10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a)
A partnership may be formed as, or may become, a limited liability partnership pursuant to
this section. (b) In order to form a limited liability partnership, the original partnership
agreement of the partnership shall state that the partnership is formed as a limited liability
partnership, and the partnership shall deliver to the Secretary of State for filing a statement
of limited liability partnership in accordance with subsection (d) of this section.
(c) In order for an existing partnership to become a limited liability partnership, the terms
and conditions on which the partnership becomes a limited liability partnership must be approved
by the affirmative approval necessary to amend the partnership agreement and, in the case
of a partnership agreement that expressly considers obligations to contribute to the partnership,
also the affirmative approval necessary to amend those provisions, and after...
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10A-1-7.01
Section 10A-1-7.01 Foreign entities required to register. (a)(1) For purposes of this
Article 7, the terms register, registering, and registered include (i) a foreign entity other
than a foreign limited liability partnership delivering to the Secretary of State for filing
an application for registration and the Secretary of State filing the application for registration,
and (ii) a foreign limited liability partnership delivering to the Secretary of State for
filing a statement of foreign limited liability partnership and the Secretary of State filing
the statement of foreign limited liability partnership. (2) For purposes of this Article 7,
the term registration includes (i) a filed application for registration and (ii) a filed statement
of foreign limited liability partnership. (b) For purposes of this Article 7, the terms transact
business and transacting business shall include conducting a business, activity, not for profit
activity, and any other activity, whether or not for...
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10A-1-5.08
Section 10A-1-5.08 Name of professional corporation. The name of a domestic professional
corporation or of a foreign professional corporation registered to transact business in this
state must contain the words "professional corporation" or the abbreviation "P.C."
or "PC" and shall otherwise conform to any rule promulgated by a licensing authority
having jurisdiction of a professional service described in the certificate of formation of
the professional corporation. (Acts 1983, No. 83-514, p. 763, §8; Acts 1988, 1st Ex. Sess.,
No. 88-905, p. 474, §1; §10-4-387; amended and renumbered by Act 2009-513, p. 967, §36;
Act 2018-125, §1; Act 2019-94, §2.)...
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10A-1-7.06
Section 10A-1-7.06 Amendments to registration. (a) If any statement in an application
for registration or a statement of foreign limited liability partnership was false when made
or any arrangements or other facts described have changed, making the application for registration
or statement of foreign limited liability partnership, as applicable, inaccurate in any respect,
the foreign entity shall file with the Secretary of State an amendment correcting the false
or inaccurate statement. A foreign entity must amend its registration to change its name if
the name has changed. If the name of a foreign entity as changed is not available in this
state or otherwise does not satisfy the requirements of Article 5, the foreign entity, pursuant
to the requirements of Section 10A-1-7.07, must adopt a name that complies with Article
5 under which it will transact business in this state. (b) A foreign entity may amend its
application for registration or statement of foreign limited liability...
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10A-1-5.03
Section 10A-1-5.03 Names prohibited. (a) A domestic entity may not have a name and a
foreign filing entity may not register to transact business in this state under a name that
is the same as or not distinguishable on the records of the Secretary of State from: (1) the
name of another existing filing entity or a general partnership that has an effective statement
of partnership, statement of not for profit partnership, or limited liability partnership
under Chapter 8A; (2) the name of a foreign filing entity that has a registration under Article
7; (3) a name that is reserved under Division B. (b) Subsection (a) does not apply if the
other entity or the person for whom the name is reserved consents in writing to the use of
a name not distinguishable on the records of the Secretary of State, and submits an undertaking
in form satisfactory to the Secretary of State to change its name to a name that is distinguishable
on the records of the Secretary of State from the name for which...
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10A-8A-11.01
Section 10A-8A-11.01 Application to existing relationships. (a) Beginning January 1,
2019, this chapter governs all partnerships and all foreign partnerships. (b) With respect
to a partnership formed before January 1, 2019, and governed by the laws of this state, the
following rules apply: (1) a registration of a limited liability partnership which is current
and effective as of December 31, 2018, shall remain effective without further action on the
part of the limited liability partnership, and a partnership having the status of a limited
liability partnership, under predecessor law, shall have the status of a limited liability
partnership under this chapter and to the extent such partnership has not filed a statement
of limited liability partnership pursuant to this chapter, the registration or latest annual
notice filed by such partnership under predecessor law shall constitute a statement of limited
liability partnership filed under this chapter; (2) a partnership's partnership...
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10A-8A-2.02
Section 10A-8A-2.02 Statement of partnership; statement of not for profit partnership.
(a) A partnership other than a partnership that has an effective statement of not for profit
partnership or an effective statement of limited liability partnership on file with the Secretary
of State may deliver to the Secretary of State for filing a statement of partnership for the
purpose of having its partnership agreement governed by the laws of this state in accordance
with Section 10A-8A-1.06(d) and providing notice of its existence in accordance with
Section 10A-8A-1.03(d)(1). A statement of partnership must contain all of the following:
(1) the name of the partnership which name must comply with Article 5 of Chapter 1; (2) the
date that the partnership was formed pursuant to, or became governed by, the laws of this
state; (3) the street and mailing address of its principal office; (4) the street and mailing
address of a registered office and the name of the registered agent at that office for...

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10A-1-5.31
Section 10A-1-5.31 Designation and maintenance of registered agent and registered office.
(a) Each filing entity and each foreign filing entity with a registration under Article 7,
and each general partnership that has an effective statement of partnership, statement of
not for profit partnership, or statement of limited liability partnership on file with the
Secretary of State in accordance with Chapter 8A, shall designate and continuously maintain
in this state: (1) a registered agent; and (2) a registered office. (b) A registered agent:
(1) is an agent of the entity on which may be served any process, notice, or demand required
or permitted by law to be served on the entity; (2) may be: (A) an individual who is a resident
of this state; or (B) a domestic entity or a foreign entity that is registered to transact
business in this state; and (3) must maintain a business office at the same address as the
entity's registered office. (c) The registered office: (1) must be located at a...
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10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires,
the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for
by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended
or restated. In the case of a foreign limited liability company, the term includes all documents
serving a similar function that are required to be filed to form the limited liability company
in the state or other jurisdiction where it is organized. The term articles of organization
as used in this chapter is synonymous with the term certificate of formation as defined in
Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation
shall be deemed to include articles of organization, and vice-versa. Together with the operating
agreement, the articles of organization or certificate of formation of a limited...
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10A-1-3.12
Section 10A-1-3.12 Procedures to amend certificate of formation. (a) The procedure to
adopt an amendment to the certificate of formation is as provided by the chapter of this title
which applies to the entity, provided that unless the governing documents of the entity or
the chapter of this title which applies to the entity provide otherwise, the governing authorities
of the entity shall have the power, without owner or member action, to adopt one or more amendments
to the entity's certificate of formation: (1) to delete the name and address of organizers
or persons listed in the original certificate of formation as initial governing persons, other
than the name and address of each general partner of a limited partnership; (2) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (3) to change the entity name by adding,
deleting, or changing a geographical attribution in the name, or by...
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