Section 10A-8-10.06

Registration of foreign registered limited liability partnerships.

(a) Before transacting business in this state as such, a foreign registered limited liability partnership shall (i) comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged, and (ii) file a registration with the Secretary of State, on the forms as the Secretary of State shall provide stating: the name of the foreign registered limited liability partnership and, if different, the name under which the foreign registered limited liability partnership proposes to transact business in this state, the name under which the foreign registered limited liability partnership proposes to transact business in this state shall comply with Section 10A-1-5.07; the jurisdiction and the laws which govern its partnership agreement and under which it is registered as a limited liability partnership; the street, and mailing, if different, address of its principal office; if the partnership's principal office is not located in the state, the street, and mailing, if different, address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership will be required to maintain; a brief statement of the business in which the partnership engages; any other information that the partnership determines to include; a statement that the partnership is a registered limited liability partnership; and a certificate of status from the filing office in the jurisdiction in which the foreign registered limited liability partnership is registered.

(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 Secretary of State in the amount prescribed by Section 10A-1-4.31.

(d) The Secretary of State shall register as a qualified foreign registered limited liability partnership any foreign registered limited liability partnership that submits a completed registration with the required registration fee.

(e) A qualified foreign registered limited liability 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 Secretary of State or at any later date or time specified in the registration, and remains effective until: (i) it is voluntarily withdrawn by filing with the Secretary of State, a written withdrawal notice executed by one or more partners authorized to execute a withdrawal notice; 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 foreign registered limited liability partnership becomes a qualified foreign registered limited liability partnership on the date a registration is filed with the Secretary of State 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 qualified foreign registered limited liability partnership if there has been substantial compliance with the requirements of this chapter. The status of the partnership as a qualified foreign registered limited liability partnership and the liability of a partner of the qualified foreign 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 qualified foreign registered limited liability partnership and as notice of all other facts set forth in the registration or notice.

(i) If a qualified foreign 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 qualified foreign 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 qualified foreign registered limited liability partnership.

(Acts 1996, No. 96-528, p. 685, §1; §10-8A-1006; amended and renumbered by Act 2009-513, p. 967, §268.)