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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-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-8A-8.02
Section 10A-8A-8.02 Effect of dissolution. Notwithstanding Section 10A-1-9.12:
(a) A dissolved partnership continues its existence as a partnership but may not carry on
any business or not for profit activity except as is appropriate to wind up and liquidate
its business or not for profit activity, including: (1) collecting its assets; (2) disposing
of its properties that will not be distributed in kind to persons owning transferable interests;
(3) discharging or making provisions for discharging its liabilities; (4) distributing its
remaining property in accordance with Section 10A-8A-8.09; and (5) doing every other
act necessary to wind up and liquidate its business or not for profit activity. (b) In winding
up its business or not for profit activity, a partnership may: (1) deliver to the Secretary
of State for filing a statement of dissolution setting forth: (A) The name of the partnership;
(B) If the partnership has filed a statement of partnership, a statement of not for profit...
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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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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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10A-5A-10.07
Section 10A-5A-10.07 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 limited liability company, as provided in Section 10A-5A-2.04(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
number or other designation 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...
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10A-8A-1.06
Section 10A-8A-1.06 Governing law. (a) Except as otherwise provided in subsections (b),
(c), and (d) of this section, the law of the jurisdiction in which the partnership
has its principal office governs the partnership agreement and the relations among the partners
and between the partners and the partnership. (b) The law of this state governs the (i) internal
affairs of a limited liability partnership, including the relations among the partners and
between the partners and the partnership, (ii) the liability of a partner as a partner for
the debts, obligations, or other liabilities of a limited liability partnership, and (iii)
the authority of the partners of a limited liability partnership. (c) The law of the jurisdiction
in which a foreign limited liability partnership has filed its statement of limited liability
partnership or similar writing governs the (i) internal affairs of that foreign limited liability
partnership, including the relations among the partners and between the...
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10A-8A-9.06
Section 10A-8A-9.06 Merger. (a) A partnership may merge with one or more other constituent
organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, and
a plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and 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,...
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10A-5A-10.05
Section 10A-5A-10.05 Merger. (a) A limited liability company may merge with one or more
other constituent organizations pursuant to this section, Sections 10A-5A-10.06 through
10A-5A-10.08, and a plan of merger, if: (1) the governing statute of each of the other organizations
authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that
enacted any of those governing statutes; and (3) each of the other organizations complies
with its governing statute in effecting the merger. (b) A plan of merger must be in writing
and 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 number or other designation
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...
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10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN
THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited
liability company is merging under this chapter, the domestic limited liability company or
other business entity surviving or resulting from the merger shall file articles of merger
in the Office of the Secretary of State. If a domestic limited liability company is filing
the articles of merger, the articles of merger shall be signed by at least one member of the
domestic limited liability company, and if another business entity is filing the articles
of merger, the articles of merger shall be signed by a person authorized by the other business
entity. The articles of merger shall state all of the following: (1) The name, jurisdiction,
and date of formation or organization of each of the domestic limited liability companies
or other business entities that are to merge. (2) That an agreement of merger has been...
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