(a) 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:
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.
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 an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Tennessee Code 61-3-101
Representative: when applied to those who represent a decedent, includes executors and administrators, unless the context implies heirs and distributees. See Tennessee Code 1-3-105
Service of process: The service of writs or summonses to the appropriate party.
signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-3-101
written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(1) The foreign limited partnership does not deliver its annual report to the secretary of state within two (2) months after the report is due;(2) The foreign limited partnership is without a registered agent or registered office in this state for two (2) months or more;(3) The foreign limited partnership does not inform the secretary of state, under § 61-3-116 or § 61-3-117, that the foreign limited partnership’s registered agent or registered office has changed, that the foreign limited partnership’s registered agent has resigned, or that the foreign limited partnership’s registered office has been discontinued, within two (2) months of the change, resignation, or discontinuance;(4) The name of the foreign limited partnership contained in a document filed pursuant to this chapter fails to comply with § 61-3-1006;(5) A general partner or representative of the foreign limited partnership signed a document the person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing;(6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign limited partnership’s records in the jurisdiction under the laws of which the foreign limited partnership is formed, stating that the foreign limited partnership has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger;(7) The foreign limited partnership is exceeding the authority conferred upon it by this part; or(8) The foreign limited partnership submits to the secretary of state a check, bank draft, money order, or other instrument for payment of any fee, and the instrument is dishonored upon presentation for payment.(b)(1) If the secretary of state determines that one (1) or more grounds exist under subsection (a) for revocation of a registration, the secretary of state must serve the foreign limited partnership with written communication of the secretary of state’s determination, except that the determination may be sent by first class mail. If the grounds for revocation are pursuant to subdivision (a)(6), notice need not be sent, and a certificate of revocation may be sent without the two-month waiting period required by subdivision (b)(2).(2) If the foreign limited partnership does not correct each ground for administrative revocation, or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, within two (2) months after service of the communication of the determination, the secretary of state may revoke the foreign limited partnership’s registration by signing a certificate of revocation that recites the ground or grounds for revocation and the revocation’s effective date. The secretary of state shall file the original of the certificate and shall serve a copy on the foreign limited partnership, except that the copy of the certificate may be sent by first class mail.(3) The authority of a foreign limited partnership to transact business in this state ceases on the date shown on the certificate revoking the foreign limited partnership’s registration.(4) The secretary of state’s revocation of a foreign limited partnership’s registration appoints the secretary of state as the foreign limited partnership’s agent for service of process in any proceeding based on a cause of action that arose during the time the foreign limited partnership was authorized to transact business in this state. Service of process on the secretary of state under this subdivision (b)(4) is service on the foreign limited partnership.(5) The administrative revocation of a foreign limited partnership’s registration does not terminate the designation or authority of the registered agent or registered office of the limited partnership.
