Foreign Limited Partnership: Cancellation or Withdrawal

(1) The registration of a foreign limited partnership doing business in the Commonwealth shall be canceled in the same manner and at such times as are provided in M.G.L. c. 109, §§ 10 and 54 and 950 CMR 108.19, except that the certificate of cancellation shall be signed by a general partner and shall set forth either that all taxes and fees owed the Commonwealth have been paid or provided for. In order to file a certificate of cancellation, the foreign limited partnership must have filed all annual reports and paid all fees required by law to be filed and paid. (2) A foreign limited partnership doing business in the Commonwealth may withdraw from the Commonwealth by submitting to the Division a certificate of withdrawal signed and sworn to by a general partner stating: (a) the name of the foreign limited partnership, and if different, the name under which it is registered and doing business in the Commonwealth; (b) the business address of its principal office; { c) the business address of its principal office in the Commonwealth, if any; (d) the name and business address of its resident agent; (e) that the foreign limited partnership is not doing business in the Commonwealth; and (g) that all taxes have been paid or provided for. In order to file a certificate of withdrawal, the foreign limited partnership must have filed all annual reports and paid all fees required by law to be filed and paid.