N.Y. Partnership Law 121-905 – Surrender of certificate of authority
§ 121-905. Surrender of certificate of authority. (a) A foreign limited partnership may surrender its certificate of authority by filing with the department of state a certificate entitled, "Certificate of surrender of authority of…. (name of limited partnership)" signed by a general partner, or by a trustee, receiver or other person authorized by law to wind up such partnership. The authority of the foreign limited partnership to do business in this state shall terminate on such filing of the certificate of surrender of authority. A surrender shall not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of doing business in this state.
Terms Used In N.Y. Partnership Law 121-905
- Foreign limited partnership: means a partnership formed under the laws of any jurisdiction, including any foreign country, other than the laws of this state and having as partners one or more general partners and one or more limited partners. See N.Y. Partnership Law 121-101
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and, if required by the law of the jurisdiction under which the limited partnership or foreign limited partnership, as the case may be, is organized, is so named in the certificate of limited partnership or similar instrument. See N.Y. Partnership Law 121-101
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: means a natural person, partnership, limited partnership (domestic or foreign), limited liability company (domestic or foreign), trust, estate, custodian, nominee, association, corporation or any other individual or entity in its own or any representative capacity. See N.Y. Partnership Law 121-101
- Process: means judicial process and all orders, demands, notices or other papers required or permitted by law to be personally served on a limited partnership (domestic or foreign), for the purpose of acquiring jurisdiction of such limited partnership in any action or proceeding, civil or criminal, whether judicial, administrative, arbitrative or otherwise, in this state or in the federal courts sitting in or for this state. See N.Y. Partnership Law 121-101
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See N.Y. Partnership Law 121-101
- Trustee: A person or institution holding and administering property in trust.
(b) The certificate of surrender of authority shall state:
(1) the name of the foreign limited partnership as it appears on the index of names of existing domestic and authorized foreign limited partnerships of any type or kind in the department of state, and the fictitious name the foreign limited partnership has agreed to use in this state pursuant to section 121-902 of this article;
(2) the jurisdiction where it was organized;
(3) the date on which its certificate of authority to do business in this state was filed with the department of state;
(4) that it surrenders its authority to do business in this state;
(5) that it revokes the authority of its registered agent, if any, previously designated, and that it consents that process against it in any action or special proceeding based upon any liability or obligation incurred by it within this state before the filing of the certificate of surrender may be served on the secretary of state in the manner set forth in section 121-109 of this article; and
(6) a post office address within or without this state to which the secretary of state shall mail a copy of any process against it served upon him or her. The limited partnership may include an email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon him or her.