Title 7, Title 7 Associations, and Partnerships

(a) A statement of interest exchange must be signed by a domestic acquired limited partnership and delivered to the secretary of state for filing. (b) A statement of interest exchange must contain: (1) The name of the acquired limited partnership; (2) The name, jurisdiction of fo…

(a) When an interest exchange in which the acquired entity is a domestic limited partnership becomes effective: (1) The interests in the acquired partnership which are the subject of the interest exchange are converted, and the partners holding those interests are entitled only t…

(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 must contain the phrase “limited partnership” or the abbreviation “LP” or “L.P.” and may not contain the phrase “li…

(a) Any domestic or foreign limited partnership formed under the laws of, or registered to do business in this state may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this section prior to th…

(a) By complying with this subpart, a domestic limited partnership may become: (1) A domestic entity that is a different type of entity; or (2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of …

(a) A domestic limited partnership may convert to a different type of entity under this subpart by approving a plan of conversion. The plan must be in a record and contain: (1) The name of the converting limited partnership; (2) The name, jurisdiction of formation, and type of en…

(a) A plan of conversion is not effective unless it has been approved: (1) By a domestic converting limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and (2) In a record, by each partner of a domestic converting limi…

(a) A plan of conversion of a domestic converting limited partnership may be amended: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) By its partners in the manner provided in the plan, but a partner …

(a) A statement of conversion must be signed by the converting entity and delivered to the secretary of state for filing. (b) A statement of conversion must contain: (1) The name, jurisdiction of formation, and type of entity of the converting entity; (2) The name, jurisdiction o…

(a) When a conversion becomes effective: (1) The converted entity is: (i) Organized under and thereafter subject to the organic law of the converted entity; and (ii) The same entity without interruption as the converting entity; (2) All property of the converting entity continues…

(a) A person may reserve the exclusive use of a name that complies with § 7-13.1-114 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds th…

(a) By complying with this subpart, a domestic limited partnership may become a foreign limited partnership if the domestication is authorized by the law of the foreign jurisdiction. (b) By complying with the provisions of this subpart applicable to foreign limited partnerships, …

(a) A domestic limited partnership may become a foreign limited partnership in a domestication by approving a plan of domestication. The plan must be in a record and contain: (1) The name of the domesticating limited partnership; (2) The name and jurisdiction of formation of the …

(a) A plan of domestication of a domestic domesticating limited partnership is not effective unless it has been approved: (1) By all the partners entitled to vote on or consent to any matter; and (2) In a record, by each partner that will have interest holder liability for debts,…

(a) A plan of domestication of a domestic domesticating limited partnership may be amended: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) By its partners in the manner provided in the plan, but a pa…

(a) A statement of domestication must be signed by the domesticating limited partnership and delivered to the secretary of state for filing. (b) A statement of domestication must contain: (1) The name and jurisdiction of formation of the domesticating limited partnership; (2) The…

(a) When a domestication becomes effective: (1) The domesticated entity is: (i) Organized under and thereafter subject to the organic law of the domesticated entity; and (ii) The same entity without interruption as the domesticating entity; (2) All property of the domesticating e…

(a) A foreign limited partnership not registered to do business in this state under part 10 of this chapter may register its name, or an alternate name adopted pursuant to § 7-13.1-1006, if the name is distinguishable on the records of the secretary of state from the names that a…

(a) Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that th…

(a) A limited partnership or registered foreign limited partnership may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states: (1) The name of the partnership or foreign partnership;…

(a) A registered agent may resign as an agent for a limited partnership or registered foreign limited partnership by delivering to the secretary of state for filing a statement of resignation that states: (1) The name of the partnership or foreign partnership; (2) The name of the…

(a) If a registered agent changes its name or address, the agent may deliver to the secretary of state for filing a statement of change that states: (1) The name of the limited partnership or registered foreign limited partnership represented by the registered agent; (2) The name…

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. § 7001(c), or authorize electronic delivery of any of the notices …

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2023.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…

(a) A limited partnership or registered foreign limited partnership may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (b) If a limited partnership or registered foreign limited partnership fails to appoint or maintain …

(a) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. (b) Delivery to the secretary of state is effective only when a record is received by the sec…

The secretary of state shall charge and collect for: (1) Filing a certificate of limited partnership, one hundred dollars ($100); (2) Filing a certificate of amendment to a certificate of limited partnership, fifty dollars ($50.00); (3) Filing a certificate of correction to a cer…

The general assembly of this state has power to amend or repeal all or part of this chapter at any time, and all limited partnerships and foreign limited partnerships subject to this chapter are governed by the amendment or repeal.

(a) To form a limited partnership, a person must deliver a certificate of limited partnership to the secretary of state for filing. (b) A certificate of limited partnership must state: (1) The name of the limited partnership, which must comply with § 7-13.1-114; (2) The address o…

(a) A certificate of limited partnership may be amended or restated at any time. (b) To amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment stating: (1) The name of the partnership; (2) The date of fil…

(a) A record delivered to the secretary of state for filing pursuant to this chapter must be signed as follows: (1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (2) An amendment to the certificate of limited partn…

(a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the superior court to order: (1) The person to sign the record; (2) The person to …

(a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the rec…

(a) To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, must comply with this chapter, and satisfy the following: (1) The filing of the record must be required or permitted by this chapter. (2) The record must be ph…

Except as otherwise provided in § 7-13.1-208 and subject to § 7-13.1-209(d), a record filed under this chapter is effective: (1) On the date and at the time of its filing by the secretary of state, as provided in § 7-13.1-210(b); (2) On the date of filing and at the time specifie…

(a) Except as otherwise provided in §§ 7-13.1-1124, 7-13.1-1134, 7-13.1-1144, and 7-13.1-1154, a record delivered to the secretary of state for filing may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal. (b) A state…

(a) A person on whose behalf a filed record was delivered to the secretary of state for filing may correct the record if: (1) The record at the time of filing was inaccurate; (2) The record was defectively signed; or (3) The electronic transmission of the record to the secretary …

(a) The secretary of state shall file a record delivered to the secretary of state for filing which satisfies this chapter. The duty of the secretary of state under this section is ministerial. (b) When the secretary of state files a record, the secretary of state shall record it…

On request of any person, the secretary of state shall issue a certificate of good standing for a limited partnership or a certificate of registration for a registered foreign limited partnership. The format of the certificate will be prescribed by the secretary of state.

(a) A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states: (1) The name of the partnership or foreign partnership; (2) The addresses of its principal office; (3) The name and address of each…

(a) A limited partnership certified under this chapter shall file a return, in the form and containing the information as prescribed by the tax administrator, as follows: (1) If the fiscal year of the limited partnership is the calendar year, on or before the fifteenth day of Apr…

(a) Notwithstanding any other provisions of the general laws, when any section of this chapter refers to state fees and/or taxes paid as required by § 7-13.1-213, the division of taxation is authorized to respond and share tax information with the secretary of state’s office in r…

(a) The tax administrator may, after July 15 of each year, compile a list of all limited partnerships that have failed to pay any state fees and/or taxes for one year after the fees and/or taxes became due and payable, and the failure is not the subject of a pending appeal. The t…

(a) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners. (b) After formation, a person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a transacti…