79-14-1106 - Status of partnerships formed prior to effective date of Limited Partnership Act; transitional rules; savings clause.
§ 79-14-1106. Status of partnerships formed prior to effective date of Limited Partnership Act; transitional rules; savings clause.
(a) A limited partnership formed under any other statute of this state and in existence on January 1, 1988, shall not dissolve and its legal existence shall not cease as a result of the repeal of the statute under which it was formed or the enactment of this chapter. A limited partnership formed under any other statute of this state and in existence on January 1, 1988, and the partners thereof shall be governed by the provisions of this chapter and an existing limited partnership and its partners shall have the same rights and be subject to the same limitations, restrictions and liabilities as a limited partnership formed under this chapter and its partners, except as follows:
(1) The partners of an existing limited partnership shall not be required to execute and file a certificate of limited partnership under this chapter in order to maintain the continued existence of the limited partnership as a limited partnership under the laws of this state; and, as used in this chapter with respect to an existing limited partnership, unless the context otherwise requires, "certificate of limited partnership" means the certificate of limited partnership of the limited partnership executed and filed pursuant to and in accordance with the provisions of the statute under which such limited partnership was formed, and the certificate as amended or restated.
(2) An existing limited partnership shall not be subject to the provisions of paragraphs (1), (3) or (4) of Section 79-14-102 with respect to its name as set forth in its certificate of limited partnership on January 1, 1988, but it shall become subject to such provisions if, and at the time, any change in its name is made after January 1, 1988.
(3) An existing limited partnership shall not be subject to the provisions of Section 79-14-104(a)(2) until the execution and filing of the restated certificate of limited partnership referred to in paragraph (5) of this subsection, at which time the general partners of an existing limited partnership shall have the obligation, and the right and power, to appoint and thereafter continuously maintain an agent for service of process as required by Section 79-14-104(a)(2), notwithstanding any provision contained in the partnership agreement to the contrary.
(4) The provisions of this chapter relating to the events requiring, and the method of effecting, an amendment of a certificate of limited partnership or a certificate of dissolution or cancellation shall apply to an existing limited partnership to the same extent and in the same way such provisions apply to a limited partnership formed under this chapter; except that the first amendment of the certificate of limited partnership of an existing limited partnership made after January 1, 1988, shall be effected by the execution and filing of a restated certificate of limited partnership setting forth all of the information specified in Section 79-14-201(a), including, but not limited to, the name and address of the agent for service of process required to be maintained by Section 79-14-104(a)(2), which information shall be current as of the date of the execution and filing of such restated certificate of limited partnership; and the execution and filing of such restated certificate of limited partnership shall not result in the dissolution, or in any way adversely affect the continued existence, of the existing limited partnership.
(5) A certificate of amendment, a restated certificate of limited partnership, and a certificate of dissolution or cancellation with respect to an existing limited partnership, in addition to setting forth the information specified in Sections 79-14-202(a), 79-14-210 and 79-14-203, shall state the place where the original certificate of limited partnership was filed.
(6) Sections 79-14-501, 79-14-502 and 79-14-608 apply only to contributions and distributions made after January 1, 1988.
(7) Section 79-14-704 applies only to assignments made after January 1, 1988.
(b) From and after January 1, 1988, (i) all amendments to and restatements of the certificate of limited partnership or certificate of dissolution or cancellation of an existing limited partnership shall be filed with the Secretary of State and shall be executed and filed in accordance with, and shall otherwise comply, with all of the requirements of this chapter, and (ii) no such amendment, restatement, dissolution or cancellation shall be filed in the office of the chancery clerk of any county of this state.
(c) The repeal of any existing statutory provision by this chapter does not impair any contract or affect any right accrued before January 1, 1988.
Sources: Laws, 1987, ch. 488, § 1106; Laws, 1988, ch. 396, eff from and after passage (approved April 20, 1988).