§ 17-21-1102 — Effect of registration; entity unchanged

(a) A partnership that has registered pursuant to this
article is for all purposes of the laws of this state the same
entity that existed before the registration.
(b) When registration takes effect:
(i) All property owned by the registering partnership
remains vested in the registered partnership;
(ii) All obligations of the registering partnership
continue as obligations of the registered partnership; and
(iii) An action or proceeding pending against the
registering partnership may be continued as if the registration
had not occurred.
(c) If a registered limited liability partnership or
foreign registered limited liability partnership dissolves and
its business continues without winding up the partnership
affairs and without liquidating or terminating the partnership,
the registration of the registered limited liability partnership
or the foreign registered limited liability partnership shall
continue to be applicable to the partnership continuing the
business, and the partnership shall not be required to file a
new statement of registration or statement of renewal. The
partnership continuing the business shall be deemed to have
filed any documents required or permitted under this section
which were filed by the dissolved partnership. The partnership
continuing the business shall file a statement of renewal at
such time as the dissolved partnership would have been required
to file a statement of renewal.
(d) If a registered limited liability partnership or
foreign registered limited liability partnership dissolves and
winds up its affairs, liquidates or terminates, the statement of
registration or statement of renewal remains in effect as to the
partnership and the partners during the period of winding up,
and as to the partners subsequent to liquidation or termination
as to liabilities of the partnership incurred, assumed or
arising prior to liquidation or termination.