Cancellation of Registration

  1. Law
  2. Tennessee Code
  3. Partnerships
  4. Revised Uniform Limited Partnership Act
  5. Foreign Limited Partnerships
  6. Cancellation of Registration

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  1. A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration executed by a general partner, which shall set forth:
    1. The name of the foreign limited partnership, and, if different, the name under which it is registered to do business in Tennessee;
    2. The name of the state or country under whose law it was organized;
    3. That it is not transacting business in this state and that it surrenders its registration to transact business in this state;
    4. That it either continues its registered agent in this state or revokes the authority of the registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
    5. A mailing address to which the secretary of state may mail a copy of any process served on him under subdivision (a)(4); and
    6. A commitment to notify the secretary of state in the future of any change in mailing address.
  2. The secretary of state shall file the certificate of cancellation of registration if the secretary of state finds that the certificate of cancellation of registration:
    1. Complies with subsection (a); and
    2. Is accompanied by a tax clearance for termination or withdrawal relative to such foreign limited partnership.
  3. When the certificate of cancellation of registration has been filed in accordance with subsection (b), the cancellation of the certificate of registration of the foreign limited partnership is effective. After cancellation of the registration of the foreign limited partnership is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign limited partnership. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign limited partnership at the mailing address set forth under subdivision (a)(5).


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