(1) Notwithstanding any other provision of this chapter, a partnership, not including a limited partnership, may register as a limited liability partnership or apply for authority as a foreign limited liability partnership only if it:
(a) Renders professional service; or
(b) Is affiliated with a limited liability partnership or a foreign limited liability partnership that renders professional service and renders services related to or complementary to the professional service rendered by, or provides services or facilities to, the limited liability partnership or foreign limited liability partnership that renders professional service.
(2) For purposes of subsection (1) of this section, a partnership is affiliated with a limited liability partnership or foreign limited liability partnership that renders professional services if:
(a) At least a majority of partners in one partnership are partners in the other partnership;
(b) At least a majority of the partners in each partnership also are partners or hold interest in another person and each partnership renders services pursuant to an agreement with such other person; or
(c) One partnership directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the other partnership.
(3) The terms and conditions by which a partnership becomes a limited liability partnership and a decision to cancel registration as a limited liability partnership must be approved by either:
(a) The vote of the partners necessary to amend the partnership agreement; or
(b) In the case of a partnership agreement that includes provisions that expressly address the obligations of partners to make contributions to cover partnership losses, the vote of the partners necessary to amend such provisions. [1997 c.775 §47]
(Filing Documents)
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