Section 10A-8A-10.01
Limited liability partnerships; statements; cancellations.
(a) A partnership may be formed as, or may become, a limited liability partnership pursuant to this section.
(b) In order to form a limited liability partnership, the original partnership agreement of the partnership shall state that the partnership is formed as a limited liability partnership, and the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d) of this section.
(c) In order for an existing partnership to become a limited liability partnership, the terms and conditions on which the partnership becomes a limited liability partnership must be approved by the affirmative approval necessary to amend the partnership agreement and, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, also the affirmative approval necessary to amend those provisions, and after such approval, the partnership shall deliver to the Secretary of State for filing a statement of limited liability partnership in accordance with subsection (d).
(d) A statement of limited liability partnership must contain all of the following:
(1) the name of the limited liability partnership which must comply with Article 5 of Chapter 1;
(2) the street, and mailing, if different, address of its principal office.
(3) the street and mailing address of a registered office and the name of the registered agent at that office for service of process in this state which the partnership shall be required to maintain;
(4) a statement that the partnership was formed as a limited liability partnership in accordance with subsection (b) or a statement that the statement of limited liability partnership was approved in accordance with subsection (c); and
(5) a statement that the partnership is a limited liability partnership.
(e) A statement of limited liability partnership may be amended or restated from time to time in accordance with Section 10A-1-4.26.
(f) The statement of limited liability partnership shall be executed by one or more partners authorized to execute the statement of limited liability partnership.
(g) The statement of limited liability partnership shall be accompanied by a fee for the Secretary of State in the respective amounts prescribed by Section 10A-1-4.31.
(h) The Secretary of State shall file the statement of limited liability partnership of any partnership as a limited liability partnership that submits a completed statement of limited liability partnership with the required fees. The filing by the Secretary of State of a statement of limited liability partnership is conclusive evidence that the partnership has satisfied all conditions required to be a limited liability partnership.
(i) The statement of limited liability partnership is effective, and a partnership becomes a limited liability partnership, immediately on the date the statement of limited liability partnership is filed with the Secretary of State or at any later date or time specified in the statement of limited liability partnership in compliance with Article 4 of Chapter 1. The status as a limited liability partnership remains effective, regardless of changes in the partnership, and partnership continues as a limited liability partnership until a statement of cancellation is voluntarily filed in accordance with subsection (m).
(j) The fact that a statement of limited liability partnership is on file with the Secretary of State is notice that the partnership is a limited liability partnership and as notice of the facts required to be set forth in the statement of limited liability partnership.
(k) A partnership that has filed a statement of limited liability partnership as a limited liability partnership is for all purposes, except as provided in Section 10A-8A-3.06, the same entity that existed before the statement of limited liability partnership was filed and continues to be a partnership under the laws of this state subject to the limited liability partnership provisions of this chapter. If a limited liability partnership dissolves and its business or not for profit activity, or a portion of its business or not for profit activity is continued without the complete winding up of partnership's business or not for profit activity, a partnership which is a successor to the limited liability partnership shall not be required to file a new statement of limited liability partnership.
(l) The status of the partnership as a limited liability partnership and the liability of a partner of the limited liability partnership shall not be adversely affected by error or subsequent changes in the information stated in the statement of limited liability partnership under subsection (d).
(m) The decision to file a statement of cancellation shall require the approval of all of the partners of the partnership. The statement of cancellation must be delivered for filing to the Secretary of State and must contain the following:
(1) the name of the limited liability partnership;
(2) the date and office or offices in which it filed its statement of limited liability partnership, and all amendments and restatements thereof;
(3) the street and mailing address of its principal office;
(4) the street and mailing address of its registered office and the name of the registered agent at that office for service of process in this state which the partnership was required to maintain;
(5) a statement that the statement of cancellation was approved in accordance with this subsection; and
(6) any other information that the partners determine to include.
(n) A statement of cancellation must be executed by one or more partners authorized to execute the statement of cancellation.
(o) The statement of cancellation is effective, and a partnership ceases to be a limited liability partnership, immediately on the date the statement of cancellation is delivered to the Secretary of State for filing or at any later date or time specified in the statement of cancellation in compliance with Article 4 of Chapter 1. The statement of cancellation shall not cause the dissolution of the partnership.
(p) The filing of a statement of cancellation of a limited liability partnership does not affect the limited liability of partners for debts, obligations or liabilities of the partnership which occur or were incurred prior to the filing of the statement of cancellation.
(q) A dissolved limited liability partnership shall continue its status as a limited liability partnership unless a statement of cancellation is voluntarily filed in accordance with subsection (m).
(r) The statement of limited liability partnership and the statement of cancellation are filing instruments for the purposes of Chapter 1.
(Act 2018-125, §7.)