Section 10A-1-7.04

Registration procedure.

(a)(1) A foreign entity described in Section 10A-1-7.01(c), other than a foreign limited liability partnership, registers by delivering to the Secretary of State for filing an application for registration in accordance with the procedures in Article 4.

(2) A foreign limited liability partnership registers by delivering to the Secretary of State for filing a statement of foreign limited liability partnership in accordance with the procedures in Article 4.

(b) The application for registration of a foreign entity described in Section 10A-1-7.01(c) other than a foreign limited liability partnership must state:

(1) the foreign entity's name or, if that name is not available for use in this state or otherwise would not comply with Article 5, a name that satisfies the requirements of Section 10A-1-7.07 under which the foreign entity will transact business in this state;

(2) the foreign entity's type;

(3) the foreign entity's jurisdiction of formation;

(4) the date of the foreign entity's formation;

(5) that the foreign entity exists as a valid foreign entity of the stated type under the laws of the foreign entity's jurisdiction of formation;

(6) the date the foreign entity began or will begin to transact business in this state;

(7) the street address and mailing address, if different, of the principal office of the foreign entity and;

(8) the street address and mailing address, if different, of the initial registered office and the name of the initial registered agent for service of process which Article 5 requires to be maintained at that office.

(c) The statement of foreign limited liability partnership must state:

(1) the foreign limited partnership's name or, if that name is not available for use in this state or otherwise would not comply with Article 5, a name that satisfies the requirements of Section 10A-1-7.07 under which the foreign entity will transact business in this state;

(2) the jurisdiction which governs the foreign limited liability partnership's partnership agreement and under which it is a limited liability partnership;

(3) the date of the foreign limited liability partnership's formation;

(4) that the foreign limited liability partnership exists as a valid foreign limited liability partnership under the laws of the jurisdiction which governs the foreign limited liability partnership's partnership agreement and under which it is a limited liability partnership;

(5) the date the foreign limited liability partnership will begin to transact business in this state;

(6) the street address and mailing address, if different, of the principal office of the foreign limited liability partnership;

(7) the street address and mailing address, if different, of the initial registered office and the name of the initial registered agent for service of process which Article 5 requires to be maintained at that office;

(d) The application for registration of a foreign entity described in Section 10A-1-7.01(c) other than a foreign limited liability partnership shall be executed by one or more persons authorized to execute an application for registration. The statement of foreign limited liability partnership shall be executed by one or more partners authorized to execute a statement of foreign limited liability partnership.

(e) The status of the foreign entity after registration and the liability of its owners, managers, members, or managerial officials shall not be adversely affected by error or subsequent changes in the information stated in the application for registration or statement of foreign limited liability partnership, as applicable.

(f) The fact that an application for registration or a statement of foreign limited liability partnership, as applicable, is on file with the Secretary of State is notice that the foreign entity is authorized to transact business in this state and as notice of all facts required to be set forth in the application for registration or the statement of foreign limited liability partnership, as applicable.

(g) A foreign entity may register regardless of any differences between the law of the foreign entity's jurisdiction and of this state applicable to the governing of the internal affairs or to the liability of an owner, member, or managerial official. Notwithstanding the foregoing, no foreign entity may carry on in this state any business of a character that may not lawfully be carried on by a domestic entity of the same type.

(h) A statement of foreign limited liability partnership is a filing instrument.

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.03; amended and renumbered by Act 2009-513, p. 967, §57; Act 2018-125, §3; Act 2019-94, §2.)