Chapter 425E — Chapter 425E

§425E-102 Definitions. As used in this chapter: "Certificate of limited partnership" means the certificate required by section 425E-201. The term includes the certificate as amended or restated. "Contribution", except in the phrase "right of contribution", means any benefit provi…

§425E-108 Name. (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership shall contain the phrase "limited partnership" or the abbreviation "L.P." or "LP", and shall not co…

ARTICLE 11. CONVERSION AND MERGER §425E-1101 Definitions. As used in this article: "Association" means an association organized under chapter 421 or 421C. "Constituent limited partnership" means a constituent organization that is a limited partnership. "Constituent organization" …

§425E-1103 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 425E-1102 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 s…

§425E-1105 Effect of conversion. When a conversion becomes effective:

§425E-1107 Articles of merger. (a) After a plan of merger is approved, articles of merger shall be signed on behalf of each limited partnership and each other entity that is a party to the merger, and shall be delivered to the director for filing. The articles shall set forth: (b…

§425E-1109 Effect of merger. (a) When a merger becomes effective: (b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be served, service of process may…

§425E-1114 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 enti…

§425E-114 Registered agent. Each domestic limited partnership or foreign limited partnership shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:

§425E-115 Designation or change of registered agent. (a) A domestic limited partnership or foreign limited 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 domestic or foreig…

§425E-116 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 2003, c 210, pt of §1; am L 2009, c 55, §42]

§425E-1204 Application to existing relationships. (a) Before December 31, 2004, this chapter governs only: (b) Except as otherwise provided in subsection (c), on and after December 31, 2004, this chapter shall govern all limited partnerships. (c) With respect to a limited partner…

ARTICLE 2. FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS; FEES §425E-201 Certificate of limited partnership. (a) To form a limited partnership, a certificate of limited partnership shall be executed and delivered to the office of the director for filing. The certif…

§425E-208 Liability for false information in a filed record. (a) If a record delivered to the director for filing under this chapter contains false information, any person that suffers loss by reliance on the false information may recover damages for the loss from: (b) Signing a …

§425E-210 Annual statement. (a) Each limited partnership and each foreign limited partnership authorized to transact business in this State shall deliver to the director for filing an annual statement that sets forth: (b) The annual statement shall be filed within the time period…

§425E-211 Fees for filing documents and issuing certificates. (a) The following fees shall be paid to the director upon the filing of limited partnership documents: (b) The director shall charge and collect: (c) All fees collected under this section shall be managed in accordance…

§425E-304 Right of limited partner and former limited partner to information. (a) Within ten days of a demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnershi…

§425E-407 Right of general partner and former general partner to information. (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (b) Each general partner and the limited partnership shall f…

ARTICLE 8. DISSOLUTION §425E-801 Nonjudicial dissolution. Except as otherwise provided in section 425E-802, a limited partnership shall be dissolved, and its activities shall be wound up, only upon the occurrence of any of the following:

§425E-807 Other claims against dissolved limited partnership. (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (b) The notice shall: (c) If a …

§425E-809 Administrative cancellation. (a) The director may cancel the certificate of a limited partnership administratively if the partnership fails to: Administrative cancellation shall not relieve the general partners of liability for the penalties for the failure to file any …

§425E-810 Reinstatement following administrative cancellation. (a) A limited partnership that has been administratively canceled may apply to the director for reinstatement within two years after the effective date of cancellation. The application shall: (b) Within the applicable…

§425E-811 Appeal from denial of reinstatement. (a) If the director denies a limited partnership's application for reinstatement following administrative cancellation, the director shall notify the limited partnership of the reason or reasons for the denial. (b) The limited partne…

ARTICLE 9. FOREIGN LIMITED PARTNERSHIPS §425E-901 Governing law. (a) Subject to the constitution of this State: (b) A certificate of authority shall not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not enga…

§425E-902 Application for certificate of authority. (a) A foreign limited partnership may apply for a certificate of authority to transact business in this State by delivering an application to the director for filing. The application shall state: (b) The foreign limited partners…

§425E-905 Name. (a) A foreign limited partnership whose name does not comply with sections 425E-108(d) and (e) may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 425E-108, …

§425E-906 Cancellation of certificate of authority. (a) The director may cancel the certificate of authority of a limited partnership administratively if: (b) Cancellation of a certificate of authority shall not relieve the general partners of liability for the penalties for fail…

§425E-907 Certificate of withdrawal; effect of failure to have certificate. (a) A foreign limited partnership registered to transact business in this State may withdraw from this State upon procuring from the director a certificate of withdrawal. In order to procure a certificate…