10A-1-7.22
Section 10A-1-7.22 Transaction of business without registration; actions to restrain.
(a) The failure of a foreign filing entity to register to transact business in this state
or to appoint and maintain a registered agent in this state shall not impair the validity
of any contract or act of the foreign entity and shall not prevent the foreign entity from
defending any action or proceeding in any court of this state, but the foreign entity shall
not maintain any action or proceeding in any court of this state until it has delivered to
the Secretary of State for filing an application for registration or a statement of foreign
limited liability partnership, as applicable, in accordance with Section 10A-1-7.04.
A foreign filing entity, by transacting business in this state without filing an application
for registration or a statement of foreign limited liability partnership, as applicable, appoints
the Secretary of State as its agent for service of process with respect to causes of action...

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10A-8A-1.03
Section 10A-8A-1.03 Knowledge and notice. (a) A person knows a fact when the person:
(1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter.
(b) A person has notice of a fact when the person: (1) knows of it; (2) receives notice of
it; (3) has reason to know the fact from all of the facts known to the person at the time
in question; or (4) is deemed to have notice of the fact under subsection (d). (c) A person
notifies or gives notice to another person by taking steps reasonably required to inform the
other person in ordinary course, whether or not the other person knows the fact. (d) A person
is deemed to have notice of a partnership's: (1) statement of partnership, 90 days after a
statement of partnership under Section 10A-8A-2.02 becomes effective; (2) statement
of not for profit partnership, 90 days after a statement of not for profit partnership under
Section 10A-8A-2.02 becomes effective; (3) statement of authority, with respect to:
(i)...
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10A-1-5.12
Section 10A-1-5.12 Reservation of certain names prohibited; exceptions. (a) The Secretary
of State may not reserve a name that is the same as, or not distinguishable on the records
of the Secretary of State from: (1) the name of an existing filing entity; the name of a 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 under Chapter
8A; (2) the name of a foreign filing entity that has a registration under Article 7; or (3)
a name that is reserved under this division. (b) Subsection (a) does not apply if the other
entity or the person for whom the name is reserved consents in writing to the subsequent reservation
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...
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10A-1-5.32
Section 10A-1-5.32 Change by entity of registered office or registered agent. (a) An
entity required to maintain a registered office and registered agent under Section
10A-1-5.31 may change its registered office, its registered agent, or both, by delivering
to the Secretary of State for filing a statement of the change in accordance with the procedures
in Article 4. (b) The statement must contain: (1) the name of the entity; (2) the name of
the entity's registered agent; (3) the street address of the entity's registered agent; (4)
if the change relates to the registered agent, the name of the entity's new registered agent
and the new registered agent's written consent to the appointment, either on the statement
or attached to it; (5) if the change relates to the registered office, the street address
of the entity's new registered office; (6) a recitation that the change specified in the statement
is authorized by the entity; and (7) a recitation that the street address of the...
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10A-1-5.33
Section 10A-1-5.33 Change by registered agent of name or address of registered agent.
(a) The registered agent of any entity required by Section 10A-1-5.31 to designate
and maintain a registered agent or registered office may change its name, its address as the
address of the entity's registered office, or both, by delivering to the Secretary of State
for filing a statement of the change in accordance with the procedures in Article 4. (b) The
statement must be signed by the registered agent, or a person authorized to sign the statement
on behalf of the registered agent, and must contain: (1) the name of the entity represented
by the registered agent; (2) the name of the entity's registered agent and the address at
which the registered agent maintained the entity's registered office; (3) if the change relates
to the name of the registered agent, the new name of that agent; (4) if the change relates
to the address of the registered office, the new address of that office; and (5) a...
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10A-8A-9.08
Section 10A-8A-9.08 Filings required for merger; effective date. (a) After each constituent
organization has approved the plan of merger, a statement of merger must be signed on behalf
of: (1) each constituent partnership, as provided in Section 10A-8A-2.03(a); and (2)
each other constituent organization, as provided by its governing statute. (b) A statement
of merger under this section must include: (1) the name, type of organization, and
mailing address of the principal office of each constituent organization, the jurisdiction
of the governing statute of each constituent organization, and the respective unique identifying
numbers or other designations as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other designation as assigned
by the Secretary of State, if any, of the surviving organization, the jurisdiction...
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10A-9A-1.10
Section 10A-9A-1.10 Partnership agreement; effect on third parties and relationship
to writings effective on behalf of limited partnership. (a) If a partnership agreement provides
for the manner in which it may be amended, including by requiring the approval of a person
who is not a party to the partnership agreement or the satisfaction of conditions, it may
be amended only in that manner or as otherwise permitted by law, except that the approval
of any person may be waived by that person and any conditions may be waived by all persons
for whose benefit those conditions were intended. (b) A partnership agreement may provide
rights to any person, including a person who is not a party to the partnership agreement,
to the extent set forth in the partnership agreement. (c) The obligations of a limited partnership
and its partners to a person in the person's capacity as a transferee or dissociated partner
are governed by the partnership agreement. A transferee and a dissociated partner are...
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10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (a) A writing delivered to the Secretary
of State for filing pursuant to this chapter must be signed as provided by this section.
(1) A limited partnership's initial certificate of formation must be signed by all general
partners listed in the certificate of formation. (2) An amendment adding or deleting a statement
that the limited partnership is a limited liability limited partnership must be signed by
all general partners listed in the certificate of formation. (3) An amendment designating
as general partner a person admitted under Section 10A-9A-8.01(c) following the dissociation
of a limited partnership's last general partner must be signed by the person or persons so
designated. (4) Any other amendment must be signed by: (A) at least one general partner; and
(B) each other person designated in the amendment as a new general partner. (5) A restated
certificate of formation must be signed by at least one general partner and, to the extent...

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22-21-33
Section 22-21-33 Penalties for operation of or referring persons to unlicensed hospital.
(a)(1) Any individual, association, corporation, partnership, limited liability company, or
other business entity who operates or causes to be operated a hospital of any kind as defined
in this article or any rules promulgated hereunder, without having been granted a license
by the State Board of Health shall be guilty of a Class B misdemeanor upon conviction, except
that any individual, association, corporation, partnership, limited liability company, or
other business entity who operates or causes to be operated a hospital of any kind as defined
in this article or any rules promulgated hereunder without having been granted a license by
the State Board of Health shall be guilty of a Class A misdemeanor upon conviction of a second
or any subsequent offense. (2) The State Board of Health, upon determination that a facility
or business is operating as a hospital, within the meaning of this article or...
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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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