ยง425-17 - Withdrawal procedure for foreign general partnership.
ยง425-17ย Withdrawal procedure for foreign
general partnership.ย (a)ย Any foreign general partnership which has
qualified to transact business in this State may withdraw and surrender its
right to engage in business within this State by securing from the director of
commerce and consumer affairs a certificate of withdrawal.ย Any such general
partnership shall file in the office of the director an application for
withdrawal, certified and signed by a general partner, which shall set forth:
(1)ย The name of the foreign general partnership, and
the state or country under the laws of which it is formed;
(2)ย That the foreign general partnership is not
transacting business in this State;
(3)ย That the foreign general partnership surrenders
its authority to transact business in this State;
(4)ย That the foreign general partnership revokes the
authority of its registered agent in this State to accept service of process,
and consents that service of process in any action, suit, or proceeding based
upon any cause of action arising in this State during the time the partnership
was authorized to transact business in this State may thereafter be made on the
partnership by service thereof on the director;
(5)ย The dates that notice of the foreign general
partnership's intent to withdraw from the State was published, once in each of
four successive weeks (four publications) in a daily or weekly publication of
statewide circulation or in separate daily or weekly publications whose
combined circulation is statewide, or a statement that publication was not
made;
(6)ย That all taxes, debts, obligations, and
liabilities of the foreign general partnership in this State have been paid and
discharged or that adequate provision has been made therefor;
(7)ย A mailing address to which the director may mail
a copy of any process against the foreign general partnership that may be
served on the director; and
(8)ย Such additional information as may be necessary
or appropriate to enable the director to determine and assess any unpaid fees
payable by the foreign general partnership.
(b)ย Upon the filing of the application for
withdrawal, and after the payment of a fee of $10, the director shall issue a
certificate of withdrawal, which shall be effective as of the date of the
filing of the application for withdrawal, and the authority of the foreign
general partnership to transact business in this State shall then cease.ย No
such general partnership may withdraw from this State without complying with
the aforesaid conditions and until such compliance, service of legal notices
and processes may be made on any agent of the general partnership within this
State, or if none can be found, service of such notices and processes upon the
director of commerce and consumer affairs shall be deemed sufficient service of
such notices and processes upon it. [L 1969, c 247, pt of ยง1; am L 1980, c 270,
ยง6; am L 1982, c 204, ยง8; am L 1983, c 124, ยง17; gen ch 1985; am L 1993, c 174,
ยง8; am L 1996, c 181, ยง4; am L 2000, c 219, ยง55; am L 2001, c 129, ยง72]