Limited Partnership Filings
SECTION 51.
Said chapter 109 is hereby further amended by adding the following 4 sections:-
Section 63. (a) Each domestic or foreign limited partnership authorized to transact business in the commonwealth shall file an annual report with the state secretary on or before the anniversary date of the filing of the certificate of limited partnership. The annual report shall contain all information required to be included in the certificate of limited partnership.
(b) The fee for filing the annual report shall be $500 if the report is filed on paper or by facsimile. The fee for filing the annual report electronically shall be $450.
Section 64. (a) The state secretary may commence a proceeding to dissolve a limited partnership if:
(1) the limited partnership has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or
(2) he is satisfied that the limited partnership has become inactive and its dissolution would be in the public interest.
(b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited partnership with written notice of his determination. The notice shall be sent to the address of the office in the commonwealth required by clause (1) of section 4. If, within 90 days after the notice, the limited partnership fails to correct each ground for dissolution or fails to demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the state secretary does not exist, the state secretary shall administratively dissolve the limited partnership.
(c) A limited partnership administratively dissolved continues in existence but shall not carry on any business except that necessary to wind up and liquidate its affairs.
Section 65. (a) The state secretary may commence a proceeding to revoke the authority of a foreign limited partnership to transact business in the commonwealth if:
(1) the limited partnership has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or
(2) he is satisfied that the revocation of the limited partnership's authority to transact business in the commonwealth would be in the public interest.
(b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited partnership with written notice of his determination. The notice shall be sent to the address of the foreign limited partnership. If, within 90 days after the notice, the limited partnership fails to correct each ground for revocation or fails to demonstrate to the reasonable satisfaction of state secretary that each ground determined by the state secretary does not exist, the state secretary of state shall administratively revoke the authority of the foreign limited partnership to transact business in the commonwealth.
(c) The authority of the foreign limited partnership to transact business in the commonwealth shall cease on the date the state secretary makes such revocation effective.
Section 66. A limited partnership administratively dissolved under section 64 or whose authority to transact business in the commonwealth has been revoked under section 66 may apply to the state secretary for reinstatement at any time. The application for reinstatement shall:
(1) recite the name of the limited partnership and the effective date of its administrative dissolution or revocation;
(2) state that the grounds for dissolution or revocation either did not exist or have been corrected; and
(3) state that the name of the limited partnership satisfies the requirements of section 2; provided, however, that if the state secretary determines that the application contains the full and correct information, he shall reinstate the limited partnership.