§ 7-12-56 - Registered limited liability partnerships.
SECTION 7-12-56
§ 7-12-56 Registered limited liabilitypartnerships. – (a) To become and to continue as a registered limited liability partnership, apartnership shall file with the secretary of state an application or a renewalapplication, stating the name of the partnership, the address of its principaloffice, if the partnership's principal office is not located in this state, theaddress of a registered office and the name and address of a registered agentfor service of process in this state which a partnership is required tomaintain. In addition, partnerships under this section shall provide the namesand addresses of all resident partners, the place where the business records ofthe partnership are maintained, or if more than one location for businessrecords is maintained, then the principal place of business of the partnership,number, a brief statement of the business in which the partnership engaged, andthat the partnership applies for status or renewal of its status, as aregistered limited liability partnership.
(b) The application or renewal application is executed by amajority in interest of the partners or by one or more partners authorized toexecute an application or renewal application.
(c) The application or renewal application is accompanied bya fee of one hundred dollars ($100) for each partner, not to exceed twothousand five hundred dollars ($2,500) for each partnership's initial filing orsubsequent renewal application.
(d) The secretary of state shall register as a registeredlimited liability partnership, and shall renew the registration of any limitedliability partnership, any partnership that submits a completed application orrenewal application with the required fee.
(e) Registration is effective for one year after the date anapplication is filed, unless voluntarily withdrawn by filing with the secretaryof state a written withdrawal notice executed by a majority in interest of thepartners or by one or more partners authorized to execute a withdrawal.Registration, whether pursuant to an original application or a renewalapplication, as a registered limited liability partnership is renewed if,during the sixty (60) day period preceding the date the application or renewalapplication otherwise would have expired, the partnership filed with thesecretary of state a renewal application. A renewal application expires oneyear after the date an original application would have expired if the lastrenewal of the application had not occurred.
(f) The status of a partnership as a registered limitedliability partnership is not affected by changes after the filing of anapplication or a renewal application in the information stated in theapplication or renewal application.
(g) The secretary of state may provide forms for applicationfor or renewal of registration. Any renewals shall maintain resident partnersas set out in this section.
(h) A partnership that registers as a registered limitedliability partnership is not deemed to have dissolved as a result of thatregistration and is for all purposes the same partnership that existed beforethe registration and continues to be a partnership under the laws of thisstate. If a registered limited liability partnership dissolves, a partnershipwhich is a successor to the registered limited liability partnership and whichintends to be a registered limited liability partnership is not required tofile a new application and is deemed to have filed any documents required orpermitted under this chapter which were filed by the predecessor partnership.
(i) The fact that an application or renewal application is onfile in the office of the secretary of state is notice that the partnership isa registered limited liability partnership and is notice of all other factsstated in the application or renewal application.