10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion or merger
under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02,
or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting
or constituent partnership, but: (1) the provisions of this chapter pertaining to the collection
or discharge of the liability continue to apply to the liability; (2) for the purposes of
applying those provisions, the converted or surviving organization is deemed to be the converting
or constituent partnership; and (3) if a person is required to pay any amount under this subsection:
(A) the person has a right of contribution from each other person that was liable as a partner
under Section 10A-8A-3.06 when the obligation was incurred and has not been released from
the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and (B) the contribution due from
each of those persons is in proportion to the right to...
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10A-9A-8.10
Section 10A-9A-8.10 Reinstatement after dissolution. Notwithstanding Sections 10A-1-9.31 and
10A-1-9.32, a limited partnership that has been dissolved may be reinstated upon compliance
with the following conditions: (a) the consent shall have been obtained from the partners
or other persons entitled to consent at the time that is: (1) required for reinstatement under
the partnership agreement; or (2) if the partnership agreement does not state the consent
required for reinstatement, sufficient for dissolution under the partnership agreement; or
(3) if the partnership agreement neither states the consent required for reinstatement nor
for dissolution, sufficient for dissolution under this chapter; (b) in the case of a written
objection to reinstatement having been delivered to the limited partnership before or at the
time of the consent required by subsection (a) by the partners or other persons having authority
under the partnership agreement to bring about or prevent dissolution of...
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34-1-16
Section 34-1-16 Acts declared unlawful. No person shall assume or use the title or designation
"certified public accountant," the abbreviation "CPA" or any other title,
designation, words, letters, abbreviation, sign, card, or device tending to indicate that
the person is a certified public accountant, unless the person has received a certificate
as a certified public accountant under Section 34-1-4 and if in public practice, holds a permit
issued under Section 34-1-11, which is not revoked or suspended, hereinafter referred to as
a live permit, and all of the offices of the person in this state for the practice of public
accounting are maintained and registered as required under Section 34-1-10, or the person
is practicing pursuant to Section 34-1-7; provided, however: (1) A foreign accountant who
has registered under Section 34-1-5 and who holds a live permit issued under Section 34-1-11
may use the title under which he or she is generally known in his or her country, followed
by the...
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10A-9A-2.05
Section 10A-9A-2.05 Liability for false information in a filed writing. If a writing delivered
for filing under this chapter and filed under this chapter contains information which is false
in any material respect and if such information is required to be set forth on a newly filed
certificate of formation under this chapter, a person that suffers loss by reasonable reliance
on the information may recover damages for the loss from: (1) a person that signed the writing,
or caused another to sign it on the person's behalf, and knew the information to be false
at the time the writing was signed; and (2) a general partner that has notice that the information
was false when the writing was filed or has become false because of changed circumstances,
if the general partner has notice for a reasonably sufficient time before the information
is relied upon to enable the general partner to effect an amendment under Section 10A-9A-2.02,
file a petition pursuant to Division B of Article 5 of...
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10A-9A-6.05
Section 10A-9A-6.05 Effect of dissociation as general partner. (a) Upon a person's dissociation
as a general partner: (1) the person's right to participate as a general partner in the management
and conduct of the partnership's activities and affairs terminates; (2) the person's duty
to refrain from competing with the limited partnership in the conduct or winding up of the
limited partnership's activities and affairs terminates; (3) the person's following duties
continue only with regard to matters arising and events occurring before the person's dissociation
as a general partner: (A) the duty to account to the limited partnership and hold as trustee
for it any property, profit, or benefit derived by the general partner in the conduct and
winding up of the limited partnership's activities and affairs or derived from a use by the
general partner of limited partnership property, including the appropriation of a limited
partnership opportunity; (B) the duty to refrain from dealing with...
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10A-2A-13.22
Section 10A-2A-13.22 Appraisal notice and form. (a) If a corporate action requiring appraisal
rights under Section 10A-2A-13.02(a) becomes effective, the corporation shall deliver a written
appraisal notice and form required by subsection (b) to all stockholders who satisfy the requirements
of Section 10A-2A-13.21(a), (b), or (c). In the case of a merger under Section 10A-2A-11.05,
the parent shall deliver an appraisal notice and form to all record stockholders who may be
entitled to assert appraisal rights. (b) The appraisal notice shall be delivered no earlier
than the date the corporate action specified in Section 10A-2A-13.02(a) became effective,
and no later than 10 days after that date, and must: (1) supply a form that (i) specifies
the first date of any announcement to stockholders made before the date the corporate action
became effective of the principal terms of the proposed corporate action, (ii) if the announcement
was made, requires the stockholder asserting appraisal...
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10A-5A-10.03
Section 10A-5A-10.03 Filings required for conversion; effective date. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-5A-2.04(a) and which must include: (A) 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; (B) the date of the filing of the certificate of formation of the
converting organization, if any, and all prior amendments and the filing office or offices,
if any, where such is filed; (C) a statement that the converting organization has been converted
into the converted organization; (D) the name and type...
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10A-8A-1.02
Section 10A-8A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (1) "Business"
includes every trade, occupation, and profession for profit. (2) "Disqualified person"
means any person who is not a qualified person. (3) "Distribution" except as otherwise
provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership
to another person on account of a transferable interest. (4) "Foreign limited liability
partnership" means a foreign partnership whose partners have limited liability for the
debts, obligations, or other liabilities of the foreign partnership under a provision similar
to Section 10A-8A-3.06(c). (5) "Foreign partnership" means a partnership governed
by the laws of a jurisdiction other than this state which would be a partnership if governed
by the laws of this state. The term includes a foreign limited liability partnership. (6)
"Limited liability...
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10A-1-7.01
Section 10A-1-7.01 Foreign entities required to register. (a)(1) For purposes of this Article
7, the terms register, registering, and registered include (i) a foreign entity other than
a foreign limited liability partnership delivering to the Secretary of State for filing an
application for registration and the Secretary of State filing the application for registration,
and (ii) a foreign limited liability partnership delivering to the Secretary of State for
filing a statement of foreign limited liability partnership and the Secretary of State filing
the statement of foreign limited liability partnership. (2) For purposes of this Article 7,
the term registration includes (i) a filed application for registration and (ii) a filed statement
of foreign limited liability partnership. (b) For purposes of this Article 7, the terms transact
business and transacting business shall include conducting a business, activity, not for profit
activity, and any other activity, whether or not for...
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10A-9A-1.03
Section 10A-9A-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 notification
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 a notification 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 limited partnership's: (1) matters included in
the certificate of formation under Sections 10A-9A-2.01(a)(1), (a)(2), (a)(3), (a)(4), if
applicable, (a)(5), and (a)(6) upon filing; (2) general partner dissociating as a general
partner, 90 days after the effective date of an amendment to the certificate of formation...

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