§54-500-1101A. Definitions.
DEFINITIONS. In this article: (1) “Constituent limited partnership” means a constituent organization that is a limited partnership; (2) “Constituent organization” means an organization that is party to a merger; (3) “Converted organization” means the organization into which a converting organization converts pursuant to Sections 89 through 92 of this act; (4) “Converting limited partnership” means […]
§54-500-811A. Appeal from denial of reinstatement.
APPEAL FROM DENIAL OF REINSTATEMENT. (a) Within thirty (30) days after denial of its application for reinstatement, the limited partnership may appeal from the denial of reinstatement by petitioning the district court to restore its good standing. The petition must be served on the Secretary of State and contain a copy of the limited partnership’s […]
§54-500-1102A. Conversion.
CONVERSION. (a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and Sections 90 through 92 of this act and a plan of conversion, if: (1) the other organization’s governing statute authorizes the conversion; (2) the conversion is […]
§54-500-812A. Disposition of assets – When contributions required.
DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED. (a) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors. (b) Any surplus remaining after the […]
§54-500-901A. Governing law.
GOVERNING LAW. (a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership. (b) A […]
§54-500-902A. Application for certificate of authority.
APPLICATION FOR CERTIFICATE OF AUTHORITY. (a) A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must state: (1) the name of the foreign limited partnership and, if the name does not comply with Section […]
§54-500-903A. Activities not constituting transacting business.
ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS. (a) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include: (1) maintaining, defending, and settling an action or proceeding; (2) holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) maintaining […]
§54-500-904A. Filing of certificate of authority.
FILING OF CERTIFICATE OF AUTHORITY. Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Uniform Limited Partnership Act of 2010, the Secretary of State, upon payment of all filing fees, shall file the application and return a file stamped copy of […]
§54-500-905A. Noncomplying name of foreign limited partnership.
NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP. (a) A foreign limited partnership whose name does not comply with Section 8 of this act may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, a fictitious name that complies with Section 8 of this act. After obtaining a […]
§54-500-906A. Revocation of certificate of authority.
REVOCATION OF CERTIFICATE OF AUTHORITY. The Secretary of State shall revoke a certificate of authority of a foreign limited partnership to transact business in this state if the foreign limited partnership does not: (1) pay, within sixty (60) days after the due date, any fee due to the Secretary of State under the Uniform Limited […]