§ 61-3-1014. Cancellation of Registration Following Administrative Revocation
When a foreign limited partnership that has had its registration revoked desires to cancel its registration it may do so without first being reinstated by filing with the secretary of state a certificate of cancellation of registration following administrative revocation of registration accompanied by a confirmation of good standing by the department of revenue. The […]
§ 61-3-1101. Definitions
As used in this part: “Articles of conversion” means articles under § 61-3-1114; “Articles of merger” means articles under § 61-3-1108; “Conversion” means a transaction authorized by §§ 61-3-1110 – 61-3-1115; “Converted entity” means the converting entity as the converting entity continues in existence after a conversion; “Converting entity” means the domestic entity that approves […]
§ 61-3-1102. Required Notice or Approval
A domestic entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger shall give the notice or obtain the approval to be a party to a conversion. Property held for a charitable purpose under the law of […]
§ 61-3-1103. Appraisal Rights
An interest holder of a domestic merging or converting limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part only to the extent provided in: The partnership agreement; or The plan.
§ 61-3-1003. Registration
To register to do business in this state, a foreign limited partnership must submit to the secretary of state: An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth: The name of the foreign limited partnership and, if different, the name under which the foreign […]
§ 61-3-1004. Amendment of Foreign Registration
If any statement required by § 61-3-1003 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership must promptly file with the secretary of state an application for an amended registration of […]
§ 61-3-1005. Activities Not Constituting Doing Business
Activities of a foreign limited partnership that do not constitute doing business in this state under this part include: Maintaining, defending, or settling any proceeding, claim, or dispute; Holding meetings of the foreign limited partnership’s partners or representatives, or carrying on any other activities concerning the foreign limited partnership’s internal affairs; Maintaining bank accounts; Maintaining […]
§ 61-3-1006. Noncomplying Name of Foreign Limited Partnership
A foreign limited partnership whose name does not comply with § 61-3-112 shall not register to do business in this state until the foreign limited partnership adopts, for the purpose of doing business in this state, an alternate name that complies with § 61-3-112. After registering to do business in this state with an alternate […]
§ 61-3-1007. Withdrawal Deemed on Conversion to Domestic Filing Entity or Domestic Limited Liability Partnership
A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion.
§ 61-3-1008. Transfer of Registration
When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing […]