§425E-907  Certificate of

withdrawal; effect of failure to have certificate.  (a)  A foreign

limited partnership registered to transact business in this State may withdraw

from this State upon procuring from the director a certificate of withdrawal. 

In order to procure a certificate of withdrawal, the foreign limited

partnership shall deliver to the director an application for withdrawal,

certified and signed by a general partner, which shall set forth:

     (1)  The name of the foreign limited partnership and

the state or country under the laws of which it is formed;

     (2)  That the foreign limited partnership is not

transacting business in this State;

     (3)  That the foreign limited partnership surrenders

its authority to transact business in this State;

     (4)  That the foreign limited partnership revokes the

authority of its registered agent in this State to accept service of process

and consents that service of process in any action, suit, or proceeding based

upon any cause of action arising in this State during the time the partnership

was authorized to transact business in this State may thereafter be made on the

partnership by service thereof on the director;

     (5)  The name and address of each general partner;

     (6)  The dates that notice of the foreign limited partnership's

intent to withdraw from this State was published, once in each of four

successive weeks (four publications) in a newspaper of general circulation

published in this State, or a statement that publication was not made;

     (7)  That all taxes, debts, obligations, and

liabilities of the foreign limited partnership in this State have been paid and

discharged or that adequate provision has been made therefor;

     (8)  A mailing address to which the director may mail

a copy of any process against the foreign limited partnership that may be

served on the director; and

     (9)  Such additional information as may be necessary

or appropriate in order to enable the director to determine and assess any

unpaid fees payable by the foreign limited partnership.

     (b)  After the filing of the application of

withdrawal, the director shall issue a certificate of withdrawal which shall be

effective as of the date of the filing of the application of withdrawal, and

the authority of the foreign limited partnership to transact business in this

State shall cease.

     (c)  A withdrawal shall not terminate the

authority of the director to accept service of process on the foreign limited

partnership with respect to causes of action arising out of the transaction of

business in this State.

     (d)  A foreign limited partnership transacting

business in this State may not maintain an action or proceeding in this State

unless it has a certificate of authority to transact business in this State.

     (e)  The failure of a foreign limited

partnership to have a certificate of authority to transact business in this

State shall not impair the validity of a contract or act of the foreign limited

partnership or prevent the foreign limited partnership from defending an action

or proceeding in this State.

     (f)  A partner of a foreign limited partnership

shall not be liable for the obligations of the foreign limited partnership

solely by reason of the foreign limited partnership's having transacted

business in this State without a certificate of authority.

     (g)  If a foreign limited partnership transacts

business in this State without a certificate of authority or cancels its

certificate of authority, it consents that service of process in any action,

suit, or proceeding based upon any cause of action arising out of the

transaction of business in this State may thereafter be made on the partnership

by service thereof on the director. [L 2003, c 210, pt of §1; am L 2004, c 121,

§38]