(a) Before transactingbusiness in this State, a foreign limited liability partnership must file anapplication for registration as a foreign limited liability partnership. Theapplication must contain:
(1) The name of theforeign limited liability partnership that satisfies the requirements of thestate or other jurisdiction under whose law it is formed and meets therequirements of Article 3 of Chapter 55D of the General Statutes.
(2) The street address,and the mailing address if different from the street address, of thepartnership's principal office, and the county in which the principal office islocated.
(3) The name and streetaddress, and the mailing address if different from the street address, for thepartnership's registered agent and registered office for service of process,and the county in which the registered office is located.
(4), (5) Repealed bySession Laws 2001‑387, s. 157(b).
(6) The fiscal year endof the partnership.
The foreign limited liabilitypartnership shall deliver with the completed application a certificate ofexistence, or a document with similar import, duly authenticated by theSecretary of State or other official having custody of the records ofregistered limited liability partnerships in the state or country under whoselaw it is registered.
(b) Each foreignlimited liability partnership maintaining a statement of foreign registrationin this State must maintain a registered office and registered agent asrequired by Article 4 of Chapter 55D of the General Statutes and is subject toservice on the Secretary of State under that Article.
(c) through (g)Repealed by Session Laws 2001‑387, s. 157(b).
(h) A foreign limitedliability partnership authorized to transact business in this State shall besubject to the provisions of G.S. 59‑84.4 regarding annual reports andrevocation of registration.
(i) A foreign limitedliability partnership becomes registered as a foreign limited liabilitypartnership when its application for registration becomes effective.
(j) A foreign limitedliability partnership shall promptly amend its registration to reflect anychange in the information contained in its application for registration, otherthan changes that are properly included in other documents filed with theSecretary of State. A registration is amended by filing a certificate ofamendment with the Secretary of State. The certificate of amendment shall setforth:
(1) The name of theforeign limited liability partnership under which it is registered in thisState;
(2) The date of filingof the application for registration; and
(3) The amendment to theapplication for registration.
(k) A foreign limitedliability partnership may cancel its registration by filing a certificate ofcancellation with the Secretary of State. The certificate of cancellation shallset forth:
(1) The name of theforeign limited liability partnership under which it is registered in thisState;
(2) The date of filingof the application for registration;
(3) A mailing address towhich the Secretary of State may mail a copy of any process served on theSecretary of State under this subsection;
(4) A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress; and
(5) The effective dateand time of cancellation if it is not to be effective at the time of filing thecertificate.
Cancellation of registrationterminates the authority of the foreign limited liability partnership'sregistered agent to accept service of process, notice, or demand and appointsthe Secretary of State as agent to accept such service on behalf of the foreignlimited liability partnership with respect to any action or proceeding basedupon any cause of action arising in this State, or arising out of business transactedin this State, during the time the foreign limited liability partnership wasregistered in this State. Service on the Secretary of State of any suchprocess, notice, or demand shall be made by delivering to and leaving with theSecretary of State, or with any clerk authorized by the Secretary of State toaccept service of process, duplicate copies of such process, notice, or demandand the fee required by G.S. 59‑35.2. Upon receipt of process, notice, ordemand in the manner herein provided, the Secretary of State shall immediatelymail a copy of the process, notice, or demand by registered or certified mail,return receipt requested, to the foreign limited liability partnership at themailing address designated pursuant to this subsection.
(l) Whenever a foreignlimited liability partnership authorized to transact business in this Stateceases its separate existence as a result of a statutory merger orconsolidation permitted by the laws of the state or country under which it wasorganized, or converts into another type of entity as permitted by those laws,the surviving or resulting entity shall apply for a certificate of withdrawalfor the foreign limited liability partnership by delivering to the Secretary ofState for filing a copy of the articles of merger, consolidation, or conversionor a certificate reciting the facts of the merger, consolidation, orconversion, duly authenticated by the Secretary of State or other officialhaving custody of limited liability partnership records in the state or countryunder the laws of which the foreign limited liability partnership wasorganized. If the surviving or resulting entity is not authorized to transactbusiness or conduct affairs in this State, the articles or certificate must beaccompanied by an application which must set forth:
(1) The name of theforeign liability limited partnership [sic] authorized to transact business inthis State, the type of entity and name of the surviving or resulting entity,and a statement that the surviving or resulting entity is not authorized totransact business or conduct affairs in this State;
(2) A statement that thesurviving or resulting entity consents that service of process based on anycause of action arising in this State, or arising out of business transacted inthis State, during the time the foreign limited liability partnership wasauthorized to transact business in this State, may thereafter be made byservice thereof on the Secretary of State;
(3) A mailing address towhich the Secretary of State may mail a copy of any process served upon theSecretary under subdivision (2) of this subsection; and
(4) A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress.
