§ 48-2e-908. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

(1) A registered foreign limited partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not organized, incorporated, or otherwise formed through the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the division for filing. The statement must state:

(a) in the case of a foreign limited partnership that has completed winding up:

(i) its name and jurisdiction of formation; and

(ii) that the foreign limited partnership surrenders its registration to do business in this state as a registered foreign limited partnership; and

(b) in the case of a foreign limited partnership that has converted:

(i) the name of the converting foreign limited partnership and its jurisdiction of formation;

(ii) the type of entity to which the foreign limited partnership has converted and its jurisdiction of formation;

(iii) that the converted entity surrenders the converting partnership's registration to do business in this state and revokes the authority of the converting foreign limited partnership's registered agent to act as registered agent in this state on the behalf of the foreign limited partnership or the converted entity; and

(iv) a mailing address to which service of process may be made under Subsection (2).

(2) After a withdrawal under this section of a foreign limited partnership that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).

Enacted by Chapter 412, 2013 General Session