Section 121-906. Termination of existence  


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  • 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.