(m) If the Secretary ofState finds that the articles or certificate and the application forwithdrawal, if required, conform to law, the Secretary of State shall:
(1) Endorse on thearticles or certificate and the application for withdrawal, if required, theword "filed" and the hour, day, month, and year of filing thereof;
(2) File the articles orcertificate and the application, if required;
(3) Issue a certificateof withdrawal; and
(4) Send to thesurviving or resulting entity or its representative the certificate ofwithdrawal, together with a copy of the application, if required, affixedthereto.
(n) After thewithdrawal of the foreign limited liability partnership is effective, serviceof process on the Secretary of State in accordance with subsection (l) of thissection shall be made by delivering to and leaving with the Secretary of State,or with any clerk authorized by the Secretary of State to accept service ofprocess, duplicate copies of such process and the fee required by G.S. 59‑35.2.Upon receipt of process in the manner herein provided, the Secretary of Stateshall immediately mail a copy of the process by registered or certified mail,return receipt requested, to the surviving or resulting entity at the mailingaddress designated pursuant to subsection (l) of this section. (1999‑362, s. 10; 2000‑140,s. 54; 2001‑358, ss. 40, 51(b); 2001‑387, ss. 120, 157, 173,175(a); 2001‑413, s. 6.)
(a) Before transactingbusiness in this State, a foreign limited liability partnership must file anapplication for registration as a foreign limited liability partnership. Theapplication must contain:
(1) The name of theforeign limited liability partnership that satisfies the requirements of thestate or other jurisdiction under whose law it is formed and meets therequirements of Article 3 of Chapter 55D of the General Statutes.
(2) The street address,and the mailing address if different from the street address, of thepartnership's principal office, and the county in which the principal office islocated.
(3) The name and streetaddress, and the mailing address if different from the street address, for thepartnership's registered agent and registered office for service of process,and the county in which the registered office is located.
(4), (5) Repealed bySession Laws 2001‑387, s. 157(b).
(6) The fiscal year endof the partnership.
The foreign limited liabilitypartnership shall deliver with the completed application a certificate ofexistence, or a document with similar import, duly authenticated by theSecretary of State or other official having custody of the records ofregistered limited liability partnerships in the state or country under whoselaw it is registered.
(b) Each foreignlimited liability partnership maintaining a statement of foreign registrationin this State must maintain a registered office and registered agent asrequired by Article 4 of Chapter 55D of the General Statutes and is subject toservice on the Secretary of State under that Article.
(c) through (g)Repealed by Session Laws 2001‑387, s. 157(b).
(h) A foreign limitedliability partnership authorized to transact business in this State shall besubject to the provisions of G.S. 59‑84.4 regarding annual reports andrevocation of registration.
(i) A foreign limitedliability partnership becomes registered as a foreign limited liabilitypartnership when its application for registration becomes effective.
(j) A foreign limitedliability partnership shall promptly amend its registration to reflect anychange in the information contained in its application for registration, otherthan changes that are properly included in other documents filed with theSecretary of State. A registration is amended by filing a certificate ofamendment with the Secretary of State. The certificate of amendment shall setforth:
(1) The name of theforeign limited liability partnership under which it is registered in thisState;
(2) The date of filingof the application for registration; and
(3) The amendment to theapplication for registration.
(k) A foreign limitedliability partnership may cancel its registration by filing a certificate ofcancellation with the Secretary of State. The certificate of cancellation shallset forth:
(1) The name of theforeign limited liability partnership under which it is registered in thisState;
(2) The date of filingof the application for registration;
(3) A mailing address towhich the Secretary of State may mail a copy of any process served on theSecretary of State under this subsection;
(4) A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress; and
(5) The effective dateand time of cancellation if it is not to be effective at the time of filing thecertificate.
Cancellation of registrationterminates the authority of the foreign limited liability partnership'sregistered agent to accept service of process, notice, or demand and appointsthe Secretary of State as agent to accept such service on behalf of the foreignlimited liability partnership with respect to any action or proceeding basedupon any cause of action arising in this State, or arising out of business transactedin this State, during the time the foreign limited liability partnership wasregistered in this State. Service on the Secretary of State of any suchprocess, notice, or demand shall be made by delivering to and leaving with theSecretary of State, or with any clerk authorized by the Secretary of State toaccept service of process, duplicate copies of such process, notice, or demandand the fee required by G.S. 59‑35.2. Upon receipt of process, notice, ordemand in the manner herein provided, the Secretary of State shall immediatelymail a copy of the process, notice, or demand by registered or certified mail,return receipt requested, to the foreign limited liability partnership at themailing address designated pursuant to this subsection.
