§425E-907  Certificate ofwithdrawal; effect of failure to have certificate.  (a)  A foreignlimited partnership registered to transact business in this State may withdrawfrom this State upon procuring from the director a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign limitedpartnership shall deliver to the director an application for withdrawal,certified and signed by a general partner, which shall set forth:

(1)  The name of the foreign limited partnership andthe state or country under the laws of which it is formed;

(2)  That the foreign limited partnership is nottransacting business in this State;

(3)  That the foreign limited partnership surrendersits authority to transact business in this State;

(4)  That the foreign limited partnership revokes theauthority of its registered agent in this State to accept service of processand consents that service of process in any action, suit, or proceeding basedupon any cause of action arising in this State during the time the partnershipwas authorized to transact business in this State may thereafter be made on thepartnership by service thereof on the director;

(5)  The name and address of each general partner;

(6)  The dates that notice of the foreign limited partnership'sintent to withdraw from this State was published, once in each of foursuccessive weeks (four publications) in a newspaper of general circulationpublished in this State, or a statement that publication was not made;

(7)  That all taxes, debts, obligations, andliabilities of the foreign limited partnership in this State have been paid anddischarged or that adequate provision has been made therefor;

(8)  A mailing address to which the director may maila copy of any process against the foreign limited partnership that may beserved on the director; and

(9)  Such additional information as may be necessaryor appropriate in order to enable the director to determine and assess anyunpaid fees payable by the foreign limited partnership.

(b)  After the filing of the application ofwithdrawal, the director shall issue a certificate of withdrawal which shall beeffective as of the date of the filing of the application of withdrawal, andthe authority of the foreign limited partnership to transact business in thisState shall cease.

(c)  A withdrawal shall not terminate theauthority of the director to accept service of process on the foreign limitedpartnership with respect to causes of action arising out of the transaction ofbusiness in this State.

(d)  A foreign limited partnership transactingbusiness in this State may not maintain an action or proceeding in this Stateunless it has a certificate of authority to transact business in this State.

(e)  The failure of a foreign limitedpartnership to have a certificate of authority to transact business in thisState shall not impair the validity of a contract or act of the foreign limitedpartnership or prevent the foreign limited partnership from defending an actionor proceeding in this State.

(f)  A partner of a foreign limited partnershipshall not be liable for the obligations of the foreign limited partnershipsolely by reason of the foreign limited partnership's having transactedbusiness in this State without a certificate of authority.

(g)  If a foreign limited partnership transactsbusiness in this State without a certificate of authority or cancels itscertificate of authority, it consents that service of process in any action,suit, or proceeding based upon any cause of action arising out of thetransaction of business in this State may thereafter be made on the partnershipby service thereof on the director. [L 2003, c 210, pt of §1; am L 2004, c 121,§38]