29-1103

29-1103. Publication and annual reports; late
filing penalty

A. Within sixty days after the filing with the secretary of state of a statement of
qualification, there shall be published in a newspaper of general circulation in the
county of the limited liability partnership's chief executive office, or if the limited
liability partnership's chief executive office is not located in this state, in the
county of the limited liability partnership's office in this state, or if none, the
county of the limited liability partnership's statutory agent, for three consecutive
publications, a copy of the statement of qualification.

B. A limited liability partnership and a foreign limited liability partnership
authorized to transact business in this state shall file an annual report with the office
of the secretary of state that sets forth all of the following:

1. The name of the limited liability partnership and the state or country under
whose laws the foreign limited liability partnership is formed or created.

2. The current street address of the office required to be set forth in section
29-1101, subsection C, paragraph 2.

3. The name and street address of its agent for service of process in this state.

C. An annual report must be filed between January 1 and April 30 of each year
following the calendar year in which a partnership or limited partnership files a
statement of qualification to become a limited liability partnership or a foreign
partnership becomes authorized to transact business in this state. If a limited liability
partnership is delinquent in filing its annual report, the secretary of state may assess
a late filing penalty when the limited liability partnership submits its annual report.

D. The secretary of state may administratively revoke the statement of
qualification of a limited liability partnership if the secretary of state determines
that the statement of qualification does not conform to the filing provisions of this
article or if the limited liability partnership fails to file an annual report when due
or to pay the required filing fee or fails to perform the publication requirements of
subsection A of this section. The secretary of state must provide the limited liability
partnership at least sixty days' written notice of the intent to revoke the statement.
The notice shall be mailed to the limited liability partnership at its office set forth
in the last filed statement of qualification or annual report. The notice must specify
the nonconformance, that the statement of qualification has not been published pursuant
to subsection A of this section, the annual reports that have not been filed or the fees
that have not been paid and the future effective date of revocation. The revocation will
not be effective if the specified filing requirements, evidence of publication or annual
reports are filed and the specified fees are paid before the specified effective date of
revocation.

E. A revocation under subsection D of this section only affects a partnership's or
limited partnership's status as a limited liability partnership and does not constitute
an event of dissolution of the partnership or limited partnership.

F. A partnership or limited partnership whose statement has been administratively
revoked may apply to the secretary of state for reinstatement within two years after the
effective date of the revocation. The application shall recite the name of the
partnership or limited partnership and the effective date of the revocation and state
that the grounds for revocation either did not exist or have been corrected. If another
corporation or partnership has adopted the name of the limited liability partnership or
another person has adopted the name of the limited liability partnership as a trade name,
the application shall be accompanied by an amendment to the statement of foreign
qualification that is in accordance with section 29-1105 and that adopts a new name for
the limited liability partnership that complies with section 29-1102.

G. A reinstatement under subsection F of this section relates back to and takes
effect as of the effective date of the administrative revocation, and the partnership's
or limited partnership's status as a limited liability partnership continues as if the
administrative revocation never occurred.

H. An amendment to the statement of qualification shall be filed by a limited
liability partnership or foreign limited liability partnership not later than sixty days
after the occurrence of any of the following:

1. A change in the name of the limited liability partnership.

2. A change in the address of the chief executive office of the partnership.

3. The partnership or limited partnership has knowledge that a material statement
in the statement of qualification was false or inaccurate when made or that any facts
described therein have changed, making the statement of qualification inaccurate in any
material respect.

I. An amendment to the statement of qualification may be filed for any other proper
purpose. The filing of a statement of cancellation by or on behalf of a partnership or
limited partnership pursuant to this section shall be effective only to cancel the
partnership's or limited partnership's qualification as a limited liability partnership
and, unless it specifically so provides, shall not indicate the dissolution of the
partnership or limited partnership. On any revocation or the filing of any statement of
cancellation, the secretary of state shall be the agent for service of process in any
action, suit or proceeding based on any cause of action arising during the time the
limited liability partnership was qualified under section 29-1101 or the foreign limited
liability partnership was authorized to transact business in this state.