(a) The Secretary of State may dissolve a limited partnership administratively if the limited partnership does not, within 60 days after the due date:
(1) pay any fee, tax, or penalty due to the Secretary of State under this chapter or other law; or
(2) deliver its annual report to the Secretary of State.
(b) If the Secretary of State determines that a ground exists for administratively dissolving a limited partnership, the Secretary of State shall file a record of the determination and serve the limited partnership with a copy of the filed record.
(c) If within 60 days after service of the copy the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall administratively dissolve the limited partnership by preparing, signing and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall serve the limited partnership with a copy of the filed declaration.
(d) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under §§ 4-47-803 and 4-47-812 and to notify claimants under §§ 4-47-806 and 4-47-807.
(e) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.
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