§425-164  Revocation of statement of qualification. (a)  [Subsection effective until June 30, 2010.  For subsection effectiveJuly 1, 2010, see below.]  The director may revoke the statement ofqualification of a limited liability partnership or statement of foreignqualification of a foreign limited liability partnership if:

(1)  The partnership fails to:

(A)  Pay any fees prescribed by law;

(B)  File its annual report for a period of twoyears;

(C)  Appoint and maintain an agent for serviceof process as required; or

(D)  File a statement of a change in the nameor business address of the agent as required; or

(2)  A misrepresentation has been made of any materialmatter in any application, report, affidavit, or other record or documentsubmitted by the partnership.

The director shall provide the partnership at leastsixty days' written notice of intent to revoke the statement.  The notice shallbe mailed to the partnership at its last known address appearing in the recordsof the director.  The notice shall specify the annual report that has not beenfiled or the fee that has not been paid, and the effective date of therevocation.  The revocation shall not be effective if the specified annualreport is filed and the specified fee is paid before the effective date of therevocation.

(a)  [Subsection effective July 1, 2010.  Forsubsection effective until June 30, 2010, see above.]  The director mayrevoke the statement of qualification of a limited liability partnership orstatement of foreign qualification of a foreign limited liability partnershipif:

(1)  The partnership fails to:

(A)  Pay any fees prescribed by law;

(B)  File its annual report for a period of twoyears;

(C)  Appoint and maintain an agent for serviceof process as required; or

(D)  File a statement of a change in the nameor business address of the agent as required by chapter 425R; or

(2)  A misrepresentation has been made of any materialmatter in any application, report, affidavit, or other record or documentsubmitted by the partnership.

The director shall provide the partnership at leastsixty days' written notice of intent to revoke the statement.  The notice shallbe mailed to the partnership at its last known address appearing in the recordsof the director.  The notice shall specify the annual report that has not beenfiled or the fee that has not been paid, and the effective date of therevocation.  The revocation shall not be effective if the specified annualreport is filed and the specified fee is paid before the effective date of therevocation.

(b)  Revocation under subsection (a) shall onlyaffect a partnership's status as a limited liability partnership or foreignlimited liability partnership, and shall not be deemed an event of dissolutionof the partnership.

(c)  A partnership whose statement ofqualification has been administratively revoked may apply to the director forreinstatement within two years after the effective date of the revocation.  Theapplication shall:

(1)  Recite the name of the partnership and theeffective date of the revocation;

(2)  Contain all reports due and unfiled;

(3)  Contain the payment of all delinquent fees andpenalties; and

(4)  Contain a certificate from the department oftaxation indicating that all taxes owed by the partnership have been paid, apayment arrangement has been entered into, or the unpaid tax liabilities arebeing contested in an administrative or judicial appeal with the department oftaxation.

(d)  A reinstatement under subsection (c) shallrelate back to and take effect as of the effective date of the revocation, andthe partnership's status as a limited liability partnership shall continue uponreinstatement as if the revocation had never occurred. [L 2000, c 218, pt of§1; am L 2002, c 130, §92; am L 2003, c 124, §56; am L 2006, c 235, §15; am L2009, c 23, §10 and c 55, §38]