Section 10A-8-10.01

Registered limited liability partnerships.

(a) To become a registered limited liability partnership, a partnership shall file with the judge of probate in the county in which the partnership has its principal office, or if the partnership is required to have a registered agent, with the judge of probate in the county in which the registered office is located, and with the Secretary of State a registration stating: (i) the name of the registered limited liability partnership; (ii) the street, and mailing, if different, address of its principal office; (iii) if the partnership's principal office is not located in this state, the street, and mailing, if different, 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; (iv) a brief statement of the business in which the partnership engages; (v) a statement that the partnership thereby registers as a registered limited liability partnership; and (vi) any other information the partnership determines to include.

(b) The registration shall be executed by one or more partners authorized to execute a registration.

(c) The registration shall be accompanied by a fee for the judge of probate and for the Secretary of State in the respective amounts prescribed by Section 10A-1-4.31.

(d) The judge of probate shall register as a registered limited liability partnership any partnership that submits a completed registration with the required registration fee.

(e) A partnership registered under this section shall pay each year following the year in which its registration is filed, on a date specified by the Secretary of State, an annual fee in the amount prescribed by Section 10A-1-4.31. The fee must be accompanied by a notice, on a form provided by the Secretary of State, which shall set forth any material changes in the information required to be contained in the partnership's registration.

(f) The registration is effective immediately on the date the registration is filed with the judge of probate or at any later date or time specified in the registration, and remains effective until: (i) it is voluntarily canceled by filing with the judge of probate in the county in which the registration was originally filed, with a copy to the Secretary of State, a written statement of cancellation executed by one or more partners authorized to execute a statement of cancellation; or (ii) 180 days after receipt by the partnership of a notice from the Secretary of State (which notice shall be sent by certified mail, return receipt requested) that the partnership has failed to make timely filing of the annual notice and the payment of the annual fee specified in subsection (e), unless the notice is filed and the fee is paid within the 180-day period.

(g) A partnership becomes a registered limited liability partnership on the date a registration is filed with the judge of probate or at any later date or time specified in the registration if, in either case, there has been substantial compliance with the requirements of this chapter. A partnership continues as a registered limited liability partnership if there has been substantial compliance with the requirements of this chapter. The status of the partnership as a registered limited liability partnership and the liability of a partner of the registered limited liability partnership shall not be adversely affected by error or subsequent changes in the information stated in the registration under subsection (a) of this section or notice under subsection (e) of this section.

(h) The fact that a registration or notice is on file with the Secretary of State is notice that the partnership is a registered limited liability partnership and as notice of all other facts set forth in the registration or notice.

(i) A partnership that has registered as a registered limited liability partnership is for all purposes, except as provided in Section 10A-8-3.06, the same entity that existed before the registration and continues to be a partnership under the laws of this state subject to the registered limited liability partnership provisions of this chapter. If a registered limited liability partnership dissolves and its business or a portion of its business is continued without liquidation of all of the partnership affairs, a partnership which is a successor to the registered limited liability partnership shall not be required to file a new registration or annual notice but shall thereafter be required to file annual notices and pay the annual fees pursuant to subsection (e) of this section and shall be deemed to have filed any documents and paid all necessary fees required or permitted under this section which were filed by the predecessor partnership.

(j) The Secretary of State may provide forms for registration or notice of a registered limited liability partnership.

(k) A partnership's decision to file a registration shall be approved by a majority of the partners of the partnership, unless otherwise agreed to by the partners in a partnership agreement. The decision to cancel a registration shall require the approval of all of the partners of the partnership, unless otherwise agreed to by the partners in a partnership agreement.

(l)(a) A dissolved registered limited liability partnership may continue its status as a registered limited liability partnership through termination either by:

(1) continuing to file an annual notice and pay the annual fee until termination in accordance with subsection (e) of this section; or

(2) filing a final annual notice and paying a final annual fee equal to the annual fee provided in subsection (e) of this section, and the final annual notice shall, in addition to providing the information required by subsection (e):

(i) state that the partnership is dissolved and is winding up its affairs;

(ii) identify the cause or causes of the dissolution;

(iii) state that the annual notice is the final annual notice and will remain in effect until termination; and

(iv) state that the partnership will terminate within 12 months from the date of the final annual notice.

(b) When the dissolved registered limited liability partnership has wound up its affairs, it shall file with the judge of probate in the county in which the original registration was filed and with the Secretary of State a termination notice that contains the following information:

(1) the name of the registered limited liability partnership;

(2) that the registered limited liability partnership has dissolved and wound up its affairs; and

(3) that the registered limited liability partnership is terminated.

The notice must be signed by one former general partner who has not wrongfully dissolved the partnership. There is no fee for the termination filing.

(m) The termination or winding up of a registered limited liability partnership, or the cancellation of its registration, does not affect the limited liability of partners for debts, obligations or liabilities of the partnership which occur or were incurred prior to the termination or winding up of the registered limited liability partnership or the cancellation of its registration.

(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1001; amended and renumbered by Act 2009-513, p. 967, §266.)