48-7A-1001. Statement of qualification. (a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations […]
48-7A-1001.1. Amendment of statement of qualification–Contents. A statement of qualification of a limited liability partnership is amended by filing a statement of amendment in the Office of the Secretary of State. The statement of amendment shall set forth: (1)The name of the limited liability partnership; (2)The date of filing the statement of qualification of limited […]
48-7A-1001.2. Cancellation of statement of qualification–Contents. A statement of qualification of limited liability partnership shall be cancelled upon the filing of a statement of cancellation of the limited liability partnership. The statement of cancellation shall be filed in the Office of the Secretary of State and shall set forth: (1)The name of the limited liability […]
48-7A-1002.Name. The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L. P.,” “RLLP,” or “LLP.” if the limited liability partnership is also a limited partnership its name shall also comply with the name provisions in chapter 48-7. Source: SL 2001, ch 249, §1002.
48-7A-1003. Annual report. (a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report pursuant to §§59-11-24 to 59-11-26, inclusive. (b) Repealed by SL 2008, ch 275, §86. (c) The secretary of state may revoke the statement of qualification of a partnership that […]
48-7A-1004. Eligibility to practice in limited liability partnership. Any person registered, certified, or licensed pursuant to chapter 16-16, 36-4, 36-4A, 36-5, 36-6A, 36-7, 36-8, 36-9, 36-9A, 36-10, 36-12, or 36-20B may practice in a limited liability partnership. Source: SL 2001, ch 249, §1004.
48-7A-1004.1. Revocable trust as shareholder–Conditions. Notwithstanding any other provisions of §48-7A-1004, a revocable trust may be a partner in a limited liability partnership organized under this chapter, for so long as the grantor of the revocable trust is living and is eligible to be a partner of a limited liability partnership organized under this chapter. […]
48-7A-101. Definitions. In this chapter: (1)”Business” includes every trade, occupation, and profession; (2)”Debtor in bankruptcy” means a person who is the subject of: (i)An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (ii)A comparable order under federal, state, or foreign […]
48-7A-102. Knowledge and notice. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1)Knows of it; (2)Has received a notification of it; or (3)Has reason to know it exists from all of the facts known to the person at […]
48-7A-103. Effect of partnership agreement, nonwaivable provisions. (a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the […]
48-7A-104. Supplemental principles of law. (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Category B of subdivision 54-3-16(2). Source: SL 2001, ch […]
48-7A-105. Execution, filing, and recording of statements. (a) A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the effect provided in this […]
48-7A-106. Governing law. (a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (b) The law of this state governs relations among the partners and between the partners and the partnership […]
48-7A-107. Partnership subject to amendment or repeal of act. A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. Source: SL 2001, ch 249, §107.
48-7A-1101. Law governing foreign limited liability partnership. (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be denied a statement of foreign […]
48-7A-1102.Statement of foreign qualification. (a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification in the Office of the Secretary of State. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document […]
48-7A-1102.1. Amendment of statement of foreign qualification–Contents. A statement of foreign qualification of a limited liability partnership is amended by filing a statement of amendment in the Office of the Secretary of State. The statement of amendment shall set forth: (1)The name of the limited liability partnership; (2)The date of filing the statement of foreign […]
48-7A-1102.2. Cancellation of statement of foreign qualification–Contents. A statement of foreign qualification of limited liability partnership shall be cancelled by filing a statement of cancellation. The statement of cancellation shall be filed in the Office of the Secretary of State and shall set forth: (1)The name of the limited liability partnership; (2)The date of filing […]
48-7A-1103. Effect of failure to qualify. (a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification […]
48-7A-1104. Activities not constituting transacting business. (a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include: (1)Maintaining, defending, or settling an action or proceeding; (2)Holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3)Maintaining bank accounts; (4)Maintaining offices […]
