Chapter 425 — Chapter 425

§425-143 Partner's liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) and section 425-117, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 425-14…

§425-144 Settlement of accounts and contributions among partners. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including…

Miscellaneous Provisions--Repealed §425-145 REPEALED. L 2000, c 218, §7.

§425-15 Not applicable to corporations. Nothing in this part contained shall apply to corporations or incorporated companies. [L 1969, c 247, pt of §1]

PART V. LIMITED LIABILITY PARTNERSHIP ACT--REPEALED §§425-151 to 425-180 REPEALED. L 2000, c 218, §8.

§425-153 Statement of qualification. A statement of qualification shall contain:

§425-154 Amending and restating, amending, and restating the statement of qualification; voluntary cancellation. (a) A statement of qualification may be amended and restated at any time for any proper purpose determined by the partners. The amended and restated statement of quali…

§425-155 Status as limited liability partnership; cancellation. (a) The status of a partnership as a limited liability partnership shall be effective upon the filing of the statement of qualification. (b) Status as a limited liability partnership shall continue, regardless of cha…

§425-156 Foreign limited liability partnerships. (a) Before transacting business in this State, a foreign limited liability partnership shall register pursuant to part I of this chapter, file a statement of foreign qualification with the director, and submit a certificate of good…

§425-158 Statement of foreign qualification. A statement of foreign qualification shall contain:

§425-159 Amending, restating, and amending and restating the statement of foreign qualification; voluntary cancellation. (a) A foreign limited liability partnership shall amend, restate, and amend and restate the statement of qualification in the same manner prescribed for domest…

§425-16 Fees, government realizations. All fees received by virtue of this part shall be accounted for as part of the revenue of the State. [L 1969, c 247, pt of §1]

§425-162 Foreign limited liability partnerships; activities not constituting the transaction of business. (a) Activities of a foreign limited liability partnership that do not constitute the transaction of business include: (b) The ownership in this State of income-producing real…

§425-163 Annual report. (a) Every limited liability partnership and foreign limited liability partnership authorized to transact business in this State shall file an annual report in the office of the director that contains: (b) The annual report shall be filed within the time pe…

§425-164 Revocation of statement of qualification. (a) The director may revoke the statement of qualification of a limited liability partnership or statement of foreign qualification of a foreign limited liability partnership if: The director shall provide the partnership at leas…

§§425-165 and 425-166 REPEALED. L 2002, c 130, §§115, 116.

§425-167 Correction of filed documents. (a) A domestic limited liability partnership or foreign limited liability partnership may correct a document filed with the director if the document: (b) A document is corrected by preparing and delivering to the director for filing, a stat…

§425-168 Fee for recording. (a) The director shall collect the following fees for the following limited liability partnership documents: (b) The following special handling fees shall be assessed by the director for expeditious handling and review of the following documents: (c) T…

§425-17 Withdrawal procedure for foreign general partnership. (a) Any foreign general partnership which has qualified to transact business in this State may withdraw and surrender its right to engage in business within this State by securing from the director of commerce and cons…

§425-170 REPEALED. L 2002, c 130, §117.

§425-18 Registered agent. Each domestic partnership or foreign partnership shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:

§425-19 Designation or change of registered agent. (a) A partnership that does not already have a registered agent shall designate its registered agent by complying with the requirements of section 425R-4. (b) A partnership may change its registered agent by complying with the re…

PART VI. [MISCELLANEOUS PROVISIONS] §425-191 REPEALED. L 2002, c 41, §29.

§425-192 Conversion into and from partnerships or limited liability partnerships. (a) A domestic partnership or limited liability partnership may adopt a plan of conversion and convert to a foreign partnership, limited liability partnership, or any other entity if: (b) Any foreig…

§425-193 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 425-192 and has not been abandoned, articles of conversion shall be executed by a partner, officer, or other duly authorized representative of the converting entity and shall…

§425-194 REPEALED. L 2003, c 124, §104.

§425-195 Effect of conversion. When a conversion becomes effective:

§425-196 Administrative order of abatement for infringement of partnership name. (a) Any domestic partnership in good standing formed under this chapter or foreign partnership authorized to do business in this State under this chapter claiming that the name of another domestic co…

§425-2 Forms to be furnished by director. The registration, annual and other statements required by this part shall be filed on forms to be furnished by the director of commerce and consumer affairs. [L 1969, c 247, pt of §1; am L 1980, c 270, §2; am L 1982, c 204, §8; am L 1983,…

§425-20 Resignation of registered agent. A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2002, c 130, pt of §5; am L 2009, c 55, §34]

[PART VII.] MERGERS §425-201 Definitions. As used in this part: "Association" means an association organized under chapter 421 or 421C. "Merger" means the procedure authorized by this part in which one domestic or foreign entity combines with one or more domestic or foreign entit…

§425-202 Foreign mergers. (a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving entity…

§425-204 Articles of merger. (a) After approval of the plan of merger, unless the merger is terminated, articles of merger shall be signed on behalf of each general partnership, and each entity that is a party to the merger and delivered to the director for filing. The articles s…

§425-206 REPEALED. L 2004, c 121, §59.

§425-21 Service on partnership. (a) Service of any notice or process authorized by law that is issued against any domestic or foreign partnership by any court, judicial or administrative officer, or board may be made in the manner provided by law upon any registered agent or part…

§425-3 Foreign partnerships, powers and liabilities. A partnership formed under the laws of any other jurisdiction, shall, on filing a registration statement as required by section 425-1 and subject to continuing compliance with the other provisions of this part, have the same po…

§425-4 Partnership between husband and wife; prima facie proof. If any business tax return is filed by, or license to do business is issued in the names of, both husband and wife, such tax return or license shall constitute prima facie proof, insofar as the State or any of its po…

§425-5 Minors and incompetent persons. A minor or incompetent person may not be a partner, but may have a beneficial interest in a partnership through a trustee or duly appointed guardian. This section shall not apply to the current partners in any duly registered partnership doi…

§425-6 Partnership name. (a) No statement or certificate of any partnership shall be recorded by the director unless the name is not the same as, or substantially identical to the name of any domestic corporation, partnership, limited partnership, limited liability company, or li…

§425-7 Partnership name; change of. Whenever any partnership shall change its partnership name, it shall within thirty days thereafter file in the office of the director of commerce and consumer affairs a statement showing: (1) the registered name of the partnership; and (2) the …

PART III. FOREIGN LIMITED PARTNERSHIPS--REPEALED §§425-71 to 425-77 REPEALED. L 1989, c 288, §3.

§425-8 Reservation of partnership name. The exclusive right to the use of a partnership name may be reserved by any person intending to organize a domestic partnership, by any domestic partnership intending to change its name, by any foreign partnership intending to do or carry o…

§425-9 Statement of dissolution. Whenever a domestic general partnership is dissolved, and the business is not continued, a statement thereof showing the cause of dissolution shall be filed in the office of the director of commerce and consumer affairs within thirty days after th…