LD 1767
pg. 16
Page 15 of 54 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 17 of 54
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LR 2593
Item 1

 
1.__Notice of determination to administratively dissolve
domestic limited partnership.__If the Secretary of State
determines that one or more grounds exist under section 408-A for
dissolving a domestic limited partnership, the Secretary of State
shall issue a written notice of that determination to the limited
partnership's last registered office address.

 
2.__Administrative dissolution.__The domestic limited
partnership will be administratively dissolved if within 60 days
after the notice under subsection 1 was issued the Secretary of
State determines that the limited partnership has failed to
correct the ground or grounds for the dissolution.__The Secretary
of State shall send notice to the limited partnership at its last
registered office address that recites the ground or grounds for
dissolution and the effective date of dissolution.

 
3.__Effect of administrative dissolution; prohibition.__A
domestic limited partnership administratively dissolved continues
its existence but may not transact any business in this State
except as necessary to wind up the affairs of the limited
partnership.

 
4.__Liability of limited partners.__A limited partner of a
domestic limited partnership is not liable as a general partner
of the limited partnership solely by reason of the limited
partnership having been administratively dissolved under this
section.

 
5.__Validity of contracts; right to be sued; right to defend
suit.__The administrative dissolution of a domestic limited
partnership under this section does not impair:

 
A.__The validity of any contract or act of the domestic
limited partnership;

 
B.__The right of any other party to the contract to maintain
any action, suit or proceeding on the contract; or

 
C.__The right of the domestic limited partnership to defend
any action, suit or proceeding in any court of this State.

 
6.__Authority of registered agent.__The administrative
dissolution of a domestic limited partnership does not terminate
the authority of its registered agent.

 
7.__Protecting domestic limited partnership name after
administrative dissolution.__The name of a domestic limited
partnership remains in the Secretary of State's record of limited
partnership names and is protected for a period of 3 years
following administrative dissolution.


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