Section 17-14-1014 – Effect of Certification.
17-14-1014. Effect of certification. (a) Upon issuance of a certificate of continuance by the secretary of state, the certificate of continuance shall be deemed to be a certificate of limited partnership and the limited partnership shall be subject to the provisions of this act as though formed under the laws of this state. (b) Except […]
Section 17-14-1101 – Right of Action.
17-14-1101. Right of action. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely […]
Section 17-14-1102 – Proper Plaintiff.
17-14-1102. Proper plaintiff. (a) In a derivative action, the plaintiff shall be a partner at the time of bringing the action and: (i) At the time of the transaction of which he complains; or (ii) His status as a partner had devolved upon him by operation of law or pursuant to the terms of the […]
Section 17-14-1103 – Pleading.
17-14-1103. Pleading. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Section 17-14-1104 – Expenses.
17-14-1104. Expenses. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, and shall direct him to remit to the […]
Section 17-14-1013 – Issuance of Certificate of Continuance.
17-14-1013. Issuance of certificate of continuance. (a) If the secretary of state finds that an application for continuance substantially conforms to law and all requisite fees have been paid, he shall: (i) Endorse on each duplicate original application the word “filed,” and the month, day and year of the filing; (ii) File one (1) duplicate […]
Section 17-14-1004 – Name.
17-14-1004. Name. A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in its state of organization) that includes without abbreviation the words “limited partnership” and that could be registered by a domestic limited partnership.
Section 17-14-1005 – Changes and Amendments.
17-14-1005. Changes and amendments. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed […]
Section 17-14-1006 – Cancellation of Registration.
17-14-1006. Cancellation of registration. (a) A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with […]
Section 17-14-1007 – Transaction of Business Without Registration.
17-14-1007. Transaction of business without registration. (a) A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state. (b) The failure of a foreign limited partnership to register in this state does not impair the validity […]