1. (1) A foreign limited partnership whose authority to transact business in the Commonwealth was revoked may apply to the Division for reinstatement.

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 foreign 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 foreign limited partnership's administrative revocation; ( d) that the grounds for administrative revocation did not exist or have been eliminated; and
   4. (e) that the name of the foreign limited partnership satisfies the requirements ofM.G.L. c. 109, § 2 or the foreign limited partnership will simultaneously submit a certificate of amendment to change its name to a name that satisfies the requirements.
   5. (f) The application for reinstatement shall be accompanied by an original certificate oflegal existence or a certificate of good standing issued not more than 90 days prior to such submission by an officer of agency properly authorized in the jurisdiction of the organization. If the certificate is in a foreign language, a translation under oath of the translator shall be attached. The reinstatement shall be effective at the time and on the date approved by the Division.

108.26: Foreign Limited Partnership: Cancellation or Withdrawal

1. (1) The registration of a foreign limited partnership doing business in the Commonwealth shall be canceled in the same manner and at such times as are provided in M.G.L. c. 109, §§ 10 and 54 and 950 CMR 108.19, except that the certificate of cancellation shall be signed by a general partner and shall set forth either that all taxes and fees owed the Commonwealth have been paid or provided for. In order to file a certificate of cancellation, the foreign limited partnership must have filed all annual reports and paid all fees required by law to be filed and paid.

2. (2) A foreign limited partnership doing business in the Commonwealth may withdraw from the Commonwealth by submitting to the Division a certificate of withdrawal signed and sworn to by a general partner stating:

   1. (a) the name of the foreign limited partnership, and if different, the name under which it is registered and doing business in the Commonwealth;
   2. (b) the business address of its principal office; { c) the business address of its principal office in the Commonwealth, if any;
   3. (d) the name and business address of its resident agent;
   4. (e) that the foreign limited partnership is not doing business in the Commonwealth; and
   5. (g) that all taxes have been paid or provided for. In order to file a certificate of withdrawal, the foreign limited partnership must have filed all

annual reports and paid all fees required by law to be filed and paid.