AI-assisted research summary: A dissolved limited partnership that has finished winding up may file a statement of termination. Partners may extend a terminated partnership’s term within two years, but only if they follow the partnership agreement, amend the certificate, and comply with the new-name rule when needed.
(a) A dissolved limited partnership that has completed winding up may deliver to the director for filing a statement of termination that states: (1) The name of the limited partnership; (2) The date of filing of its initial certificate of limited partnership; and (3) The effective date, which shall be a date and time certain, of cancellation, if it is not to be effective upon the filing of the certificate. (b) A limited partnership shall be terminated upon the effective date of its statement of termination. The statement of termination may specify a delayed effective time and date, and if so, the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document shall be effective at the close of business on that date. A delayed effective date for a document shall not be later than the thirtieth day after the date it is filed. (c) If a partnership has terminated by the expiration of its term of existence, the partners may, at any time within two years of such termination, by taking action consistent with the partnership agreement and by amending the partnership's certificate of limited partnership, extend the term of partnership. Such extension shall be effective from the original filing of the certificate. (d) Within the applicable two-year period, should the name of the limited partnership, or a name substantially identical, be registered or reserved by another entity or should such name or a name substantially identical be registered as a trade name, trademark, or service mark, then extension of its term of existence shall be allowed only upon the registration of a new name by the limited partnership pursuant to the amendment provisions of this chapter. [L 2003, c 210, pt of §1]