TCA § 61-3-1014 — Cancellation of registration following administrative revocation
AI-assisted research summary: A revoked foreign limited partnership may cancel its registration without first being reinstated if it files the required certificate with the secretary of state and includes a good-standing confirmation.
When a foreign limited partnership that has had its registration revoked desires to cancel its registration it may do so without first being reinstated by filing with the secretary of state a certificate of cancellation of registration following administrative revocation of registration accompanied by a confirmation of good standing by the department of revenue. The certificate of cancellation of certificate of registration must set forth: The current name of the foreign limited partnership and, if different, the name under which the foreign limited partnership transacts business in this state; the date of revocation of foreign limited partnership registration; and the name of the jurisdiction under the laws of which the foreign limited partnership is formed; That the foreign limited partnership is not transacting business in this state and that it surrenders its authority to transact business in this state; That the foreign limited partnership either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4). After cancellation of the registration of the foreign limited partnership, service of process on the secretary of state or the continued registered agent under this section is service on the foreign limited partnership. Upon receipt of process, the secretary of state shall comply with § 61-3-121. However, the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign limited partnership, for purposes of the compliance with § 61-3-121 by the secretary of state.