§ 45-13-05 — (105) Execution, filing, and recording of statements

1. 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 chapters 45-13 through 45-21
with respect to partnership property located in or transactions that occur in this state.
2. A certified copy of a statement that has been filed in the office of the secretary of state
and recorded in the office for recording transfers of real property has the effect
provided for recorded statements in chapters 45-13 through 45-21. A recorded
statement that is not a certified copy of a statement filed in the office of the secretary
of state does not have the effect provided for recorded statements in chapters 45-13
through 45-21.
3. A statement filed by a partnership must be executed by at least two partners. Other
statements must be executed by a partner or other person authorized by chapters
45-13 through 45-21. An individual who executes a statement as, or on behalf of, a
partner or other person named as a partner in a statement shall personally declare
under penalty of perjury that the contents of the statement are accurate.
4. A person authorized by chapters 45-13 through 45-21 to file a statement may amend
or cancel the statement by filing an amendment or cancellation that names the
partnership, identifies the statement, and states the substance of the amendment or
cancellation.
5. A person who files a statement pursuant to this section shall promptly send a copy of
the statement to every nonfiling partner and to any other person named as a partner in
the statement. Failure to send a copy of a statement to a partner or other person does
not limit the effectiveness of the statement as to a person not a partner.
6. Any statement filed under this section must be renewed every five years from the date
of the initial filing. A statement of renewal must be executed by the partnership in the
same manner as previously executed. If the secretary of state finds that the statement
of renewal conforms to the requirements of this section, and the proper filing fee has
been paid, the secretary of state shall file the statement of renewal. If the secretary of
state finds that the statement of renewal does not so conform, the secretary of state
shall return the statement of renewal to the partnership for any necessary corrections.
If the statement of renewal is not returned corrected within thirty days after the
statement of renewal was returned for correction, the statement is subject to
cancellation. If any partnership fails to file the statement of renewal, the secretary of
state shall cancel the initial statement and shall mail notice of the cancellation to the
last address of the principal executive office as recorded in the office of the secretary
of state.
7. A partnership shall notify the secretary of state in writing upon a change in address of
the partnership's principal executive office. A statement of renewal filed by the
secretary of state which reflects a change of address of the principal executive office of
the partnership may serve as a notice under this subsection.
8. a. The secretary of state shall charge and collect a fee for:
(1) Filing a statement under this section, one hundred dollars.
(2) Filing an amendment under this section, forty dollars.
(3) Filing a cancellation under this section, twenty-five dollars.
(4) Filing a renewal under this section, forty dollars.
(5) Filing a request to reserve a partnership name, ten dollars.
(6) Filing a notice of transfer of a reserved partnership name, ten dollars.
(7) Filing a cancellation of reserved partnership name, ten dollars.

(8) Filing a statement of conversion or abandonment of conversion, fifty dollars
and:
(a) If the organization resulting from the conversion will be a domestic
organization governed by the laws of this state, then the fees provided
by the governing laws to establish or register a new organization like
the organization resulting from the conversion; or
(b) If the organization resulting from the conversion will be a foreign
organization that will transact business in this state, then the fees
provided by the governing laws to obtain a certificate of authority or
register an organization like the organization resulting from the
conversion.
(9) Filing a statement of merger, fifty dollars.
(10) Any record submitted for approval before the actual time of submission for
filing, half of the fee provided in this section for filing the record.
b. The officer responsible for recording transfers of real property may collect a fee
for recording a statement.