Subject 590-7-13 LIMITED PARTNERSHIPS - ANNUAL REGISTRATION
The Secretary of State or his agent shall receive the incoming annual registrations. It is the responsibility of the Division to promptly process and record the filing of annual registrations pursuant to the Code. The Division may designate an agent or agents to assist in the administrative duties concerning annual registrations.
A newly organized domestic limited partnership, or a newly qualified foreign limited partnership, shall file an annual registration with the Secretary of State on a form provided by the Secretary of State, and pay the fee set forth in the fee schedule published by the Secretary of State, between January 1 and April 1 of the year following the calendar year of the new registration filing.
Each limited partnership registered to do business in this State shall, between January 1 and April 1 of each year, file an annual registration with the Secretary of State. This annual registration shall be on forms provided by the Secretary of State, shall contain the information required to be on an annual registration as set forth in the Code, and shall include the payment of the fee and penalties set forth in the Code and the fee schedule maintained by the Secretary of State. The Secretary of State may provide for the electronic filing of annual registrations.
The Secretary of State may designate a depository for receipt of annual registration filings and fees on an annual basis, in accordance with the lockbox criteria developed and administered by the Department of Administrative Services (DOAS). The depository may perform certain ministerial services on behalf of the Secretary of State in order to fulfill the lockbox functions as set forth by DOAS and these Rules. The selected depository shall enter into an agreement with the Secretary of State that any goods and services provided the Division under the agreement will be subject to appropriate purchasing procedures and any relevant state laws.
|(1)||Notwithstanding any other law or rule to the contrary, each domestic limited partnership, foreign limited partnership, and foreign limited liability partnership may file an annual registration to be valid for a period up to and including three calendar years.|
|(2)||On an annual registration, each domestic limited partnership, foreign limited partnership, or foreign limited liability partnership shall designate a period of one year, two years, or three years as the valid annual registration period of said annual registration filing. The annual registration filing shall be accompanied by the payment of the fee and penalties set forth in the Code and the fee schedule maintained by the Secretary of State for each calendar year included in the designated annual registration period.|
|(3)||A limited partnership's or limited liability partnership's next annual registration is due between January 1 and April 1 of the first calendar year following the end of the designated annual registration period in its most recent annual registration filing.|
|(4)||If changes need to be made to a limited partnership's or limited liability partnership's principal office address, general partner(s)'s address, registered agent, and/or registered office information on file with the Secretary of State prior to the next annual registration being due, then an amended annual registration shall be filed with the Secretary of State. The payment of the fee for an amended annual registration filing as set forth in the Code and the fee schedule maintained by the Secretary of State must accompany any such filing.|
|(5)||Annual registration fees will not be refunded if a limited partnership or limited liability partnership is cancelled, dissolved, merged out of existence, or withdrawn prior to the end of an annual registration period.|
|(1)||Form. The Secretary of State shall design the annual registration form. This form shall contain specific filing instructions.|
|(2)||Distribution. The Secretary of State or his or her agent shall prepare and send the annual registration notices to registered limited partnerships.|
|(3)||Notification. All active limited partnerships will be sent an
annual registration notification as soon as possible after January 1 of each
year. Annual registration notices may be sent by mail or by electronic methods,
such as email. Annual registration notices will not be forwarded to:
The Division may update the annual registration data or employ the services of an outside contractor to update the annual registration data. If the form is not properly signed the Secretary of State is authorized to accept the filing and allow the signature on the check used to pay the fee to verify the existence of the facts on the form. Unless otherwise indicated, the signature on the annual registration form shall be deemed to be the signature of an authorized limited partnership officer. The registered agent will not be updated or changed unless the signature of the new registered agent is on the form. The Secretary of State is authorized to enter into a contract or agreement to provide for the updating of annual registration information.
The Secretary of State shall maintain all filed annual registrations for a period of five (5) years.
A limited partnership that fails to file its annual registration statement may be assessed a penalty in an amount set forth in the fee schedule published by the Secretary of State and may not maintain a proceeding in any court in the State. In addition to any other sanction, a limited partnership which fails for three consecutive years to file its annual registration with the Secretary of State may be placed on an "inactive filing status" in the automated database of the Secretary of State, pursuant to Rule 590-7-16-.02 of these rules.
The Secretary of State may extend the time of filing of the annual registration if he or she determines that it is in the public interest to do so and if additional time is needed to complete the updating of the limited partnership information and payment records of the limited partnership. In the event an order is issued regarding such extension, the Secretary of State is authorized to issue certificates of existence on those limited partnerships that are current through the preceding year.