N.Y. Partnership Law § 121-905: Surrender of certificate of authority

§ 121-905. Surrender of certificate of authority. (a) A foreign

limited partnership may surrender its certificate of authority by filing

with the department of state a certificate entitled, "Certificate of

surrender of authority of.... (name of limited partnership)" signed by a

general partner, or by a trustee, receiver or other person authorized by

law to wind up such partnership. The authority of the foreign limited

partnership to do business in this state shall terminate on such filing

of the certificate of surrender of authority. A surrender shall not

terminate the authority of the secretary of state to accept service of

process on the foreign limited partnership with respect to causes of

action arising out of doing business in this state.

(b) The certificate of surrender of authority shall state:

(1) the name of the foreign limited partnership as it appears on the

index of names of existing domestic and authorized foreign limited

partnerships of any type or kind in the department of state, and the

fictitious name the foreign limited partnership has agreed to use in

this state pursuant to section 121-902 of this article;

(2) the jurisdiction where it was organized;

(3) the date on which its certificate of authority to do business in

this state was filed with the department of state;

(4) that it surrenders its authority to do business in this state;

(5) that it revokes the authority of its registered agent, if any,

previously designated, and that it consents that process against it in

any action or special proceeding based upon any liability or obligation

incurred by it within this state before the filing of the certificate of

surrender may be served on the secretary of state in the manner set

forth in section 121-109 of this article; and

(6) a post office address within or without this state to which the

secretary of state shall mail a copy of any process against it served

upon him or her. The limited partnership may include an email address to

which the secretary of state shall email a notice of the fact that

process against it has been electronically served upon him or her.