1. (1) A certificate of limited partnership shall be canceled upon the dissolution and commencement of the winding up of the partnership, or at any time there are no limited partners. A certificate of cancellation shall be filed with the Division and shall set forth:

   1. (a) the name of the limited partnership;
   2. (b) the date of filing of the original certificate oflimited partnership; ( c) the reason for filing the certificate of cancellation; ( d) if the certificate of cancellation is to be effective at a later date, the effective date;
   3. (e) any other information the general partners filing the certificate determine to include therein.
2. (2) The fee for filing a certificate of cancellation shall be $100.00.
3. (3) In order to file a certificate of cancellation, the limited partnership shall file all annual reports and pay all fees required by Jaw to be filed and paid.

l 08.20: Administrative Dissolution of a Limited Partnership

( 1) If a limited partnership has failed for two consecutive years to comply with the provisions of law requiring the filing of annual reports or if the Director is satisfied that the limited partnership has become inactive and its dissolution would be in the public interest, the Division may commence a proceeding to dissolve the limited partnership pursuant to M.G .L. c. l 09, § 64.

I 08.20: continued

1. (2) A limited partnership may be considered inactive and its dissolution in the public interest, if the limited partnership fails to appoint a resident agent within 60 days after notice from the Division to the limited partnership of the requirement to maintain a resident agent and office in the commonwealth.
2. (3) The Division shall give written notice to the limited partnership that one or more grounds exist for administrative dissolution. The notice shall be sent by mail postage prepaid to the office required to be maintained by M.G.L. c.l 09, § 4. If the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Division that each ground does not exist within 90 days after the date of the notice, the Division shall administratively dissolve the limited partnership.

I 08.21: Reinstatement Following Administrative Dissolution

1. (1) A limited partnership that has been administratively dissolved by the Division may apply for reinstatement at any time.

2. (2) The application for reinstatement consists of a form supplied by the Division or a document formatted in the same manner as the Division form. The application for reinstatement shall set forth:

   1. (a) the exact name of the limited partnership;
   2. (b) the street address of the resident agent's office and the name of the resident agent;
   3. (c) the effective date of the limited partnership's administrative dissolution; ( d) a statement that the grounds for administrative dissolution did not exist or have been eliminated; and
   4. (e) a statement that the name of the limited partnership satisfies the requirements of M.G.L c. 109, § 2 or the limited partnership shall simultaneously submit a certificate of amendment to change its name to a name that satisfies the requirements. The reinstatement shall be effective at the time and on the date approved by the Division.