(This is Section 107 of the Uniform Partnership Act (1997).)

The reservation of power provision is new. It is adapted from Section 1.02 of the Revised Model Business Corporation Act (RMBCA) and Section 1106 of RULPA.

As explained in the Official Comment to the RMBCA, the genesis of those provisions is Trustees of Dartmouth College v. Woodward, 17 U.S. (4 Wheat) 518 (1819), which held that the United States Constitution prohibits the application of newly enacted statutes to existing corporations, while suggesting the efficacy of a reservation of power provision. Its purpose is to avoid any possible argument that a legal entity created pursuant to statute or its members have a contractual or vested right in any specific statutory provision and to ensure that the State may in the future modify its enabling statute as it deems appropriate and require existing entities to comply with the statutes as modified.

§1008.__Forms

The Secretary of State may prescribe and furnish on request forms for any documents required or permitted to be filed by this chapter. If the Secretary of State so requires, use of these forms is mandatory.

§1009.__Filing, service and copying fees

1.__Filing fees. The following fees must be paid to the Secretary of State.

A.__For filing a statement of disassociation under section 1074, the fee is $20;

B.__For filing a statement of dissolution under section 1085, the fee is $75;

C.__For filing a statement of conversion under section 1092 or 1093, the fee is $150;

D.__For filing a statement of merger under section 1095, the fee is $150;

E.__For any other statement required or permitted to be filed by this chapter, the fee is $35; and

F.__For preclearance of any statement for filing, the fee is $100.