Resignation of registered agent. a. The registered agent of a domestic limited partnership or a foreign limited partnership
authorized to transact business in this State may resign by complying with the provisions
of this section.
b. The registered agent, or, in the case of a registered agent who is deceased or
has been adjudicated incapacitated by a court of competent jurisdiction, the agent's legal representative, shall serve a notice of resignation by certified mail, return
receipt requested, upon a general partner or general partners of the limited partnership
at the address last known to the agent, and shall make an affidavit of service. If service cannot be made, the affidavit shall so state, and shall state briefly
why service cannot be made. The affidavit, together with a copy of notice of resignation, shall be filed in
the Office of the Secretary of State.
c. The resignation shall become effective 30 days after the filing in the office of
the Secretary of State of the affidavit of service or upon the designation by the
limited partnership of a new registered agent pursuant to this act, whichever is earlier. If the limited partnership fails to designate a new registered agent within the
30 day period, the limited partnership shall thereafter be deemed to have no registered
agent or registered office in this State, until the limited partnership files a certificate
of change of address of registered office and registered agent indicating the new
registered office and registered agent.
d. If any certificate of change replacing a resigned agent is not filed, the limited
partnership shall, after written demand therefor by the Secretary of State, forfeit
to the State a penalty of $200 for each year or part thereof until an agent is appointed. The Secretary of State may issue a certificate to the Clerk of the Superior Court
that the limited partnership is indebted for the payment of this penalty. This certificate shall be entered by the Clerk as a judgment docketed in the Superior
Court, and shall have the same form as a docketed judgment.
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