§ 7-64-1002 — Registration

(1) A domestic partnership governed by this article
may register as a limited liability partnership, and a domestic limited partnership
that has made the election provided for in section 7-61-129 or section 7-62-1104
may register as a limited liability limited partnership, by delivering to the secretary
of state, for filing pursuant to part 3 of article 90 of this title, a statement of
registration. If a certificate of limited partnership is being filed, the statement of
registration may be included in the certificate of limited partnership.

(2) The statement of registration shall be approved in the manner provided in
the partnership agreement or, if not so provided, shall be approved by all of the
general partners.

(3) The statement of registration shall state:

(a) The name that has been the true name of the domestic partnership or of
the domestic limited partnership and the name that will be the domestic entity
name of the domestic limited liability partnership or domestic limited liability
limited partnership, which domestic entity name shall comply with part 6 of article
90 of this title;

(b) The principal office address of its principal office; and

(c) The registered agent name and registered agent address of its registered
agent.

(d) (Deleted by amendment, L. 2004, p. 1452, � 162, effective July 1, 2004.)

(4) Part 8 of article 90 of this title, providing for the transaction of business
or the conduct of activities by foreign entities, applies to foreign limited liability
partnerships and foreign limited liability limited partnerships.

(5) A domestic limited liability partnership or a domestic limited liability
limited partnership may cease to be a domestic limited liability partnership or a
domestic limited liability limited partnership by delivering to the secretary of state,
for filing pursuant to part 3 of article 90 of this title, a statement of withdrawal of
registration. The statement of withdrawal of registration shall be approved in the
manner provided in the partnership agreement or, if not so provided, shall be
approved by all of the general partners. The withdrawal of registration shall be
effective upon the effective date of the statement of withdrawal of registration.

(6) A domestic partnership or a domestic limited partnership that has been
registered under this part 10 is for all purposes the same entity that existed before
it registered. A domestic partnership or a domestic limited partnership that
withdraws its registration as a domestic limited liability partnership or a domestic
limited liability limited partnership is for all purposes the same entity that existed
before it withdrew its registration.

(7) Except as to persons who were partners at the time of filing, the filing of
a statement of registration shall be conclusive that all conditions precedent to
registration under this section have been met.

Legislative History

Source: L. 97: Entire article added, p. 900, � 1, effective January 1, 1998. L. 2000: (1)(a) and (2)(a) amended, p. 957, � 37, effective July 1. L. 2002: IP(1), IP(2), and (4) amended, p. 1827, � 60, effective July 1; IP(1), IP(2), and (4) amended, p. 1691, � 58, effective October 1. L. 2003: Entire section amended, p. 2255, � 162, effective July 1, 2004. L. 2004: (1) and (3) amended, p. 1452, � 162, effective July 1.