(a) 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:
Terms Used In Tennessee Code 61-2-906
Foreign limited partnership: includes a partnership formed under the laws of any jurisdiction other than the state of Tennessee and having as partners one (1) or more general partners and one (1) or more limited partners. See Tennessee Code 61-2-101
General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and is so named in the certificate of limited partnership or similar instrument under which the limited partnership is organized, if so required. See Tennessee Code 61-2-101
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.
Service of process: The service of writs or summonses to the appropriate party.
State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
Tax clearance for termination or withdrawal: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that a limited partnership or a foreign limited partnership has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state. See Tennessee Code 61-2-101
(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.(b) 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.(c) 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).
