Title 4 — Economic Resources
115 chapters · 1,861 sections in this title.
4 CMC § 40172 Conversion of Partnership to Limited Partnership
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40172. Conversion of Partnership to Limited Partnership. (a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a p…
4 CMC § 40173 Conversion of Limited Partnership to Partnership
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40173. Conversion of Limited Partnership to Partnership. (a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in …
4 CMC § 40174 Effect of Conversion; Entity Unchanged
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40174. Effect of Conversion; Entity Unchanged. (a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before t…
4 CMC § 40175 Merger of Partnerships
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40175. Merger of Partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships or limited partnerships. (b) The…
4 CMC § 40176 Effect of Merger
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40176. Effect of Merger. (a) When a merger takes effect: (1) the separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ce…
4 CMC § 40177 Statement of Merger
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40177. Statement of Merger. (a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the s…
4 CMC § 40178 Nonexclusive
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40178. Nonexclusive. This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. Source: PL 15-88, § 2(908), modified. Com…
4 CMC § 40181 Statement of Qualification
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40181. Statement of Qualification. (a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited li…
4 CMC § 40182 Name
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40182. Name. The name of a limited liability partnership must end with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." Source…
4 CMC § 40183 Annual Report
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40183. Annual Report. (a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this Commonwealth, shall file an annual report in the of…
4 CMC § 40185 Law Governing Foreign Limited Liability Partnership
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40185. Law Governing Foreign Limited Liability Partnership. (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partner…
4 CMC § 40186 Statement of Foreign Qualification
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40186. Statement of Foreign Qualification. (a) Before transacting business in this Commonwealth, a foreign limited liability partnership must file a statement of foreign qualification. The state…
4 CMC § 40187 Effect of Failure to Qualify
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40187. Effect of Failure to Qualify. (a) A foreign limited liability partnership transacting business in this Commonwealth may not maintain an action or proceeding in this Commonwealth unless it…
4 CMC § 40188 Activities Not Constituting Transacting Business
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40188. Activities Not Constituting Transacting Business. (a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article in…
4 CMC § 40189 Action by Attorney General
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40189. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this ar…
4 CMC § 40191 Uniformity of Application and Construction
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40191. 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 chapt…
4 CMC § 40192 Applicability
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 40192. Applicability. (a) Before January 1, 2008, this chapter governs only a partnership formed: (1) after the effective date of this chapter; and (2) before the effective date of this chapter,…
4 CMC § 4101 Authority of Governor to Grant Corporate Charters
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4101. Authority of Governor to Grant Corporate Charters. The Governor may grant charters of incorporation for the establishment and functioning of business organizations, associations of persons…
4 CMC § 4102 Scope and Application of Chapter; Exceptions
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4102. Scope and Application of Chapter; Exceptions. (a) The provisions of this chapter are applicable to every private corporation, profit or nonprofit, stock or nonstock, now existing or hereaf…
4 CMC § 4103 Application for Charter
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4103. Application for Charter. (a) An association of persons seeking a charter as a corporation shall submit for the approval of the Governor articles of incorporation which shall provide at lea…
4 CMC § 4104 Audits and Inspections Authorized
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4104. Audits and Inspections Authorized. (a) The Governor may appoint officers to audit and report on the accounts of corporations authorized to do business within the Commonwealth and such offi…
4 CMC § 4105 Use of Terms “Cooperative” and “Credit Union” Restricted
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4105. Use of Terms “Cooperative” and “Credit Union” Restricted. No person, firm, corporation or association hereafter organized or doing business in the Commonwealth shall be entitled to use the…
4 CMC § 4106 No Share Buyouts or Diluted Value Stock Splits or Diminished Proportional Ownership Without Permission of Shareholders
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4106. No Share Buyouts or Diluted Value Stock Splits or Diminished Proportional Ownership Without Permission of Shareholders. (a) It shall be unlawful for a corporation organized under the laws …
4 CMC § 4107 Enjoinder of Violations
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4107. Enjoinder of Violations. Violations of the provisions of this chapter or regulations promulgated hereunder are hereby declared to be enjoinable, and the Attorney General shall have the pow…
4 CMC § 4251 Short Title
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4251. Short Title. This part shall be known as the Commonwealth Business Corporation Regulation Act. Source: PL 10-7, § 1 (Bus. Corp. Reg. § 1.01), modified. Commission Comment: PL 10-7 took eff…
4 CMC § 4261 Filing Requirements
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4261. Filing Requirements. (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Regis…
4 CMC § 4262 Forms
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4262. Forms. (a) The Registrar of Corporations may prescribe and furnish forms for: (1) An application for a certificate of existence; (2) A foreign corporation’s application for a certificate o…
