Certificate of cancellation

A certificate of cancellation may be filed in the office of the Secretary of State when all debts, liabilities, and obligations of the limited partnership have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited partnership have been distributed to the partners, or when there are no limited partners. Such certificate shall set forth: (1) The name of the limited partnership; (2) The date of filing of its certificate of limited partnership; (3) The basis permitted by this Code section for filing the certificate of cancellation; (4) If the cancellation is to become effective later than the date of filing, the effective date of cancellation or effective time and date, which may not be later than 90 days after the filing date of the cancellation; and (5) Any other information determined to be necessary by the general partners filing the certificate. (Code 1981, § 14-9-203, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 1996, p. 787, § 7.) COMMENT Note to Georgia Revised Uniform Limited Partnership Act This section provides for the time and method of cancelling the certificate of limited partnership. Prior Georgia Law Section 14-9A-25 requires cancellation when the partnership is dissolved or all limited partners cease to be such. Section 14-9A-26(b)-(e) provide for the method of cancellation. Comparison With Official RULPA The requirement of cancellation was deleted from RULPA. There will normally be little reason for a partnership to delay cancellation after the partnership has 985 14-9-203 CORPORATIONS & PARTNERSHIPS 14-9-204 been wound up and little harm can result either to partners or third parties from such delay. It was also unclear what the remedy was for a breach of a duty to cancel. The time of filing a certificate of cancellation is the conclusion of winding up rather than on dissolution as in RULPA. This reflects the continuation of the partnership after dissolution under Section 14-8-30, which applies to limited partnerships. Unlike corporations, there is no need to announce dissolution and the beginning of winding up of a limited partnership because, as in a general partnership, creditors can pursue claims against the general partners even after the conclusion of winding up. Cross-References Filing of the certificate and when cancellation is effective: § 14-9-206. The effect of cancellation in terminating the existence of the partnership: § 14-9-201(b). Secretary of State rules regarding cancellation: 590-7-16-.02(1).