TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-12
Partnerships

SECTION 7-12-56


§ 7-12-56 Registered limited liability partnerships.

(a) To become, and to continue as, a registered, limited liability partnership, a partnership shall file with the secretary of state an application, or a renewal application, stating the name of the partnership; the address of its principal office; if the partnership's principal office is not located in this state; the address of a registered office; and the name and address of a registered agent for service of process in this state that a partnership is required to maintain. In addition, partnerships under this section shall provide the names and addresses of all resident partners; the place where the business records of the partnership are maintained; or if more than one location for business records is maintained, then the principal place of business of the partnership; number, a brief statement of the business in which the partnership engaged; and that the partnership applies for status, or renewal of its status, as a registered limited liability partnership.

(b) The application or renewal application is executed by a majority in interest of the partners or by one or more partners authorized to execute an application or renewal application.

(c) The application is accompanied by a fee of one hundred fifty dollars ($150) for each partnership's initial filing.

Renewal applications are to be filed yearly and are to be accompanied by a fee of fifty dollars ($50.00).

(d) The secretary of state shall register as a registered, limited liability partnership, and shall renew the registration of any limited liability partnership, any partnership that submits a completed application or renewal application with the required fee.

(e) Registration is effective for one year after the date an application is filed, unless voluntarily withdrawn by filing with the secretary of state a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized to execute a withdrawal. Registration, whether pursuant to an original application or a renewal application, as a registered limited liability partnership is renewed if, during the sixty-day (60) period preceding the date the application or renewal application otherwise would have expired, the partnership filed with the secretary of state a renewal application. A renewal application expires one year after the date an original application would have expired if the last renewal of the application had not occurred.

(f) The status of a partnership as a registered, limited liability partnership is not affected by changes after the filing of an application or a renewal application in the information stated in the application or renewal application.

(g) The secretary of state may provide forms for application for, or renewal of, registration. Any renewals shall maintain resident partners as set out in this section.

(h) A partnership that registers as a registered, limited liability partnership is not deemed to have dissolved as a result of that registration and is for all purposes the same partnership that existed before the registration and continues to be a partnership under the laws of this state. If a registered, limited liability partnership dissolves, a partnership that is a successor to the registered, limited liability partnership and that intends to be a registered, limited liability partnership is not required to file a new application and is deemed to have filed any documents required or permitted under this chapter that were filed by the predecessor partnership.

(i) The fact that an application or renewal application is on file in the office of the secretary of state is notice that the partnership is a registered, limited liability partnership and is notice of all other facts stated in the application or renewal application.

History of Section.
(P.L. 1996, ch. 270, § 2; P.L. 1998, ch. 235, § 1; P.L. 1999, ch. 65, § 1; P.L. 1999, ch. 192, § 1; P.L. 2016, ch. 142, art. 13, § 3.)