in § 50-73.67 shall incur a penalty thereon of $25, which shall be added to the amount of the annual registration fee due. The penalty prescribed herein shall be in addition to any other penalties and liabilities imposed by law.
B. 1. If any domestic or foreign limited partnership fails to pay on or before October 1 of the year assessed the annual registration fee, the Commission shall mail notice to the limited partnership of impending cancellation of its certificate of limited partnership or certificate of registration, as the case may be. The certificate shall be automatically canceled if any annual registration fee is unpaid as of December 31 of that year. A domestic limited partnership whose certificate has been canceled pursuant to this section is dissolved upon cancellation and shall be wound up pursuant to Article 8 (§ 50-73.49 et seq.) of this chapter.
2. If any domestic or foreign limited partnership whose registered agent has filed with the Commission his statement of resignation pursuant to § 50-73.6 fails to file a statement of change pursuant to § 50-73.5 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the limited partnership of impending cancellation of its certificate. If the limited partnership fails to file the statement of change as of the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the certificate shall be automatically canceled as of that day. A domestic limited partnership whose certificate has been canceled pursuant to this section is dissolved upon cancellation and shall be wound up pursuant to Article 8 (§ 50-73.49 et seq.) of this chapter.
3. If the certificate of a domestic limited partnership is canceled pursuant to subdivisions 1 or 2, its properties and affairs shall pass automatically to its general partners as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited partnership, (ii) sell, convey and dispose of such of its properties as are not to be distributed in kind to its partners, (iii) pay, satisfy and discharge its liabilities and obligations and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its partners according to their respective rights and interests.
C. A limited partner of a domestic or foreign limited partnership is not liable as a general partner of that domestic or foreign limited partnership solely by reason of the failure or refusal of that limited partnership to pay the annual registration fee or by reason of the cancellation of the limited partnership's certificate of limited partnership or certificate of registration, as applicable, pursuant to subsection B of this section.
D. A domestic or foreign limited partnership whose certificate of limited partnership or certificate of registration has been canceled pursuant to either subsection B of this section or § 50-73.13 or § 50-73.58 may be relieved of the cancellation, and its certificate of limited partnership or certificate of registration shall be reinstated (i) by paying, not later than five years following the date of cancellation, the annual registration fee required by § 50-73.67, together with any late fee imposed by subsection A of this section; a reinstatement fee of $100; and all registration fees and penalties that were due before the certificate was canceled and would have become due had the certificate not been canceled; and (ii) by filing a duly authenticated copy of any amendments made to the certificate of limited partnership by a foreign limited partnership and any mergers entered into by a foreign limited partnership, from the date of cancellation pursuant to subsection B of this section to the date of reinstatement. If the name of the limited partnership is not available at the time of reinstatement, the limited partnership shall file an amendment to its certificate of limited partnership or certificate of registration or adopt an assumed name for use in the Commonwealth as a precondition to reinstatement.
E. If the domestic or foreign limited partnership complies with the provisions of, and pays the fees required by, subsection D of this section, the Commission shall reinstate the certificate of limited partnership or certificate of registration of the limited partnership. A domestic or foreign limited partnership whose certificate of limited partnership or certificate of registration is reinstated within five years after the date on which it was canceled pursuant to subsection B of this section or § 50-73.13 or § 50-73.58 shall be deemed not to have had its certificate of limited partnership or certificate of registration canceled. In that event, the reinstated domestic or foreign limited partnership resumes carrying on its business as if neither cancellation nor dissolution had ever occurred, and any liability incurred by that domestic or foreign limited partnership or a partner after the cancellation and before the reinstatement is determined as if cancellation had never occurred.
(1985, c. 607; 1996, c. 255; 1998, c. 163; 2000, c. 52; 2004, cc. 274, 601.)
§ 50-73.69. (Effective April 1, 2009) Penalty for failure to timely pay annual registration fee.
A. Any domestic or any foreign limited partnership that fails to pay the annual registration fee into the state treasury within the time prescribed in § 50-73.67 shall incur a penalty of $25, which shall be added to the amount of the annual registration fee due. The penalty prescribed herein shall be in addition to any other penalty or liability imposed by law.
B. The Commission shall mail to each domestic and foreign limited partnership that fails to pay the annual registration fee within the time prescribed in § 50-73.67 notice of assessment of the penalty imposed herein and of the impending cancellation of its existence or certificate of registration, as the case may be. A domestic limited partnership whose certificate has been canceled pursuant to this section is dissolved upon cancellation and shall be wound up pursuant to Article 8 (§ 50-73.49 et seq.) of this chapter.
(1985, c. 607; 1996, c. 255; 1998, c. 163; 2000, c. 52; 2004, cc. 274, 601; 2008, c. 586.)
Sections: Previous 50-73.62 50-73.63 50-73.64 50-73.65 50-73.66 50-73.67 50-73.68 50-73.69 50-73.70 50-73.71 50-73.72 50-73.73 50-73.74 50-73.75 50-73.76 NextLast modified: April 16, 2009