How Do I Terminate a Limited Partnership in Tennessee and Alabama?
Full Question:
Answer:
A certificate of termination may be filed in both states, the precise form will depend on whether it is a foreign partnership in the respective state. We are unable to review attachments since we are prohibited from giving a legal opinion, as this service provides information of a general legal nature. Please review the states and forms below to determine applicability.
In accordance with Section 10-9C-203 of the Code of Alabama 1975 a dissolved Limited Partnership that has completed winding up may deliver for filing in accordance with Section 10-9C-206 a Statement of Termination.
Please see the following TN statutes:
61-2-801. When required — Exception.
(a) A limited partnership is dissolved and its affairs shall be wound
up upon the first to occur of the following:
(1) At the time or upon the happening of events specified in the
partnership agreement;
(2) Written consent of all partners;
(3) In the event of withdrawal of a general partner, unless at the time
there is at least one (1) other general partner and the partnership
agreement permits the business of the limited partnership to be carried
on by the remaining general partner and that partner does so, but the
limited partnership is not dissolved and is not required to be wound up
by reason of any event of withdrawal if, within ninety (90) days after
the withdrawal, all partners agree in writing to continue the business of
the limited partnership and to the appointment, effective as of the date
of withdrawal, of one (1) or more additional general partners if
necessary or desired; or
(4) Entry of a decree of judicial dissolution under § 61-2-802.
(b) Upon dissolution of the limited partnership, a certificate of
cancellation must be filed pursuant to § 61-2-203.
61-2-203. Cancellation generally — Continuation of
limited partnership after cancellation of certificate.
.
(a) A certificate of limited partnership shall be cancelled
upon the dissolution and the completion of winding up of
the limited partnership or at any other time there are no
limited partners.
(b) A certificate of cancellation shall be filed with the
secretary of state and set forth:
(1) The name of the limited partnership;
(2) The date of filing of its certificate of limited
partnership;
(3) The reason for filing the certificate of cancellation;
(4) The future effective date or time (which shall be a
date or time certain) of cancellation if it is not to be
effective upon the filing of the certificate; and
(5) Any other information which the person filing the
certificate of cancellation determines necessary to
include.
(c) The secretary of state shall file the certificate of cancellation if
the secretary of state finds that the certificate of cancellation:
(1) Complies with the provisions of subsection (b); and
(2) Is accompanied by a tax clearance for termination or withdrawal
relative to such limited partnership; provided, however, that a confirmation of
good standing shall be required in lieu of the tax clearance for termination or
withdrawal if the limited partnership indicates in the certificate of
cancellation that the limited partnership is converting to another entity type.
Please see the followinmg AL statutes:
§ 10-9C-801. Nonjudicial dissolution.
[EDITORS' NOTE: THE TEXT OF THIS SECTION IS EFFECTIVE FROM JANUARY 1,
2010 UNTIL JANUARY 1, 2011]
Except as otherwise provided in Section 10-9C-802, a limited
partnership is dissolved, and its activities must be wound
up, only upon the occurrence of any of the following:
(1) the happening of an event specified in the partnership
agreement;
(2) the consent of all general partners and of all limited
partners owning all of the rights to receive distributions
as limited partners at the time the consent is to be
effective;
(3) after the dissociation of a person as a general partner:
(A) if the limited partnership has at least one remaining
general partner, the consent to dissolve the limited
partnership given within 90 days after the dissociation by
partners owning all of the rights to receive distributions
as partners at the time the consent is to be effective; or
(B) if the limited partnership does not have a remaining
general partner, the passage of 90 days after the
dissociation, unless before the end of the period:
(i) consent to continue the activities of the limited
partnership and admit at least one general partner is given
by limited partners owning a majority of the rights to
receive distributions as limited partners at the time the
consent is to be effective; and
(ii) at least one person is admitted as a general partner in
accordance with the consent; or
(4) the passage of 90 days after the dissociation of the
limited partnership's last limited partner, unless before
the end of the period the limited partnership admits at
least one limited partner.
(5) [Reserved].
§ 10-9C-206. Delivery to and filing of records; effective
time and date.
[EDITORS' NOTE: THE TEXT OF THIS SECTION IS EFFECTIVE FROM JANUARY 1,
2010 UNTIL JANUARY 1, 2011]
(a) A record authorized or required to be delivered for
filing under this chapter must be captioned to describe the
record's purpose, be signed as required in this chapter, be
in a medium permitted by the judge of probate of the county
in which is located the initial designated office specified
in the certificate of limited partnership, and be delivered
to the judge of probate, together with the requisite
additional exact or conformed copies provided in this
subsection and in subsection (e). Unless such judge of
probate determines that a record does not substantially
conform to law, and upon compliance with the filing
requirements of this chapter and the payment of all filing
fees, such judge of probate shall endorse thereon the word
"Filed" and the day, month, and year of the filing, shall
file the same in his or her office, and shall certify the
copies provided for in this subsection and in subsection (e).
The judge of probate shall deliver a copy of the filed record
and a receipt for the fees to the person on whose behalf the
record was filed.
(b) Upon request and payment of a fee, such judge of probate
shall deliver to the requester a certified copy of the
requested record.
(c) Except as otherwise provided in Sections 10-9C-116 and
10-9C-207, a record delivered for filing under this
chapter may specify an effective time and a delayed effective date.
Except as otherwise provided in this chapter, a record which
is filed is effective:
(1) if the record does not specify an effective time and
does not specify a delayed effective date, on the date and
at the time the record is filed as evidenced by the
endorsement of the date and time on the record;
(2) if the record specifies an effective time but not a
delayed effective date, on the date the record is filed at
the time specified in the record;
(3) if the record specifies a delayed effective date but not
an effective time, at 12:01 a.m. on the earlier of:
(A) the specified date; or
(B) the 90th day after the record is filed; or
(4) if the record specifies an effective time and a delayed
effective date, at the specified time on the earlier of:
(A) the specified date; or
(B) the 90th day after the record is filed.
(d) The acceptance and filing of a record by any judge of
probate of this state shall be conclusive evidence that
there has been substantial compliance with the requirements
of this section with respect to such record.
(e) Within 10 days after the issuance of the certified copy
under subsection (a) hereof, the judge of probate shall
transmit such copy to the Secretary of State, indicating
that the record was filed, and indicating the place, date,
and time of the filing.
(f) The Secretary of State shall keep an alphabetical list
of limited partnerships, together with the data contained in
any records delivered to the Secretary of State.
(g) Any record which is required by this chapter to be filed
other than with a judge of probate must be captioned to
describe the record's purpose, be signed as required in this
chapter, be in a medium permitted by the official with whom
the filing is made, and be delivered to such official.
Unless such official determines that a record does not
substantially conform to law, and upon compliance with the
filing requirements of this chapter and the payment of all
filing fees, such official shall endorse thereon the word
"Filed" and the day, month, and year of the filing, shall
file the same in his or her office, and shall send a copy of
the filed record and a receipt for the fees to the person on
whose behalf the record was filed.
See also:
http://sos.alabama.gov/downloads/business/dlp-termination_f.pdf
http://www.sos.state.al.us/downloads/business/flp-cancellation_f.pdf
http://state.tn.us/sos/forms/ss-4472.pdf
http://state.tn.us/sos/forms/ss-4475.pdf