4 CMC § 4263 Filing, Service and Copying Fees. [Repealed]
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4263. Filing, Service and Copying Fees. [Repealed.] Source: PL 10-7, § 1 (Bus. Corp. Reg. § 1.22), modified; repealed by PL 21-37, § 2 (Jan. 7, 2021). Commission Comment: [Historical comments re…
4 CMC § 4264 Effective Time and Date of Document
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4264. Effective Time and Date of Document. (a) Except as provided in subsection (b) of this section and 4 CMC § 4265(c), a document accepted for filing is effective: (1) At the time of filing on…
4 CMC § 4265 Correcting Filed Document
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4265. Correcting Filed Document. (a) A domestic or foreign corporation may correct a document filed by the Registrar of Corporations if the document: (1) Contains an incorrect statement or (2) W…
4 CMC § 4266 Filing Duty of Registrar of Corporations
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§ 4266 TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4266. Filing Duty of Registrar of Corporations. (a) If a document delivered to the Registrar of Corporations for filing satisfies the requirements of 4 CMC § 4261, the Registrar of Corpor…
4 CMC § 4267 Appeal from Registrar of Corporations Refusal to File Document
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4267. Appeal from Registrar of Corporations Refusal to File Document. (a) If the Registrar of Corporations refuses to file a document delivered to his office for filing, the domestic or foreign …
4 CMC § 4268 Evidentiary Effect of Copy of Filed Document
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4268. Evidentiary Effect of Copy of Filed Document. A certificate attached to a copy of a document filed by the Registrar of Corporations, bearing his or her signature (which may be a facsimile)…
4 CMC § 4269 Certificate of Existence
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§ 4269 TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4269. Certificate of Existence. (a) Anyone may apply to the Registrar of Corporations to furnish a certificate of existence for a domestic corporation or a certificate of authorization fo…
4 CMC § 4270 Penalty for Signing False Document
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4270. Penalty for Signing False Document. (a) A person commits an offense if he signs a document he knows is false in any material in respect with the intent that the document be delivered to th…
4 CMC § 4281 Powers
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4281. Powers. The Registrar of Corporations has the power reasonably necessary to perform the duties required by this part and any regulations promulgated thereunder. Source: PL 10-7, § 1 (Bus. …
4 CMC § 4291 Definitions
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4291. Definitions. As used in this part: (a) “Articles of incorporation” include amended and restated articles of incorporation and articles of merger. (b) “Authorized shares” means the shares o…
4 CMC § 4292 Notice
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4292. Notice. (a) Notice under this part must be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated by telephone, telegraph, teletype, or other f…
4 CMC § 4293 Number of Shareholders
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4293. Number of Shareholders. (a) For purposes of this part, the following identified as shareholders in the corporation’s current record of shareholders constitutes one shareholder: (1) Three o…
4 CMC § 4801 Short Title
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4801. Short Title. This Act may be cited as the Uniform Limited Liability Company Act. Source: PL 14-11, § 3. Commission Comment: PL 14-11 was enacted on May 28, 2004 and included findings and p…
4 CMC § 4802 Definitions
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4802. Definitions. In this Act: (a) “Articles of organization” means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability co…
4 CMC § 4803 Knowledge and Notice
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4803. Knowledge and Notice. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows the fact; (2) Has received a notificati…
4 CMC § 4804 Effect of Operating Agreement; Nonwaivable Provisions
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4804. Effect of Operating Agreement; Nonwaivable Provisions. (a) Except as otherwise provided in subsection (b) and (c), all members of a limited liability company may enter into an operating ag…
4 CMC § 4805 Supplemental Principles of Law
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4805. Supplemental Principles of Law. (a) Unless displaced by particular provisions of this Act, the principles of law and equity supplement this Act. (b) If an obligation to pay interest arises…
4 CMC § 4806 Name
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4806. Name. (a) The name of a limited liability company must contain “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.”, or “LC”. “Limited” may be abbre…
4 CMC § 4807 Reserved Name
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4807. Reserved Name. (a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious name for a foreign company whose name is not available, by deli…
4 CMC § 4808 Registered Name
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4808. Registered Name. (a) A foreign limited liability company may register its name subject to the requirements of section 4935, if the name is distinguishable upon the records of the Registrar…
4 CMC § 4809 Designated Office and Agent for Service of Process
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4809. Designated Office and Agent for Service of Process. (a) A limited liability company and a foreign limited liability company authorized to do business in the Commonwealth shall designate an…
4 CMC § 4810 Change of Designated Office or Agent for Service of Process
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4810. Change of Designated Office or Agent for Service of Process. A limited liability company may change its designated office or agent for service of process by delivering to the Registrar of …
4 CMC § 4811 Resignation of Agent for Service of Process
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TITLE 4: ECONOMIC RESOURCES DIVISION 4: CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS § 4811. Resignation of Agent for Service of Process. (a) An agent for service of process of a limited liability company may resign by delivering to the Registrar of Corporations for filing a recor…