10A-1-7.23
Section 10A-1-7.23 Late filing fee. The Secretary of State may collect from a foreign filing
entity a late filing fee equal to the application for registration fee or the statement of
foreign limited liability partnership fee, as applicable, for the foreign filing entity for
each year of delinquency if the foreign filing entity has transacted business in this state
for more than 90 days. The Secretary of State may condition the effectiveness of a registration
on the payment of the late filing fee. (Act 2009-513, p. 967, §64; Act 2018-125, §3.)...

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10A-8A-9.12
Section 10A-8A-9.12 Power of partners and persons dissociated as partners to bind organization
after conversion or merger. (a) An act of a person that immediately before a conversion or
merger became effective was a partner in a converting or constituent partnership binds the
converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting
or constituent partnership under Section 10A-8A-3.01; and (2) at the time the third party
enters into the transaction, the third party: (A) does not have notice of the conversion or
merger; and (B) reasonably believes that the converted or surviving organization is the converting
or constituent partnership and that the person is a partner in the converting or constituent
partnership. (b) An act of a person that before a conversion or merger became effective was
dissociated as a partner from a converting or constituent partnership...
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10A-9A-11.07
Section 10A-9A-11.07 Classification. For purposes of income taxation, other than under Chapter
14A of Title 40, a domestic or foreign limited partnership or limited liability limited partnership
shall be treated as a partnership unless it is classified otherwise for federal income tax
purposes, in which case it shall be classified in the same manner as it is for federal income
tax purposes. (Act 2016-379, §1.)...
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10A-1-5.01
Section 10A-1-5.01 Effect on rights under other law. The filing of a certificate of formation
by a filing entity pursuant to this title, an application for registration or statement of
foreign limited liability partnership by a foreign filing entity pursuant to this title, or
an application for reservation or registration of a name pursuant to this article does not
authorize the use of a name in this state in violation of a right of another under: (1) The
Trademark Act of 1946, as amended, 15 U.S.C. Section 1051 et seq.; or (2) Chapter 12 of Title
8; or (3) Common law. (Act 2009-513, p. 967, §35; Act 2018-125, §1; Act 2019-94, §2.)...

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10A-8A-11.10
Section 10A-8A-11.10 Interstate application. A limited liability partnership governed by this
chapter may conduct its business or not for profit activity, carry on its operations, and
have and exercise the powers granted by this chapter in any state, foreign country, or other
jurisdiction. (Act 2018-125, §7.)...
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45-40-244.03
Section 45-40-244.03 Cash and credit business. Any person, corporation, partnership, firm,
limited liability company, association, proprietorship, or other entity taxable under this
part having a cash and credit business may report such cash business and the taxpayer shall
thereafter include in each monthly report all credit collections made during the preceding
month and shall pay the taxes due thereon at the time of filing such report, but in no event
shall the gross proceeds of such credit business be included in the measure of tax to be paid
until collections of such credit business shall have been made. (Act 2001-561, p. 1130, §4.)...

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10A-1-7.11
Section 10A-1-7.11 Voluntary withdrawal of registration. (a) A foreign entity registered in
this state may withdraw the foreign entity's registration at any time by filing a certificate
of withdrawal as provided in Article 4. (b) A certificate of withdrawal for a foreign entity
described must state: (1) the name of the foreign entity as set forth on its registration;
(2) the type of foreign entity and the foreign entity's jurisdiction of formation and, in
the case of a foreign limited liability partnership, the jurisdiction which laws govern the
foreign limited liability partnership and its partnership agreement; (3) the street address
and mailing address, if different, of the principal office of the foreign entity; (4) that
the foreign entity no longer is transacting business in this state; (5) that the foreign entity:
(A) revokes the authority of the foreign entity's registered agent in this state to accept
service of process; and (B) consents that service of process in any action,...
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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-5A-1.05
Section 10A-5A-1.05 Governing law. (a) The law of this state governs: (1) the organization
and internal affairs of a limited liability company, or series thereof; (2) the liability
of a member as a member for the debts, obligations, or other liabilities of a limited liability
company, or series thereof; (3) the authority of the members and agents of a limited liability
company, or series thereof; and (4) the availability and liability of the assets of a series
or the limited liability company for the obligations of another series or the limited liability
company. (b) The law of the state or other jurisdiction under which a foreign limited liability
company is formed governs: (1) the organization and internal affairs of a foreign limited
liability company, or series thereof; (2) the liability of a member as a member for the debts,
obligations, or other liabilities of a foreign limited liability company, or series thereof;
(3) the authority of the members and agents of a foreign limited...
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27-31B-24
Section 27-31B-24 Participants in protected cell captive insurance companies. (a) An association,
corporation, limited liability company, partnership, trust, or other business entity may be
a participant in a protected cell captive insurance company formed or licensed under this
chapter. (b) A sponsor may be a participant in a protected cell captive insurance company.
(c) A participant need not be a shareholder of the protected cell captive insurance company
or an affiliate of the company. (d) A participant shall insure only approved risks through
a protected cell captive insurance company. (Act 2006-509, p. 1153, §1; Act 2016-191, §1.)...

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