A foreign authorized limited partnership that has been dissolved, merged out of existence, or had its authority to conduct its business terminated or canceled in its jurisdiction of organization must file a Certificate of Termination of Existence with the New York Department of State. For statutory provisions: Revised Limited Partnership Act §121-906.
How to File
- A certificate, which includes a termination statement, under seal of the Secretary of State or equivalent official of the limited partnership's jurisdiction, must be submitted. Please note that a certified copy of the filing is not acceptable. Please see Section 121-906 of the New York State Revised Limited Partnership Act.
- The Certificate of Termination of Existence must be enclosed in a white cover sheet that sets forth the title of the document being submitted and the name and address of the individual to whom the receipt for the filing of the document should be mailed.
- The termination statement, together with the statutory fee of $60, should be forwarded to:
- New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
$60 filing fee for Certificate of Termination of Existence
All fees must be paid by cash, check, money order, MasterCard, Visa or American Express.
- To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
- Checks and money orders should be made payable to the “Department of State.” Please do not send cash through the mail. All checks over $500 must be certified.
- Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.
- The additional, non-refundable fee for expedited processing service must be paid by a separate check or money order or indicated in the appropriate space on the Credit Card/Debit Card Authorization Form.
- The Division of Corporations accepts MasterCard, Visa and American Express for the payment of fees. To pay for a fee using your credit card or debit card, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
- The Credit Card/Debit Card Authorization Form submitted with any request for services must specifically indicate the level of expedited service requested.
The envelope bearing documents for filing and other requests for expedited processing services must be marked with the notation "Expedited Processing" on the envelope.
The name of the limited partnership must exactly match the records of the Department of State. This information should be verified on the Department of State’s website.
Contact Division of Corporations, State Records and Uniform Commercial Code
Contact the Division of Corporations, State Records, and Uniform Commercial Code