10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general 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 general partner in a converting or constituent
limited 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 limited partnership under Section 10A-9A-4.02;
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 business is the converting or constituent limited partnership and that the person
is a general partner in the converting or constituent limited partnership. (b) An act of a
person that before a conversion or merger became effective was dissociated...
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10A-9A-10.03
Section 10A-9A-10.03 Action on plan of conversion by converting limited partnership. (a) Subject
to Section 10A-9A-10.10, a plan of conversion must be consented to by all the partners of
a converting limited partnership. (b) Subject to Section 10A-9A-10.10 and any contractual
rights, after a conversion is approved, and at any time before a filing is made under Section
10A-9A-10.04, a converting limited partnership may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and (2) except as prohibited by the plan, by the same consent
as was required to approve the plan. (Act 2016-379, §1.)...
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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-2A-9.11
Section 10A-2A-9.11 Conversion. (a) An organization other than a corporation may convert to
a corporation, and a corporation may convert to an organization other than a corporation pursuant
to this article, and a plan of conversion, if: (1) the governing statute of the organization
that is not a corporation authorizes the conversion; (2) the law of the jurisdiction governing
the converting organization and the converted organization does not prohibit the conversion;
and (3) the converting organization and the converted organization each comply with the governing
statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include: (1) the name, type of organization,
and mailing address of the principal office of the converting organization and its unique
identifying number or other designation as assigned by the Secretary of State, if any, before
conversion; (2) the name, type of organization, and...
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17-5-8
Section 17-5-8 Reports of contributions and expenditures by candidates, committees, and officials;
filing; procedure. (a) The treasurer, designated filing agent, or candidate, shall file with
the Secretary of State or judge of probate, as designated in Section 17-5-9, periodic reports
of contributions and expenditures at the following times once a principal campaign committee
files its statement under Section 17-5-4 or a political action committee files its statement
of organization under Section 17-5-5: (1) Beginning after the 2012 election cycle, regardless
of whether a candidate has opposition in any election, monthly reports not later than the
second business day of the subsequent month, beginning 12 months before the date of any primary,
special, runoff, or general election for which a political action committee or principal campaign
committee receives contributions or makes expenditures with a view toward influencing such
election's result. A monthly report shall include all...
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10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member of
a converting or constituent limited liability company will have personal liability with respect
to a converted or surviving organization, approval and amendment of a plan of conversion or
plan of merger are ineffective without that member's consent to the plan. (b) A member does
not give the consent required by subsection (a) merely by consenting to a provision of the
limited liability company agreement that permits the limited liability company agreement to
be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...

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10A-9A-8.12
Section 10A-9A-8.12 Limited partnership name upon reinstatement. The name of a limited partnership
following reinstatement shall be determined as follows: (a) If the limited partnership remains
in the Secretary of State's records as a limited partnership which has not been dissolved,
then the name of the limited partnership following reinstatement shall be that limited partnership
name at the time of reinstatement. (b) If the limited partnership is listed in the Secretary
of State's records as a limited partnership that has been dissolved, then the name of a limited
partnership following reinstatement shall be that limited partnership name at the time of
reinstatement if that limited partnership name complies with Article 5 of Chapter 1 at the
time of reinstatement. If that limited partnership name does not comply with Article 5 of
Chapter 1, the name of the limited partnership following reinstatement shall be that limited
partnership name followed by the word "reinstated." (c) A...
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10A-8A-2.01
Section 10A-8A-2.01 Formation of partnership. (a) Except as otherwise provided in subsection
(b), the association of two or more persons: (1) to carry on as co-owners a business for profit
forms a partnership, whether or not the persons intend to form a partnership; or (2) to carry
on any not for profit activity, forms a partnership when (A) the persons intend to form a
partnership and (B) the persons deliver to the Secretary of State for filing a statement of
not for profit partnership in accordance with Section 10A-8A-2.02(b) setting forth their intention
to form a partnership to carry on a not for profit activity. (b) An association formed under
a statute other than this chapter, a predecessor statute, or a comparable statute of another
jurisdiction is not a partnership under this chapter. (c) In determining whether a partnership
is formed under Section 10A-8A-2.01(a)(1), the following rules apply: (1) Joint tenancy, tenancy
in common, tenancy by the entireties, joint property,...
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10A-8A-2.03
Section 10A-8A-2.03 Execution, filing, and recording of statements. (a) A statement may be
delivered to the Secretary of State for filing. A certified copy of a statement of authority
that was filed by the Secretary of State may be delivered to a judge of probate for filing
in accordance with Section 10A-8A-3.03(f) and (g). A certified copy of a statement that is
filed in an office in another jurisdiction may be delivered to the Secretary of State for
filing, and once filed by the Secretary of State, in the case of a statement of authority
which is intended to have a similar effect to that of a statement of authority under Section
10A-8A-3.03(f) or (g), may be delivered to the judge of probate for filing in accordance with
Section 10A-8A-3.03(f) or (g). Either filing has the effect provided in this chapter with
respect to partnership property located in or transactions that occur in this state. (b) A
certified copy of statement of authority filed in the office of the Secretary of State...

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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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