Section 10A-5A-2.06

Certificate of existence or qualification.

(a) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the writings filed in the Office of the Secretary of State show that the limited liability company has been formed under the laws of this state. A certificate of existence shall reflect only the information on file with the Secretary of State. A certificate of existence must state:

(1) the limited liability company's name;

(2) that the limited liability company was formed under the laws of this state, the date of formation, and the filing office in which the certificate of formation was filed;

(3) whether the limited liability company has delivered to the Secretary of State for filing a statement of dissolution;

(4) whether the limited liability company has delivered to the Secretary of State for filing a certificate of reinstatement; and

(5) other facts of record in the Office of the Secretary of State that are specified by the person requesting the certificate.

(b) The Secretary of State, upon request and payment of the requisite fee, shall furnish to any person a certificate of qualification for a foreign limited liability company if the writings filed in the Office of the Secretary of State show that the Secretary of State has filed an application for registration for authority to conduct activities and affairs in this state and the registration has not been revoked, withdrawn, or terminated. A certificate of qualification must state:

(1) the foreign limited liability company's name and any alternate name adopted for use in this state;

(2) that the foreign limited liability company is authorized to conduct activities and affairs in this state;

(3) that the Secretary of State has not revoked the foreign limited liability company's registration;

(4) that the foreign limited liability company has not filed with the Secretary of State a certificate of withdrawal or otherwise terminated its registration; and

(5) other facts of record in the Office of the Secretary of State that are specified by the person requesting the certificate.

(c) Subject to any qualification stated in the certificate, a certificate of existence or certificate of qualification issued by the Secretary of State is conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to conduct activities and affairs in this state.

(Act 2014-144, p. 265, §1.)