TITLE 14 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS

Section 9. Revised Uniform Limited Partnership Act, 14-9-100 through 14-9-1204.

ARTICLE 9 FOREIGN LIMITED PARTNERSHIPS

14-9-905. Change of name or state of organization; foreign limited partnership converting to foreign limited liability company or foreign corporation.

1. A foreign limited partnership authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes its name or its state of organization. The requirements of Code Sections 14-9-902 and 14-9-903 for obtaining an original certificate of authority shall apply to obtaining an amended certificate under this Code section.
2. If a foreign limited partnership authorized to transact business in this state converts into a foreign limited liability company:
   1. The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign limited liability company that applies for a certificate of authority to transact business in this state; and
   2. If such notice is timely given:
      1. The authorization of such entity to transact business in this state shall continue without interruption; and
      2. The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Section 14-11-704 to the foreign limited liability company resulting from the conversion effective as of the date of the conversion.

         The Secretary of State shall adjust its records accordingly.

3. If a foreign limited partnership authorized to transact business in this state converts into a foreign corporation:
   1. The foreign limited partnership shall notify the Secretary of State that such conversion has occurred no later than 30 days after the conversion, using such form as the Secretary of State shall specify, which form may require such information and statements as may be required to be submitted by a foreign corporation that applies for a certificate of authority to transact business in this state; and
   2. If such notice is timely given:
      1. The authorization of such entity to transact business in this state shall continue without interruption; and
      2. The certificate of authority issued to such foreign limited partnership under this article shall constitute a certificate of authority issued under Code Sections 14-2-1501 and 14-2-1503 to the foreign corporation resulting from the conversion effective as of the date of the conversion.

         The Secretary of State shall adjust its records accordingly.

(Code 1981, §14-9-905, enacted by Ga. L. 1988, p. 1016, § 1; Ga. L. 2006, p. 825, § 23/SB 469.)