29-802. Certificate of registration; application

 

(Rpld. 9/1/20)

 

A. Before transacting business in this state, a foreign limited liability company shall obtain a certificate of registration. An applicant for a certificate of registration shall pay the required nonrefundable filing fee and shall submit to the commission an application for registration as a foreign limited liability company that is signed and acknowledged on its behalf by any manager, member or other authorized agent and that states:

1. The name of the foreign limited liability company and, if the company's real name is unavailable or does not satisfy the requirements of section 29-602, a fictitious name adopted by the company pursuant to section 29-804.

2. The state or country and date of its formation.

3. The purpose of the foreign limited liability company or the general character of the business it proposes to transact in this state.

4. The name and street address of the foreign limited liability company's statutory agent in this state.

5. The address of the office required to be maintained in the state or country of its organization by the laws of that state or country or, if not so required, of the principal office of the foreign limited liability company.

6. Either of the following:

(a) Management of the foreign limited liability company is vested in a manager or managers.

(b) Management of the foreign limited liability company is reserved to the members.

7. The name and address of either of the following:

(a) If management of the foreign limited liability company is vested in a manager or managers, each person who is a manager of the foreign limited liability company and each member who owns a twenty per cent or greater interest in the capital or profits of the foreign limited liability company.

(b) If management of the foreign limited liability company is reserved to the members, each person who is a member of the foreign limited liability company.

B. An application for a certificate of registration that a foreign limited liability company submits to the commission under this section shall include proof that the company existed in the state or country in which the company organized within sixty days of delivering the application for filing with the commission.

C. If the commission is unable to file the application for a certificate of registration at the time it is delivered for filing, the registration is deemed to have been filed at the time of delivery if the commission subsequently determines either of the following:

1. The registration delivered conforms to the filing provisions of this article.

2. Within thirty days after notification of nonconformance is given by the commission to the person who delivered the application for certificate of registration for filing or the person's representative, the registration is brought into conformance.