Title 7
Corporations, Associations, and Partnerships

Chapter 13.1
Uniform Limited Partnership Act

Part 8
Dissolution and Winding Up

§ 7-13.1-812. Issuance of certificates of revocation.

(a) Upon revoking any such certificate of limited partnership, the secretary of state shall:

(1) Issue a certificate of revocation in duplicate;

(2) File one of the certificates in the secretary of state’s office;

(3) Send to the limited partnership by regular mail a certificate of revocation, addressed to the registered agent of the limited partnership in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited partnership in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation certificate is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the limited partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a limited partnership that has not yet filed an annual report, then to the domestic limited partnership at the principal office in the certificate of limited partnership or to the authorized person listed on the certificate of limited partnership, and no further notice shall be required.

(b) A limited partnership that is revoked continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under §§ 7-13.1-802, 7-13.1-806, 7-13.1-807, 7-13.1-808, and 7-13.1-810, or to apply for reinstatement under § 7-13.1-813.

(c) The revocation of a limited partnership does not terminate the authority of its registered agent.