§ 61-3-1009. Revocation of Registration
The secretary of state may commence a proceeding under subsection (b) to administratively revoke the registration of a registered foreign limited partnership authorized to transact business in this state, if: The foreign limited partnership does not deliver its annual report to the secretary of state within two (2) months after the report is due; The […]
§ 61-3-1010. Reinstatement of Foreign Limited Partnership
If the registration of a foreign limited partnership is administratively revoked pursuant to § 61-3-1009, the partnership may apply to the secretary of state for reinstatement following the administrative revocation. The application must: [Deleted by 2018 amendment.] State the name of the foreign limited partnership at the time of the revocation of the foreign limited […]
§ 61-3-1011. Judicial Review of Denial of Reinstatement of Foreign Limited Partnership
If the secretary of state denies a foreign limited partnership’s application for reinstatement following revocation of its registration, the secretary of state must serve the foreign limited partnership with a notice in a record that explains the reasons for the denial. A foreign limited partnership may seek judicial review of a denial of reinstatement in […]
§ 61-3-1012. Cancellation of Registration
A registered foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration accompanied by a confirmation of good standing with the department of revenue. The certificate of cancellation must state: The current name of the foreign limited partnership, and if different, the name under which […]
§ 61-3-814. Statement of Termination Following Administrative Dissolution
When a limited partnership has been administratively dissolved and wishes to terminate its existence, it may do so without first being reinstated by delivering a statement of termination to the secretary of state for filing following administrative dissolution, stating the name of the limited partnership and that the limited partnership is terminated. The secretary of […]
§ 61-3-815. Statement of Termination
When a limited partnership has been dissolved and wishes to terminate its existence, it may do so by delivering a statement of termination to the secretary of state for filing and include the information described in § 61-3-802(b)(1)(B) and the secretary of state control number. The secretary of state shall file the statement of termination […]
§ 61-3-901. Direct Action by Partner
Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising […]
§ 61-3-902. Derivative Action
A partner may maintain a derivative action to enforce a right of a limited partnership if: The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable […]
§ 61-3-903. Proper Plaintiff
A derivative action to enforce a right of a limited partnership may be maintained only by a person that: Is a partner at the time the action is commenced; and Either: Was a partner when the conduct giving rise to the action occurred; or Whose status as a partner devolved on the person by operation […]
§ 61-3-904. Pleading
In a derivative action, the complaint must state with particularity: The date and content of plaintiff’s demand and the response to the demand by the general partner; or Why demand should be excused as futile.