(l) Whenever a foreignlimited liability partnership authorized to transact business in this Stateceases its separate existence as a result of a statutory merger orconsolidation permitted by the laws of the state or country under which it wasorganized, or converts into another type of entity as permitted by those laws,the surviving or resulting entity shall apply for a certificate of withdrawalfor the foreign limited liability partnership by delivering to the Secretary ofState for filing a copy of the articles of merger, consolidation, or conversionor a certificate reciting the facts of the merger, consolidation, orconversion, duly authenticated by the Secretary of State or other officialhaving custody of limited liability partnership records in the state or countryunder the laws of which the foreign limited liability partnership wasorganized. If the surviving or resulting entity is not authorized to transactbusiness or conduct affairs in this State, the articles or certificate must beaccompanied by an application which must set forth:
(1) The name of theforeign liability limited partnership [sic] authorized to transact business inthis State, the type of entity and name of the surviving or resulting entity,and a statement that the surviving or resulting entity is not authorized totransact business or conduct affairs in this State;
(2) A statement that thesurviving or resulting entity consents that service of process based on anycause of action arising in this State, or arising out of business transacted inthis State, during the time the foreign limited liability partnership wasauthorized to transact business in this State, may thereafter be made byservice thereof on the Secretary of State;
(3) A mailing address towhich the Secretary of State may mail a copy of any process served upon theSecretary under subdivision (2) of this subsection; and
(4) A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress.
(m) If the Secretary ofState finds that the articles or certificate and the application forwithdrawal, if required, conform to law, the Secretary of State shall:
(1) Endorse on thearticles or certificate and the application for withdrawal, if required, theword "filed" and the hour, day, month, and year of filing thereof;
(2) File the articles orcertificate and the application, if required;
(3) Issue a certificateof withdrawal; and
(4) Send to thesurviving or resulting entity or its representative the certificate ofwithdrawal, together with a copy of the application, if required, affixedthereto.
(n) After thewithdrawal of the foreign limited liability partnership is effective, serviceof process on the Secretary of State in accordance with subsection (l) of thissection shall be made by delivering to and leaving with the Secretary of State,or with any clerk authorized by the Secretary of State to accept service ofprocess, duplicate copies of such process and the fee required by G.S. 59‑35.2.Upon receipt of process in the manner herein provided, the Secretary of Stateshall immediately mail a copy of the process by registered or certified mail,return receipt requested, to the surviving or resulting entity at the mailingaddress designated pursuant to subsection (l) of this section. (1999‑362, s. 10; 2000‑140,s. 54; 2001‑358, ss. 40, 51(b); 2001‑387, ss. 120, 157, 173,175(a); 2001‑413, s. 6.)
(a) Before transactingbusiness in this State, a foreign limited liability partnership must file anapplication for registration as a foreign limited liability partnership. Theapplication must contain:
(1) The name of theforeign limited liability partnership that satisfies the requirements of thestate or other jurisdiction under whose law it is formed and meets therequirements of Article 3 of Chapter 55D of the General Statutes.
(2) The street address,and the mailing address if different from the street address, of thepartnership's principal office, and the county in which the principal office islocated.
(3) The name and streetaddress, and the mailing address if different from the street address, for thepartnership's registered agent and registered office for service of process,and the county in which the registered office is located.
(4), (5) Repealed bySession Laws 2001‑387, s. 157(b).
(6) The fiscal year endof the partnership.
The foreign limited liabilitypartnership shall deliver with the completed application a certificate ofexistence, or a document with similar import, duly authenticated by theSecretary of State or other official having custody of the records ofregistered limited liability partnerships in the state or country under whoselaw it is registered.
(b) Each foreignlimited liability partnership maintaining a statement of foreign registrationin this State must maintain a registered office and registered agent asrequired by Article 4 of Chapter 55D of the General Statutes and is subject toservice on the Secretary of State under that Article.
(c) through (g)Repealed by Session Laws 2001‑387, s. 157(b).
(h) A foreign limitedliability partnership authorized to transact business in this State shall besubject to the provisions of G.S. 59‑84.4 regarding annual reports andrevocation of registration.
(i) A foreign limitedliability partnership becomes registered as a foreign limited liabilitypartnership when its application for registration becomes effective.
