1. A certificate of limited partnership must be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation must be filed in the Office of the Secretary of State and set forth: (a) The name of the limited partnership; (b) The reason for filing the certificate of cancellation; (c) The effective date and time of the cancellation if other than the time of the filing of the certificate with the Secretary of State, which date must not be more than 90 days after the date on which the certificate is filed; and (d) Any other information the general partners filing the certificate determine. 2. If a certificate filed pursuant to subsection 1 specifies a later effective date but does not specify an effective time, the cancellation of the certificate of limited partnership is effective at 12:01 a.m. in the Pacific time zone on the specified later date.
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