PART I. GENERAL PARTNERSHIPS

 

§425-1  Registration and annual statements. (a)  [Subsection effective until June 30, 2010.  For subsection effectiveJuly 1, 2010, see below.]  Whenever any general partnership is formed underthe laws of this State to do business in this State, or any general partnershipformed under the laws of any other jurisdiction shall do business in thisState, the partnership shall file in the office of the director of commerce andconsumer affairs the registration and annual statements prescribed in thischapter.  A registration statement shall be filed by a partnership formed underthe laws of this State within thirty days after the partnership is formed andby a partnership formed under the laws of any other jurisdiction within thirtydays after the commencement of business in this State.  Every registrationstatement shall contain the following information:

(1)  The name of the partnership;

(2)  The name and address of each partner;

(3)  The mailing address of the partnership's principaloffice, the street address of the partnership's registered office in thisState, and the name of its registered agent at its registered office in thisState; provided that if the partnership is one formed under the laws of anyother jurisdiction, the name of the jurisdiction shall also be specified;

(4)  The date the partnership was formed and, if thepartnership is one formed under the laws of any other jurisdiction, the datethe partnership commenced business in this State; and

(5)  The fact that none of the partners is either aminor or an incompetent person.

(a)  [Subsection effective July 1, 2010. For subsection effective until June 30, 2010, see above.]  Whenever anygeneral partnership is formed under the laws of this State to do business inthis State, or any general partnership formed under the laws of any otherjurisdiction shall do business in this State, the partnership shall file in theoffice of the director of commerce and consumer affairs the registration andannual statements prescribed in this chapter.  A registration statement shallbe filed by a partnership formed under the laws of this State within thirtydays after the partnership is formed and by a partnership formed under the lawsof any other jurisdiction within thirty days after the commencement of businessin this State.  Every registration statement shall contain the followinginformation:

(1)  The name of the partnership;

(2)  The name and address of each partner;

(3)  The mailing address of the partnership'sprincipal office and the information required by section 425R-4(a); providedthat if the partnership is one formed under the laws of any other jurisdiction,the name of the jurisdiction shall also be specified;

(4)  The date the partnership was formed and, if thepartnership is one formed under the laws of any other jurisdiction, the datethe partnership commenced business in this State; and

(5)  The fact that none of the partners is either aminor or an incompetent person.

(b)  [Subsection effective until June 30,2010.  For subsection effective July 1, 2010, see below.]  Every domesticand foreign partnership shall file an annual statement with the director whichshall contain the information specified in subsection (a)(1), (2), (3), and (5)and a listing of the names of any partner admitted, withdrawn, or who has diedduring the year; provided that the information provided to satisfy therequirements of subsection (a)(3) shall indicate the current registered officeand agent.  A domestic or foreign partnership that has filed with thedepartment director a statement of qualification or statement of foreignqualification to register as a limited liability partnership or foreign limitedliability partnership shall file the annual report prescribed in section425-163 in lieu of the annual statement required in this section.  The annualstatement shall be filed within the time periods prescribed in subsections (c)and (d).

(b)  [Subsection effective July 1, 2010. For subsection effective until June 30, 2010, see above.]  Every domesticand foreign partnership shall file an annual statement with the director whichshall contain the information specified in subsection (a)(1), (2), (3), and (5)and a listing of the names of any partner admitted, withdrawn, or who has diedduring the year; provided that the information provided to satisfy therequirements of subsection (a)(3) shall be current.  A domestic or foreignpartnership that has filed with the department director a statement ofqualification or statement of foreign qualification to register as a limitedliability partnership or foreign limited liability partnership shall file theannual report prescribed in section 425-163 in lieu of the annual statementrequired in this section.  The annual statement shall be filed within the timeperiods prescribed in subsections (c) and (d).

(c)  Notwithstanding any of the provisions ofthis chapter to the contrary, annual statements reflecting the period fromJanuary 1, 2002, through December 31, 2002, that would otherwise be required,may be voluntarily filed with the department director if the annual statementcomplies with the requirements of this section.

(d)  Effective January 1, 2003, for a domesticor foreign partnership whose date of registration in this State falls between:

(1)  January 1 and March 31, the annual statementshall be filed on or before March 31 of each year and shall reflect the stateof the partnership's affairs as of January 1 of the year when filed;

(2)  April 1 and June 30, the annual statement shallbe filed on or before June 30 of each year and shall reflect the state of thepartnership's affairs as of April 1 of the year when filed;

(3)  July 1 and September 30, the annual statementshall be filed on or before September 30 of each year and shall reflect thestate of the partnership's affairs as of July 1 of the year when filed; and

(4)  October 1 and December 31, the annual statementshall be filed on or before December 31 of each year and shall reflect thestate of the partnership's affairs as of October 1 of the year when filed;

provided that if a domestic or foreign partnershipis registered in the same year in which the annual statement is due, thedomestic or foreign partnership shall not be required to file an annualstatement for that year.  Thereafter, the domestic or foreign partnership shallcomply with the requirements of this section.

(e)  The registration statement of a domesticpartnership shall be certified by any partner, and the registration statementof a foreign partnership shall be certified by at least one partner.  Eachannual statement shall be certified as correct by any partner. [L 1969, c 247,pt of §1; am L 1971, c 48, §1; am L 1980, c 270, §1; am L 1982, c 204, §8; am L1983, c 124, §17; am L 1999, c 284, §2; am L 2000, c 219, §51; am L 2001, c129, §67; am L 2002, c 130, §81; am L 2003, c 124, §47; am L 2006, c 235, §11;am L 2009, c 55, §30]

 

Attorney General Opinions

 

  A "joint venture" sharing opportunities for profitunder a jointly-owned contract may be a partnership.  Att. Gen. Op. 66-30.

 

Case Notes

 

  Failure to register firm does not affect relations of onepartner to another.  11 H. 563.

  Partnership arises when.  62 H. 583, 618 P.2d 276.