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Subject 590-7-16 LIMITED PARTNERSHIPS-CANCELLATIONS, REVOCATIONS AND WITHDRAWALS

Rule 590-7-16-.01 Compliance with Filing Requirements

(1) All limited partnerships shall be in compliance with the annual registration filing requirements of the Code and all fees and penalties must be paid prior to the Secretary of State issuing a certificate of cancellation, a certificate of withdrawal, or a certificate of merger. Any limited partnership that applies for cancellation, dissolution, withdrawal, or merger out of existence between January 1 and April 1 of any year must file an annual registration for that calendar year and pay the required fees; provided, however, that an annual registration is not required to be filed if the limited partnership is applying for cancellation, withdrawal, or merger out of existence in the same calendar year that it was formed or authorized to transact business in Georgia.
(2) All fees and penalties shall be paid prior to any certificate of cancellation, certificate of withdrawal, or certificate of merger being issued by the Secretary of State.

Rule 590-7-16-.02 Domestic Limited Partnerships

(1) Voluntary Cancellation.
(a) Each limited partnership must file a certificate of cancellation with the Secretary of State. Said certificate shall be marked with the time and date of receipt and a copy of said certificate shall be returned to the limited partnership.
(b) At the time of the filing of the certificate of cancellation, the limited partnership must be in compliance with the filing requirements of the Code and all fees and penalties must be paid.
(c) The certificate of cancellation shall be in the form prescribed by the Code.
(d) A certificate shall be issued by the Secretary of State if he or she finds the filing to contain the necessary information and documents.
(e) The automated database shall be marked to reflect the cancellation, and the certificate of cancellation shall be filed with other documents relating to the limited partnership.
(2) Inactive Status. The Secretary of State may place a domestic limited partnership on inactive filing status if the domestic limited partnership fails to file its annual registration for three (3) consecutive years. The name of a limited partnership placed on inactive filing status shall become available for registration and/or for reservation pursuant to O.C.G.A. Section 14-9-103.
(3) Reactivation from Inactive Status. In order for a domestic limited partnership to be reinstated to active status on the records of the Secretary of State, an annual registration form must be filed and all back fees and penalties accrued under the Code must be paid. If the name of the limited partnership is no longer available, the domestic limited partnership must change its name in accordance with the Code and must file an amendment to its Certificate of Limited Partnership changing its name before the limited partnership shall be restored to active status.

Rule 590-7-16-.03 Foreign Limited Partnerships

(1) Withdrawal.
(a) Each foreign limited partnership must file an application for a certificate of withdrawal in order to terminate its authority to transact business in this state.
(b) At the time of the filing of the application for a certificate of withdrawal, the foreign limited partnership must be in compliance with the filing requirements of the Code and all fees and penalties must be paid, including the annual registration due the calendar year of withdrawal.
(c) A certificate of withdrawal shall be issued by the Secretary of State if he or she finds the filing to contain the necessary information and documents.
(d) The automated database shall be marked to reflect the withdrawal, and the certificate of withdrawal and application shall be filed with other documents relating to the foreign limited partnership.
(2) Inactive Status. The Secretary of State may place a foreign limited partnership on inactive filing status if a foreign limited partnership fails to file its annual registration for three (3) consecutive years. The name of a limited partnership placed on inactive filing status shall become available for registration and/or for reservation pursuant to O.C.G.A. Section 14-9-103.
(3) Reactivation from Inactive Status. In order for a foreign limited partnership to be reinstated to active status on the records for the Secretary of State, an annual registration form must be filed and all back fees and penalties accrued under the Code must be paid. If the name of the foreign limited partnership is no longer available, the foreign limited partnership must change its name in accordance with the Code and must file an amendment to its Certificate of Authority changing its name before the foreign limited partnership shall be restored to active status.