§425-164 Revocation of statement of qualification. (a) The director may revoke the statement of qualification of a limited liability partnership or statement of foreign qualification of a foreign limited liability partnership if:

(1) The partnership fails to:

(A) Pay any fees prescribed by law;

(B) File its annual report for a period of two years;

(C) Appoint and maintain an agent for service of process as required; or

(D) File a statement of a change in the name or business address of the agent as required by chapter 425R; or

(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record or document submitted by the partnership.

The director shall provide the partnership at least sixty days' written notice of intent to revoke the statement. The notice shall be mailed to the partnership at its last known address appearing in the records of the director. The notice shall specify the annual report that has not been filed or the fee that has not been paid, and the effective date of the revocation. The revocation shall not be effective if the specified annual report is filed and the specified fee is paid before the effective date of the revocation.

(b) Revocation under subsection (a) shall only affect a partnership's status as a limited liability partnership or foreign limited liability partnership, and shall not be deemed an event of dissolution of the partnership.

(c) A partnership whose statement of qualification has been administratively revoked may apply to the director for reinstatement within two years after the effective date of the revocation. The application shall:

(1) Recite the name of the partnership and the effective date of the revocation;

(2) Contain all reports due and unfiled;

(3) Contain the payment of all delinquent fees and penalties; and

(4) Contain a certificate or other writing from the department of taxation indicating that all taxes owed by the partnership have been paid, a payment arrangement has been entered into, or the unpaid tax liabilities are being contested in an administrative or judicial appeal with the department of taxation.

(d) A reinstatement under subsection (c) shall relate back to and take effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership shall continue upon reinstatement as if the revocation had never occurred. [L 2000, c 218, pt of §1; am L 2002, c 130, §92; am L 2003, c 124, §56; am L 2006, c 235, §15; am L 2009, c 23, §10 and c 55, §38; am L 2012, c 58, §15]