Title 17 Corporations, Partnerships and Associations

17-21-1102. Effect of registration; entity unchanged.

(a) A partnership that has registered pursuant to this article is for all purposes of the laws of this state the same entity that existed before the registration. (b) When registration takes effect: (i) All property owned by the registering partnership remains vested in the registered partnership; (ii) All obligations of the registering partnership continue as obligations of the registered partnership; and (iii) An action or proceeding pending against the registering partnership may be continued as if the registration had not occurred. (c) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and its business continues without winding up the partnership affairs and without liquidating or terminating the partnership, the registration of the registered limited liability partnership or the foreign registered limited liability partnership shall continue to be applicable to the partnership continuing the business, and the partnership shall not be required to file a new statement of registration or statement of renewal. The partnership continuing the business shall be deemed to have filed any documents required or permitted under this section which were filed by the dissolved partnership. The partnership continuing the business shall file a statement of renewal at such time as the dissolved partnership would have been required to file a statement of renewal. (d) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and winds up its affairs, liquidates or terminates, the statement of registration or statement of renewal remains in effect as to the partnership and the partners during the period of winding up, and as to the partners subsequent to liquidation or termination as to liabilities of the partnership incurred, assumed or arising prior to liquidation or termination.