Title 7
Corporations, Associations, and Partnerships

Chapter 12.1
Uniform Partnership Act

Article 10
Foreign Limited Liability Partnership

§ 7-12.1-1010. Revocation of registration.

(a) The registration of a foreign limited liability partnership may be revoked by the secretary of state under the conditions prescribed in this section when it is established that:

(1) The limited liability partnership procured its certificate of registration through fraud;

(2) The limited liability partnership has continued to exceed or abuse the authority conferred upon it by law;

(3) The limited liability partnership has failed to file its annual report within the time required by this chapter;

(4) The limited liability partnership has failed to pay any required fees to the secretary of state when they have become due and payable;

(5) The limited liability partnership has failed for thirty (30) days to appoint and maintain a registered agent in this state as required by this chapter;

(6) The limited liability partnership has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;

(7) The limited liability partnership has failed to file in the office of the secretary of state any amendment to its certificate of registration or any articles of dissolution, merger, or consolidation as prescribed by this chapter; or

(8) A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the limited liability partnership pursuant to this chapter.

(b) No certificate of registration of a limited liability partnership shall be revoked by the secretary of state unless:

(1) The secretary of state shall have given the limited liability partnership notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the registered agent in this state on file with the secretary of state’s office, which notice shall specify the basis for the revocation; provided, however, that if a prior mailing addressed to the address of the registered agent of the limited liability partnership in this state currently on file with the secretary of state’s office has been returned as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i) To the limited liability partnership at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii) In the case of a limited liability partnership that has not yet filed an annual report, then to the limited liability partnership at the principal office in the certificate of registration of limited liability partnership and no further notice shall be required; and

(2) The limited liability partnership fails prior to revocation to file the annual report, pay the fees or taxes, file the required statement of change of registered agent, file the amendment to its registration or certificate of withdrawal of registration, merger, or consolidation, or correct the misrepresentation.