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10A-8A-8.11
Section 10A-8A-8.11 Certificate of reinstatement. A partnership that has dissolved,
has filed a statement of dissolution, and is seeking to reinstate in accordance with Section
10A-8A-8.10, shall deliver to the Secretary of State for filing a certificate of reinstatement
in accordance with the following: (a) A certificate of reinstatement shall be delivered to
the Secretary of State for filing. The certificate of reinstatement shall state: (1) the name
of the partnership before reinstatement; (2) the name of the partnership following reinstatement,
which partnership name shall comply with Section 10A-8A-8.12; (3) the date of formation
of the partnership; (4) the date of filing its statement of dissolution, and all amendments
and restatements thereof, and the office or offices where filed; (5) if the partnership has
filed a statement of partnership, a statement of not for profit partnership, a statement of
authority, or a statement of limited liability partnership, the unique...
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10A-9A-2.02
Section 10A-9A-2.02 Amendment or restatement of certificate of formation. Notwithstanding
Division B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any
time. (b) A certificate of formation may be restated with or without amendment at any time.
(c) To amend its certificate of formation, a limited partnership must deliver a certificate
of amendment for filing to the Secretary of State which certificate of amendment shall state:
(1) the name of the limited partnership; (2) the unique identifying number or other designation
as assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate
of formation as most recently amended or restated. (d) Prior to a statement of dissolution
being delivered to the Secretary of State for filing, a limited partnership shall promptly
deliver a certificate of amendment for filing with the Secretary of State to reflect: (1)
the admission of a new general partner; or (2) the dissociation of a person...
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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-1-8.01
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-1-1.03
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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10A-8A-3.03
Section 10A-8A-3.03 Statement of authority. (a) A partnership may deliver to the Secretary
of State for filing a statement of authority, which: (1) must include the name of the partnership
and: (A) if the partnership has not filed a statement of partnership, a statement of not for
profit partnership, or a statement of limited liability partnership, (i) the street and mailing
addresses of its principal office and (ii) if the Secretary of State has assigned a unique
identifying number or other designation to the partnership, that number or designation; or
(B) if the partnership has filed a statement of partnership, a statement of not for profit
partnership, or a statement of limited liability partnership, (i) the street address and mailing
address of its principal office, (ii) the name, street address, and mailing address of its
registered agent, and (iii) the unique identifying number or other designation assigned to
the partnership by the Secretary of State. (2) with respect to any...
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10A-9A-2.06
Section 10A-9A-2.06 Certificate of existence or authorization. (a) The Secretary of
State, upon request and payment of the requisite fee, shall furnish to any person a certificate
of existence for a limited partnership if the writings filed in the office of the Secretary
of State show that the limited partnership has been formed under the laws of this state. A
certificate of existence shall reflect only the information on file with the Secretary of
State. To the extent writings have been delivered to the Secretary of State, the certificate
of existence must state: (1) the limited partnership's name; (2) that the limited partnership
was formed under the laws of this state, the date of formation, and the filing office in which
the certificate of formation was filed; (3) whether a statement of dissolution of the limited
partnership has been delivered to the Secretary of State for filing; (4) whether the limited
partnership has delivered to the Secretary of State for filing a certificate...
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10A-9A-8.11
Section 10A-9A-8.11 Certificate of reinstatement. (a) In order to reinstate a limited
partnership under this article, a certificate of reinstatement shall be delivered for filing
to the Secretary of State which certificate of reinstatement shall have attached thereto a
true and complete copy of the limited partnership's certificate of formation. The certificate
of reinstatement shall state: (1) the name of the limited partnership before reinstatement;
(2) the name of the limited partnership following reinstatement, which limited partnership
name shall comply with Section 10A-9A-8.12; (3) the date of formation of the limited
partnership; (4) the date of dissolution of the limited partnership, if known; (5) a statement
that all applicable conditions of Section 10A-9A-8.10 have been satisfied; (6) the
address of the registered office and the name of the registered agent at that address in compliance
with Article 5 of Chapter 1; and (7) the unique identifying number or other designation as...
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10A-9A-2.01
Section 10A-9A-2.01 Formation of limited partnership; certificate of formation. (a)
In order to form a limited partnership, a person must deliver a certificate of formation for
filing to the Secretary of State. Notwithstanding Section 10A-1-3.05, the certificate
of formation shall set forth: (1) the name of the limited partnership, which must comply with
Article 5 of Chapter 1; (2) the address of the registered office required by Article 5 of
Chapter 1; (3) the name of the registered agent at the registered office as required by Article
5 of Chapter 1; (4) the name and the street and mailing address of each general partner; (5)
whether the limited partnership is a limited liability limited partnership; (6) any additional
information required by Article 8 of Chapter 1 or by Article 10 of this chapter; and (7) any
other matters the partners determine to include therein which comply with Section 10A-9A-1.08.
(b) A limited partnership is formed when the certificate of formation becomes...
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10A-1-4.31
Section 10A-1-4.31 Filing fees; all entities. (a) The Secretary of State shall collect
the following fees when a filing instrument described in this title is delivered to the Secretary
of State for filing: (1) Certificate of formation for all entities: Two hundred dollars ($200);
(2) Amendment to a certificate of formation and a restated certificate of formation: One hundred
dollars ($100); (3) Name reservations and notice of transfer of name reservation: Twenty-five
dollars ($25); (4) Certificates, articles, or statements of dissolution or cancellation: One
hundred dollars ($100); (5) Foreign entity registration including a statement of foreign limited
liability partnership: One hundred fifty dollars ($150); (6) Certificate of existence: Twenty-five
dollars ($25); (7) Certificates, articles, or statements of merger, conversion, and share
exchange: One hundred dollars ($100); and (8) Any other filing instrument required or permitted
to be delivered to the Secretary of State for filing...
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