As Amended
SEC. 79-12-95. Registration of foreign limited liability partnerships.
(1) Before transacting business in this state, a foreign limited liability partnership shall register with the Secretary of State. In order to register, a foreign limited liability partnership shall submit to the Secretary of State one (1) original certificate of registration as a foreign limited liability partnership, setting forth:
(a) The name of the foreign limited liability partnership and, if different, the name under which it proposes to register and transact business in this state;
(b) The state or other jurisdiction and the date of its organization;
(c) The name and street and mailing address of the registered agent for service of process on the foreign limited liability partnership which the foreign limited liability partnership has elected to appoint. Such agent must be either an individual resident of this state, a domestic business corporation or not-for-profit corporation, a foreign business corporation or not-for-profit corporation authorized to transact business in this state, a domestic limited liability company, a foreign limited liability company authorized to transact business in this state, a domestic limited liability partnership or a foreign limited liability partnership authorized to transact business in this state. Any registered agent so appointed may change its address or resign by filing a certificate to such effect with the Secretary of State, executed by the registered agent, and naming the foreign limited liability partnership or partnerships to which the certificate relates;
(d) A statement that the Secretary of State is appointed the registered agent of the foreign limited liability partnership for service of process if the registered agent has resigned, if the registered agent's authority has been revoked or if the registered agent cannot be found or served with the exercise of reasonable diligence;
(e) The address of the office required to be maintained in the state or jurisdiction of its organization by the laws of that state or jurisdiction or, if not so required, the address of the principal office of the foreign limited liability partnership;
(f) If the foreign limited liability partnership has a specific date of dissolution, the latest date upon which the foreign limited liability partnership is to dissolve;
(g) A statement to the effect that the partnership is a limited liability partnership; and
(h) Any other matters the foreign limited liability partnership determines to include.
(2) The certificate of registration shall be executed by one or more partners authorized to execute the certificate.
(3) If the Secretary of State finds that a certificate of registration meets the requirements of this section and all requisite fees as provided in Section 79-12-111 of this chapter have been paid, he shall:
(a) Endorse on the original the word "Filed" and the month, day and year of the filing thereof;
(b) File in his office the original of the certificate; and
(c) Return a copy to the person who filed it or his representative.
(4) Registration is effective immediately upon the certificate of registration being filed or at any later time within ninety (90) days after the certificate is filed specified in the certificate, if, in either case, the certificate so filed substantially complies with the requirements of this chapter. Registration remains effective until it is voluntarily cancelled by filing with the Secretary of State a certificate of cancellation executed by one or more partners authorized to execute it and paying the fee set forth in Section 79-12-111. A foreign limited liability partnership shall cancel its registration upon completion of the winding up of its affairs and may cancel its registration upon it ceasing to transact business in this state. Cancellation revokes the authority of the registered agent for service of process designated pursuant to this section and operates as a consent that the Secretary of State may accept service of process on the foreign limited liability partnership with respect to causes of action arising out of the transaction of business in this state.
(5) The status of a partnership as a foreign limited liability partnership, and the liability of the partners thereof, shall not be affected by (a) errors in the information stated in a certificate under subsection (1) of this section, or (b) changes after the filing of the certificate in the information stated in the certificate.
(6) If any statement in the certificate of registration of a foreign limited liability partnership was false when made or any arrangements or other facts described therein change, making the certificate inaccurate in any respect, or if the foreign limited liability partnership shall desire to change its registered agent for service of process, the foreign limited liability partnership shall promptly file in the office of the Secretary of State a certificate of amendment, correcting or amending the certificate of registration, together with a fee as set forth in Section 79-12-111 of this chapter. A certificate of amendment shall be executed by one or more partners authorized to execute it. The failure to correct an inaccurate certificate or to amend a certificate shall not affect the liability of the partners of the foreign limited liability partnership.
(7) The Secretary of State may provide forms for the certificates described in this section.
(8) The fact that a certificate of registration of a foreign limited liability partnership is on file in the office of the Secretary of State is notice that the entity is a foreign limited liability partnership.
SOURCES: Laws, 1995, ch. 353, Sec. 13, eff from and after July 1, 1995