(j) A foreign limitedliability partnership shall promptly amend its registration to reflect anychange in the information contained in its application for registration, otherthan changes that are properly included in other documents filed with theSecretary of State. A registration is amended by filing a certificate ofamendment with the Secretary of State. The certificate of amendment shall setforth:
(1) The name of theforeign limited liability partnership under which it is registered in thisState;
(2) The date of filingof the application for registration; and
(3) The amendment to theapplication for registration.
(k) A foreign limitedliability partnership may cancel its registration by filing a certificate ofcancellation with the Secretary of State. The certificate of cancellation shallset forth:
(1) The name of theforeign limited liability partnership under which it is registered in thisState;
(2) The date of filingof the application for registration;
(3) A mailing address towhich the Secretary of State may mail a copy of any process served on theSecretary of State under this subsection;
(4) A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress; and
(5) The effective dateand time of cancellation if it is not to be effective at the time of filing thecertificate.
Cancellation of registrationterminates the authority of the foreign limited liability partnership'sregistered agent to accept service of process, notice, or demand and appointsthe Secretary of State as agent to accept such service on behalf of the foreignlimited liability partnership with respect to any action or proceeding basedupon any cause of action arising in this State, or arising out of business transactedin this State, during the time the foreign limited liability partnership wasregistered in this State. Service on the Secretary of State of any suchprocess, notice, or demand shall be made by delivering to and leaving with theSecretary of State, or with any clerk authorized by the Secretary of State toaccept service of process, duplicate copies of such process, notice, or demandand the fee required by G.S. 59‑35.2. Upon receipt of process, notice, ordemand in the manner herein provided, the Secretary of State shall immediatelymail a copy of the process, notice, or demand by registered or certified mail,return receipt requested, to the foreign limited liability partnership at themailing address designated pursuant to this subsection.
(l) Whenever a foreignlimited liability partnership authorized to transact business in this Stateceases its separate existence as a result of a statutory merger orconsolidation permitted by the laws of the state or country under which it wasorganized, or converts into another type of entity as permitted by those laws,the surviving or resulting entity shall apply for a certificate of withdrawalfor the foreign limited liability partnership by delivering to the Secretary ofState for filing a copy of the articles of merger, consolidation, or conversionor a certificate reciting the facts of the merger, consolidation, orconversion, duly authenticated by the Secretary of State or other officialhaving custody of limited liability partnership records in the state or countryunder the laws of which the foreign limited liability partnership wasorganized. If the surviving or resulting entity is not authorized to transactbusiness or conduct affairs in this State, the articles or certificate must beaccompanied by an application which must set forth:
(1) The name of theforeign liability limited partnership [sic] authorized to transact business inthis State, the type of entity and name of the surviving or resulting entity,and a statement that the surviving or resulting entity is not authorized totransact business or conduct affairs in this State;
(2) A statement that thesurviving or resulting entity consents that service of process based on anycause of action arising in this State, or arising out of business transacted inthis State, during the time the foreign limited liability partnership wasauthorized to transact business in this State, may thereafter be made byservice thereof on the Secretary of State;
(3) A mailing address towhich the Secretary of State may mail a copy of any process served upon theSecretary under subdivision (2) of this subsection; and
(4) A commitment to filewith the Secretary of State a statement of any subsequent change in its mailingaddress.
(m) If the Secretary ofState finds that the articles or certificate and the application forwithdrawal, if required, conform to law, the Secretary of State shall:
(1) Endorse on thearticles or certificate and the application for withdrawal, if required, theword "filed" and the hour, day, month, and year of filing thereof;
(2) File the articles orcertificate and the application, if required;
(3) Issue a certificateof withdrawal; and
(4) Send to thesurviving or resulting entity or its representative the certificate ofwithdrawal, together with a copy of the application, if required, affixedthereto.
(n) After thewithdrawal of the foreign limited liability partnership is effective, serviceof process on the Secretary of State in accordance with subsection (l) of thissection shall be made by delivering to and leaving with the Secretary of State,or with any clerk authorized by the Secretary of State to accept service ofprocess, duplicate copies of such process and the fee required by G.S. 59‑35.2.Upon receipt of process in the manner herein provided, the Secretary of Stateshall immediately mail a copy of the process by registered or certified mail,return receipt requested, to the surviving or resulting entity at the mailingaddress designated pursuant to subsection (l) of this section. (1999‑362, s. 10; 2000‑140,s. 54; 2001‑358, ss. 40, 51(b); 2001‑387, ss. 120, 157, 173,175(a); 2001‑413, s. 6.)
