10A-1-7.07
Section 10A-1-7.07 Entity name. If the name of a foreign entity does not satisfy the
requirements of Article 5, the foreign entity, for use in this state, may: (1) if a corporation,
add to its corporate name the word "corporation" or "incorporated" or
an abbreviation of one of the words; (2) if a banking corporation, add to its corporate name
the words "bank," "banking," or "bankers"; (3) if a limited
partnership that is not a limited liability limited partnership, add to its partnership name
the word "limited" or the abbreviation "Ltd." or the phrase "limited
partnership" or the abbreviation "L.P." or "LP" but its name must
not contain the phrase "limited liability limited partnership" or the abbreviation
"LLLP" or "L.L.L.P."; (4) if a limited partnership that is a limited liability
limited partnership, add to its partnership name the phrase "limited liability limited
partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not
contain the abbreviation "Ltd.," "L.P.," or "LP."...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
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10A-1-5.05
Section 10A-1-5.05 Name of limited partnership. (a) The name of a limited partnership
or a foreign limited partnership registered to transact business in this state may contain
the name of any partner. (b) The name of a limited partnership that is not a limited liability
limited partnership must contain the phrase "limited partnership" or "Limited,"
or the abbreviation "L.P.," "LP," or "Ltd." and must not contain
the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." (c) The name of a limited liability limited partnership must contain
the phrase "limited liability limited partnership" or the abbreviation "LLLP"
or "L.L.L.P." and must not contain the abbreviation "L.P.," "LP,"
or "Ltd." (d) Subject to Section 10A-1-7.07, this section applies
to any foreign limited partnership transacting business in this state, having a certificate
of authority to transact business in this state, or applying for a certificate of authority.
(e) The name of a limited...
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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-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of
an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The
terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation,
must be approved in accordance with the procedures and by the stockholder vote required by
Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by
less than all of a corporation's stockholders, approval of the conversion shall constitute
corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion
of a corporation to a general or limited partnership may be effected without the consent in
writing of each stockholder who will have personal liability with respect to the converted
entity, notwithstanding any provision in the governing documents of the converting corporation
providing for less than unanimous stockholder approval for the conversion. b. The...
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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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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether
the other entity or entities are the same or another form of entity, may be accomplished as
provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other
than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved
in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter
2A. If the governing documents of the corporation provide for approval of a merger by less
than all of the corporation's stockholders, approval of the merger shall constitute corporate
action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No
merger of a corporation into a general or limited partnership may be effected without the
consent in writing of each stockholder who will have personal liability with respect to the
surviving entity, notwithstanding any provision in the governing documents of the...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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11-54A-9
Section 11-54A-9 Powers of authority; all projects to be in development area. (a) The
authority shall have the following powers, together with all powers incidental thereto or
necessary to the discharge thereof in corporate form: (1) To have succession by its corporate
name for the duration of time, which may be perpetuity, subject to Section 11-54A-20,
specified in its certificate of incorporation. (2) To sue and be sued in its own name and
to prosecute and defend civil actions in any court having jurisdiction of the subject matter
and of the parties. (3) To adopt and make use of a corporate seal and to alter the same at
pleasure. (4) To adopt and alter bylaws for the regulation and conduct of its affairs and
business. (5) To acquire, whether by purchase, construction, exchange, gift, lease, or otherwise
and to refinance existing indebtedness on, improve, maintain, equip, and furnish one or more
projects, including all real and personal properties which the board of the authority may...

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11-92C-8
Section 11-92C-8 Powers of authority. (a) The authority shall have the following powers,
together with all powers incidental thereto or necessary to the discharge thereof in corporate
form: (1) To have succession by its corporate name for the duration of time, which may be
in perpetuity, subject to Section 11-92C-20, specified in its certificate of incorporation.
(2) To sue and be sued in its own name and to prosecute and defend civil actions in any court
having jurisdiction of the subject matter and of the parties; provided that the authority
shall be deemed to be a governmental entity as defined in Chapter 93 of this title for the
purpose of limiting the damages for which the authority may be liable. (3) To adopt and make
use of a corporate seal and to alter the seal at its pleasure. (4) To adopt and alter bylaws
for the regulation and conduct of its affairs and business. (5) To acquire, whether by purchase,
construction, exchange, gift, lease, or otherwise, and to refinance existing...
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