§ 121-905. Surrender of certificate of authority. (a) A foreign\nlimited partnership may surrender its certificate of authority by filing\nwith the department of state a certificate entitled, "Certificate of\nsurrender of authority of.... (name of limited partnership)" signed by a\ngeneral partner, or by a trustee, receiver or other person authorized by\nlaw to wind up such partnership. The authority of the foreign limited\npartnership to do business in this state shall terminate on such filing\nof the certificate of surrender of authority. A surrender shall not\nterminate the authority of the secretary of state to accept service of\nprocess on the foreign limited partnership with respect to causes of\naction arising out of doing business in this state.\n (b) The certificate of surrender of authority shall state:\n (1) the name of the foreign limited partnership as it appears on the\nindex of names of existing domestic and authorized foreign limited\npartnerships of any type or kind in the department of state, and the\nfictitious name the foreign limited partnership has agreed to use in\nthis state pursuant to section 121-902 of this article;\n (2) the jurisdiction where it was organized;\n (3) the date on which its certificate of authority to do business in\nthis state was filed with the department of state;\n (4) that it surrenders its authority to do business in this state;\n (5) that it revokes the authority of its registered agent, if any,\npreviously designated, and that it consents that process against it in\nany action or special proceeding based upon any liability or obligation\nincurred by it within this state before the filing of the certificate of\nsurrender may be served on the secretary of state in the manner set\nforth in section 121-109 of this article; and\n (6) a post office address within or without this state to which the\nsecretary of state shall mail a copy of any process against it served\nupon him or her. The limited partnership may include an email address to\nwhich the secretary of state shall email a notice of the fact that\nprocess against it has been electronically served upon him or her.\n
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