§ 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a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the conversion.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 […]
§ 61-3-814. Statement of Termination Following Administrative Dissolution
When a limited partnership has been administratively dissolved and wishes to terminate its existence, it may do so without first being reinstated by delivering a statement of termination to the secretary of state for filing following administrative dissolution, stating the name of the limited partnership and that the limited partnership is terminated. The secretary of […]
§ 61-3-815. Statement of Termination
When a limited partnership has been dissolved and wishes to terminate its existence, it may do so by delivering a statement of termination to the secretary of state for filing and include the information described in § 61-3-802(b)(1)(B) and the secretary of state control number. The secretary of state shall file the statement of termination […]
§ 61-3-901. Direct Action by Partner
Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s interests, including rights and interests under the partnership agreement or this chapter or arising […]
§ 61-3-902. Derivative Action
A partner may maintain a derivative action to enforce a right of a limited partnership if: The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable […]
§ 61-3-903. Proper Plaintiff
A derivative action to enforce a right of a limited partnership may be maintained only by a person that: Is a partner at the time the action is commenced; and Either: Was a partner when the conduct giving rise to the action occurred; or Whose status as a partner devolved on the person by operation […]
§ 61-3-904. Pleading
In a derivative action, the complaint must state with particularity: The date and content of plaintiff’s demand and the response to the demand by the general partner; or Why demand should be excused as futile.