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-3.04
Section 10A-9A-3.04 Right of limited partner and former limited partner to information. Notwithstanding
the provisions of Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (g), on 10
days' demand, made in a writing received by the limited partnership, a limited partner may
inspect and copy required information during regular business hours and at a reasonable location
specified by the limited partnership. The limited partner need not have any particular purpose
for seeking the information. (b) Subject to subsection (g), during regular business hours
and at a reasonable location specified by the limited partnership, a limited partner may obtain
from the limited partnership and inspect and copy true and full information regarding the
state of the activities and affairs and financial condition of the limited partnership and
other information regarding the activities and affairs of the limited partnership as is just
and reasonable if: (1) the limited partner seeks the...
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27-21A-6
Section 27-21A-6 Fiduciary responsibilities of directors, officers, employees, and partners.
(a) Any director, officer, employee, or partner of a health maintenance organization who receives,
collects, disburses, or invests funds in connection with the activities of such organization
shall be responsible for such funds in a fiduciary relationship to the organization. (b) A
health maintenance organization shall maintain in force a fidelity bond on employees and officers
in an amount not less than $25,000 or such other sum as may be prescribed by the commissioner.
All such bonds shall be written with at least a one-year discovery period and if written with
less than a three-year discovery period shall contain a provision that no cancellation or
termination of the bond, whether by or at the request of the insured or by the underwriter,
shall take effect prior to the expiration of 90 days after written notice of such cancellation
or termination has been filed with the commissioner unless...
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10A-1-4.25
Section 10A-1-4.25 Effect of certificate of correction. (a) After the filing officer files
the certificate of correction, the filing instrument is considered to have been corrected
on the date the filing instrument was originally filed, except as otherwise provided by subsection
(b). (b) As to a person who acted in reliance on the filing instrument prior to its correction
and who is adversely affected by that correction, the filing instrument is considered to have
been corrected on the date the certificate of correction is filed. (c) An acknowledgment of
filing or a similar instrument issued by the filing officer before a filing instrument is
corrected, with respect to the effect of filing the original filing instrument, applies to
the corrected filing instrument as of the date the corrected filing instrument is considered
to have been filed under this section. (Act 2009-513, p. 967, §31; Act 2018-125, §1; Act
2019-94, §2.)...
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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-5A-2.05
Section 10A-5A-2.05 Execution of documents - Unsigned documents. (a) If a person required by
this chapter to sign a writing or deliver a writing to a filing officer for filing under this
chapter does not do so, any other person that is aggrieved by that failure may petition the
designated court, and if none, the circuit court for the county in which the limited liability
company's principal office within this state is located, and if the limited liability company
does not have a principal office within this state then the circuit court for the county in
which the limited liability company's most recent registered office is located, to order:
(1) the person to sign the writing; (2) the person to deliver the writing to the filing officer
for filing; or (3) the filing officer to file the writing unsigned. (b) If a petitioner under
subsection (a) is not the limited liability company or foreign limited liability company to
whom the writing pertains, the petitioner shall make the limited...
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10A-9A-10.01
Section 10A-9A-10.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "CONSTITUENT LIMITED
PARTNERSHIP" means a constituent organization that is a limited partnership. (2) "CONSTITUENT
ORGANIZATION" means an organization that is party to a merger under this article. (3)
"CONVERTED ORGANIZATION" means the organization into which a converting organization
converts pursuant to this article. (4) "CONVERTING LIMITED PARTNERSHIP" means a
converting organization that is a limited partnership. (5) "CONVERTING ORGANIZATION"
means an organization that converts into another organization pursuant to this article. (6)
"GENERAL PARTNER" means a general partner of a limited partnership. (7) "GOVERNING
STATUTE" of an organization means the statute that governs the organization's internal
affairs. (8) "ORGANIZATION" means a general partnership, including a limited liability
partnership; limited partnership,...
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10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; effective date. THIS SECTION WAS AMENDED
BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (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-9A-2.03(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,...
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10A-9A-10.10
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions and on relinquishing
LLLP status. (a) If a partner of a converting or constituent limited partnership 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 partner's consent to
the plan. (b) An amendment to a certificate of formation which deletes a statement that the
limited partnership is a limited liability limited partnership is ineffective without each
general partner's written consent to such amendment. (c) A partner does not give the consent
required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement
that permits the partnership agreement to be amended with the consent of fewer than all the
partners. (Act 2016-379, §1.)...
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10A-9A-8.03
Section 10A-9A-8.03 Right to wind up activities and affairs. (a) If a dissolved limited partnership
has a general partner or general partners that have not dissociated, that general partner
or those general partners shall wind up the activities and affairs of the limited partnership
and shall have the powers set forth in Section 10A-9A-8.04. (b) If a dissolved limited partnership
does not have a general partner, a person or persons to wind up the dissolved limited partnership's
activities and affairs may be appointed by the consent of a majority of the limited partners.
(c) The designated court, and if none, the circuit court for the county in which the limited
partnership's principal office within this state is located, and if the limited partnership
does not have a principal office within this state then the circuit court for the county in
which the limited partnership's most recent registered office is located, may order judicial
supervision of the winding up of a dissolved limited...
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