2005 Minnesota Statutes

     321.0809 Administrative dissolution. 

    (a) A limited partnership that has failed to deliver for 
 filing a registration pursuant to the requirements of section 
 321.0210 must be dissolved by the secretary of state as 
 described in this section. 

    (b) If the limited partnership has not filed the delinquent 
 registration, the secretary of state must issue a certificate of 
 administrative dissolution and the certificate must be filed in 
 the Office of the Secretary of State.  The secretary of state 
 must annually inform the attorney general and the commissioner 
 of revenue of the methods by which the names of limited 
 partnerships administratively dissolved under this section 
 during the preceding year may be determined.  The secretary of 
 state must also make available in an electronic format the names 
 of the administratively dissolved limited partnerships. 

    (c) A limited partnership administratively dissolved 
 continues its existence but may carry on only activities 
 necessary to wind up its activities and liquidate its assets 
 under sections 321.0803 and 321.0812 and to notify claimants 
 under sections 321.0806 and 321.0807. 

    (d) The administrative dissolution of a limited partnership 
 does not terminate the authority of its agent for service of 
 process. 

    HIST: 2004 c 199 art 8 s 71