Title 23, Corporations And Partnerships

[§425-157] Law governing foreign limited liability partnership. (a) The law under which a foreign limited liability partnership is formed shall govern relations among the partners, between the partners and the partnership, and the liability of partners for obligations of the part…

§425-158 Statement of foreign qualification. A statement of foreign qualification shall contain: (1) The name of the foreign limited liability partnership, which name complies with the law of the state or other jurisdiction under which the foreign limited liability partnership is…

§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]

[§425-160] Status as qualified foreign limited liability partnership; cancellation. (a) The status of a partnership as a qualified foreign limited liability partnership shall be effective upon the filing of the statement of foreign qualification. (b) Status as a qualified foreign…

[§425-161] Foreign limited liability partnerships; effect of failure to qualify. (a) A foreign limited liability partnership engaged in the transaction of business in this State shall not maintain an action or proceeding in this State unless it has in effect a statement of foreig…

§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: (1) Maintaining, defending, or settling an action or pro…

§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: (1) The name of the limited liability partnership or fo…

§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: (1) The partnership fails to: (A) Pay any fees pre…

§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: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, ve…

§425-168 Fee for recording. (a) The director shall collect the following fees for the following limited liability partnership documents: (1) Annual report, $25; (2) Statement of qualification, $50; (3) Statement of foreign qualification, $100; (4) Statement of correction, amendme…

[§425-169] Revocation if instrument dishonored. The director may revoke the filing of a document filed under this subpart if the director determines that the filing fee for the document was paid by an instrument that was dishonored when presented by the State for payment. Documen…

§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…

[§425-171] Action by director. The director may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this subpart. [L 2000, c 218, pt of §1]

[§425-172] Personal liability and penalty. (a) Each partner of a partnership that neglects or fails to substantially comply with any provision of this subpart shall severally forfeit to the State $25 for each and every month while the default continues, to be recovered by action …

[§425-173] Transition rules for limited liability partnerships and foreign limited liability partnerships under prior law. (a) All entities that were limited liability partnerships registered under the law in effect on the date preceding July 1, 2000, shall be converted into and …

§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: (1) An individual who resides in this State; (2) A domestic entity authorized to tr…

§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…

§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: (1) The domest…

§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…

§425-195 Effect of conversion. When a conversion becomes effective: (1) The converting entity shall continue to exist without interruption, but in the organizational form of the converted entity; (2) All rights, title, and interest in all real estate and other property owned by t…

§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…

[§425-197] Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. [L 2000, c 218, pt of §2]

[§425-198] Short title. This chapter may be cited as the Uniform Partnership Act (1977). [L 2000, c 218, pt of §2]

§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…

[§425-203] Merger of general partnerships and limited liability partnerships. (a) Pursuant to a plan of merger, a domestic general partnership, foreign general partnership, domestic limited liability partnership, or foreign limited liability partnership may merge with one or more…

§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…

[§425-205] Effect of merger. (a) When a merger takes effect: (1) The separate existence of each entity that is a party to the merger, other than the surviving entity, terminates; (2) All property owned by each of the entities that are parties to the merger vests in the surviving …

§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…

[§425-3.5] Activities not constituting transacting business. (a) The activities of a foreign general partnership that do not constitute transacting business in this State within the meaning of this chapter include: (1) Maintaining, defending, or settling an action or proceeding; …

§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 …

§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…

ARTICLE 10. ACTIONS BY PARTNERS [§425E-1001] Direct action by a partner. (a) Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's a…

[§425E-1002] Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) The partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and…

[§425E-1003] Proper plaintiff. A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) That was a partner when the conduct giving rise to the action occurred; or (2) Whose status as a partner devolved upon the person b…

[§425E-1004] Pleading. In a derivative action, the complaint shall state with particularity: (1) The date and content of the plaintiff's demand and the general partners' response to the demand; or (2) Why demand should be excused as futile. [L 2003, c 210, pt of §1]

[§425E-1005] Proceeds and expenses. (a) Except as otherwise provided in subsection (b): (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and (2) If the…

ARTICLE 1. GENERAL PROVISIONS [§425E-101] Short title. This chapter may be cited as the "Uniform Limited Partnership Act". [L 2003, c 210, pt of §1]