Change of name of foreign limited liability partnership

A foreign limited liability partnership authorized to transact business in this state must procure an amended certificate of authority from the Secretary of State if it changes its name or its jurisdiction of organization. The requirements of Code Sections 14-8-45 and 14-8-47 for procuring an original certificate of authority shall apply to procuring an amended certificate under this Code section. (Code 1981, § 14-8-49, enacted by Ga. L. 1994, p. 1674, § 2.) Editor’s notes. — For repeal of former Code Section 14-8-49 in 1984, see the Editor’s notes following Code Section 14-8-44. 14-8-50. Withdrawal of foreign limited liability partnership from state. (a) A foreign limited liability partnership authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State. 955 14-8-50 CORPORATIONS & PARTNERSHIPS 14-8-51 (b) A foreign limited liability partnership authorized to transact business in this state may apply for a certificate of withdrawal by delivering to the Secretary of State for filing an application that sets forth: (1) The name of the foreign limited liability partnership and the name of the jurisdiction under whose laws it is organized; (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (4) A mailing address to which a copy of any process served on the Secretary of State pursuant to paragraph (3) of this subsection may be mailed under subsection (c) of this Code section; and (5) A commitment to notify the Secretary of State in the future of any change in the mailing address provided pursuant to paragraph (4) of this subsection. (c) After the withdrawal of the foreign limited liability partnership is effective, service of process on the Secretary of State under this Code section is service on the foreign limited liability partnership. Any party that serves process on the Secretary of State in accordance with this subsection shall also mail a copy of the process to the foreign limited liability partnership at the mailing address provided pursuant to subsection (b) of this Code section. (Code 1981, § 14-8-50, enacted by Ga. L. 1994, p. 1674, § 2.) Editor’s notes. — For repeal of former Code Section 14-8-50 in 1984, see the Editor’s notes following Code Section 14-8-44. 14-8-51. Grounds for revocation of certificate of authority of foreign limited liability partnership. The Secretary of State may commence a proceeding under Code Section 14-8-52 to revoke the certificate of authority of a foreign limited liability partnership authorized to transact business in this state if: (1) The foreign limited liability partnership does not deliver its annual registration to the Secretary of State within 60 days after it is due; (2) The foreign limited liability partnership does not pay within 60 days after they are due any fees, taxes, or penalties imposed by this chapter or other law; 956 14-8-52 (3) The foreign limited liability partnership is without a registered agent or registered office in this state for 60 days or more; (4) The foreign limited liability partnership does not inform the Secretary of State under Code Section 14-8-46 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within 60 days of the change, resignation, or discontinuation; (5) A partner or agent of the foreign limited liability partnership signed a document such person knew was false in a material respect with intent that the document be delivered to the Secretary of State for filing; or (6) The Secretary of State receives a duly authenticated certificate from the secretary of state or other official having custody of records in the jurisdiction under whose law the foreign limited liability partnership is organized stating that it has been dissolved, terminated, or disappeared as a result of a merger. (Code 1981, § 14-8-51, enacted by Ga. L. 1994, p. 1674, § 2.) Editor’s notes. — For repeal of former Code Section 14-8-51 in 1984, see the Editor’s notes following Code Section 14-8-44. 14-8-52. Procedure for revocation of certificate of authority of foreign limited liability partnership. (a) If the Secretary of State determines that one or more grounds exist under Code Section 14-8-51 for revocation of a certificate of authority, the Secretary of State shall provide the foreign limited liability partnership with written notice of such determination by mailing a copy of the notice, first-class mail, to the person and at the address indicated in its most recently filed annual registration statement pursuant to paragraph (5) of subsection (a) of Code Section 14-8-56 or, if no annual registration statement has been filed, in its application for a certificate of authority to transact business pursuant to paragraph (8) of subsection (a) of Code Section 14-8-45 or to the registered agent. (b) If the foreign limited liability partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after the notice is provided to the foreign limited liability partnership, the Secretary of State may revoke the foreign limited liability partnership’s certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. 957 14-8-52 CORPORATIONS & PARTNERSHIPS 14-8-53 (c) The authority of a foreign limited liability partnership to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (d) The Secretary of State’s revocation of a foreign limited liability partnership’s certificate of authority appoints the Secretary of State as the foreign limited liability partnership’s agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability partnership was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign limited liability partnership. Any party that serves process on the Secretary of State shall also mail a copy of the process to the person and at the address indicated in its most recently filed annual registration statement pursuant to paragraph (5) of subsection (a) of Code Section 14-8-56 or, if no annual registration statement has been filed, in its application for a certificate of authority to transact business pursuant to paragraph (8) of subsection (a) of Code Section 14-8-45 or to the registered agent. This subsection does not prescribe the only means, or necessarily the required means, of serving any process, notice, or demand required or permitted by law to be served on a foreign limited liability partnership. (e) Revocation of a foreign limited liability partnership’s certificate of authority does not terminate the authority of the registered agent of the foreign limited liability partnership. (Code 1981, § 14-8-52, enacted by Ga. L. 1994, p. 1674, § 2.)