CESSATION OF GOOD STANDING.

(a) A limited partnership ceases to be in good standing if it does not, within sixty (60) days after the due date:

(1) pay any fee, tax, or penalty due to the Secretary of State under the Uniform Limited Partnership Act of 2010 or other law; or

(2) deliver its annual certificate to the Secretary of State.

(b) Except for accepting a certificate of resignation of a registered agent when a successor registered agent is not being appointed or an application for reinstatement, the Secretary of State shall not accept for filing any certificate or articles, or issue any certificate of good standing, in respect to any limited partnership that has ceased to be in good standing, unless or until the limited partnership has been reinstated as a limited partnership in good standing.

(c) A limited partnership that has ceased to be in good standing may not maintain any action, suit or proceeding in any court of this state until the limited partnership has been reinstated as a limited partnership in good standing. Any successor or assignee of the limited partnership may not maintain an action, suit or proceeding in any court of this state on any right, claim or demand arising out of the transaction of business by the limited partnership after it has ceased to be in good standing until the limited partnership, or any person that has acquired all or substantially all of its assets, has caused the limited partnership to be reinstated as a limited partnership in good standing.

(d) The failure of a limited partnership to file an annual certificate and pay a required fee to the Secretary of State shall not impair the validity on any contract, deed, mortgage, security interest, lien or act of the limited partnership or prevent the limited partnership from defending any action, suit or proceeding with any court of this state.

(e) A limited partner of a limited partnership is not liable as a general partner of the limited partnership solely by reason of the failure of the limited partnership to file an annual certificate or pay a required fee to the Secretary of State or by reason of the limited partnership ceasing to be in good standing.

Added by Laws 2010, c. 384, § 71, eff. Jan. 1, 2011.