(a) The Secretary of State may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if the partnership does not: (1) Pay any fee, tax, or penalty due to the Secretary of State under this chapter or other law within sixty (60) days after it is due; or(2) Have a registered agent in this state for sixty (60) consecutive days.(b) If the Secretary of State determines that one or more grounds exist for administratively dissolving a limited partnership, the Secretary of State shall serve the partnership with notice in a record of the Secretary of State's determination.(c) If a limited partnership, not later than sixty (60) days after service of the notice under subsection (b), does not cure or demonstrate to the satisfaction of the Secretary of State the nonexistence of each ground determined by the Secretary of State, the Secretary of State shall administratively dissolve the partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The Secretary of State shall file the statement and serve a copy on the partnership pursuant to Section 79-35-13, except that the es the grounds for dissolution and the effective date of dissolution. The Secretary of State shall file the statement and serve a copy on the partnership pursuant to Section 79-35-13, except that the statement of administrative dissolution may be served by first-class mail.(d) A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under Sections 79-14-802, 79-14-806, 79-14-807, 79-14-808, and 79-14-810, or to apply for reinstatement under Section 79-14-812.(e) The administrative dissolution of a limited partnership does not terminate the authority of its registered agent.Added by Laws, 2015, ch. 453, SB 2310, 1, eff. 7/1/2015.
Mississippi Legal Code