Title 10A

(a) A partnership shall possess and may exercise all the powers and privileges granted and enumerated by Chapter 1 or by any other law or by its partnership agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to th…

(a) Except as otherwise provided in subsections (b), (c), and (d) of this section, the law of the jurisdiction in which the partnership has its principal office governs the partnership agreement and the relations among the partners and between the partners and the partnership. (b…

(a) It is the policy of this chapter and this state to give maximum effect to the principles of freedom of contract and to the enforceability of partnership agreements. (b) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this…

(a) Except as otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations among the partners as partners and between the partners and the partnership; and (2) to the extent the partnership agreement does not otherwise provide for a matter descri…

(a) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement. (b) A person that is admitted as a partner of a partnership becomes a party to and assents to the partnership agreeme…

(a) If a partnership agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the partnership agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by…

A partnership shall maintain the following information: (1) A current list of the full name and last known street and mailing address of each partner, in alphabetical order. (2) Copies of any filed statement. (3) Copies of the partnership’s federal, state, and local income tax re…

A partner may lend money to and transact other business or not for profit activity with the partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. (Act 2018-125, §7.)

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing a writing of appointment, either personally or by the partner’s attorney in fact. (Act 2018-125, §7…

(a) If a partnership agreement provides that an act or transaction is void or voidable when taken, then that act or transaction may be ratified or waived by: (1) the partners or other persons entitled to ratify or waive that act or transaction under the partnership agreement; (2)…

(a) Except as otherwise provided in subsection (b), the association of two or more persons: (1) to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership; or (2) to carry on any not for profit activity, forms a par…

(a) A partnership other than a partnership that has an effective statement of not for profit partnership or an effective statement of limited liability partnership on file with the Secretary of State may deliver to the Secretary of State for filing a statement of partnership for …

(a) A statement may be delivered to the Secretary of State for filing. A certified copy of a statement of authority that was filed by the Secretary of State may be delivered to a judge of probate for filing in accordance with Section 10A-8A-3.03(f) and (g). A certified copy of a …

Property acquired by a partnership is property of the partnership and not of the partners individually. (Act 2018-125, §7.)

(a) Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indi…

Subject to the effect of a statement of authority under Section 10A-8A-3.03: (1) Each partner is an agent of the partnership for the purpose of its business or not for profit activity. An act of a partner, including the execution of an instrument in the partnership name, for appa…

(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of authority under Section 10A-8A-3.03, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnersh…

(a) A partnership may deliver to the Secretary of State for filing a statement of authority, which: (1) must include the name of the partnership and: (A) if the partnership has not filed a statement of partnership, a statement of not for profit partnership, or a statement of limi…

A person named in a filed statement of authority granting that person authority may deliver to the Secretary of State for filing a statement of denial that: (1) provides: (A) the name of the partnership; (B) the date the statement of authority to which the statement of denial per…

(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business or not for profit activity of the partnership or with autho…

(a) Except as otherwise provided in subsection (b) or subsection (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partnership i…

(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, except as provided in Section 10A-8A-3.06, against any or all of the partners in the same action or in separate actions. (c) A judgment against a partne…

Except as provided in Section 10A-8A-3.06: (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the …

(a) Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and (2)…

(a) The initial partners of a partnership are admitted as partners upon the formation of the partnership. (b) After formation, a person is admitted as a partner of the partnership: (1) as provided in the partnership agreement; (2) as the result of a transaction effective under Ar…

A contribution by a partner may be made to a partnership as agreed by the partners. (Act 2018-125, §7.)

(a) A partner’s obligation to make a contribution to a partnership is not excused by the partner’s death, disability, or other inability to perform personally. (b) If a partner does not make a contribution required by an enforceable promise, the partner or the partner’s estate is…

All partners shall share equally in any distributions made by a partnership before its dissolution and winding up. (Act 2018-125, §7.)

Subject to Section 10A-8A-7.01, a partner has a right to a distribution before the dissolution and winding up of a partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the partnership is a decision in the…

A partner does not have a right to demand and receive a distribution from a partnership in any form other than money. Except as otherwise provided in Section 10A-8A-8.07, a partnership may distribute an asset in kind if each partner receives a percentage of the asset in proportio…

If a partner becomes entitled to receive a distribution, the partner has the status of, and is entitled to all remedies available to, a creditor of the partnership with respect to the distribution. However, the partnership’s obligation to make a distribution is subject to offset …

(a) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership, other than liabilities to partners on account of their…

(a) Subject to subsection (f), a partner, without having any particular purpose for seeking the information, may inspect and copy during regular hours at a reasonable location specified by the partnership, required information and any other records maintained by the partnership r…

(a) The duties that a partner has to the partnership and to the other partners include the duty of loyalty and the duty of care as described in subsections (b) and (c). (b) A partner’s duty of loyalty to the partnership and to the other partners includes each of the following: (1…

A partner of a partnership shall be fully protected in relying in good faith upon the records of the partnership and upon information, opinions, reports, or statements presented by another partner or agent of the partnership, or by any other person as to matters the partner reaso…

(a) Except as provided in Sections 10A-8A-3.06, 10A-8A-8.06, or 10A-8A-8.07, a partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) Except as provide…

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so…

The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property. (Act 2018-125, §7.)

(a) A transfer, in whole or in part, of a partner’s transferable interest: (1) is permissible; (2) does not by itself cause the partner’s dissociation; (3) does not by itself cause a dissolution and winding up of the partnership; and (4) subject to Section 10A-8A-5.04, does not e…

(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and af…

If a partner dies, the deceased partner’s personal representative or other legal representative may: (a) for the period of time, if any, that the deceased partner’s personal representative or other legal representative holds the deceased partner’s transferable interest: (1) exerc…

A person is dissociated from a partnership as a partner upon the occurrence of any of the following events: (1) the partnership has notice of the person’s express will to dissociate as a partner, except that if the person specifies a dissociation date later than the date the part…

(a) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-8A-6.01(1). (b) A person’s dissociation is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) in th…

(a) If a person’s dissociation results in a dissolution and winding up of the partnership business or not for profit activity, Article 8 applies; otherwise, Article 7 applies. (b) Upon a person’s dissociation as a partner: (1) the person’s right to participate in the management a…

(a) If a person is dissociated as a partner from a partnership without resulting in a dissolution and winding up of the partnership business or not for profit activity under Section 10A-8A-8.01, the partnership shall cause that person’s transferable interest in the partnership ow…

(a) For one year after a person dissociates as a partner without resulting in a dissolution and winding up of the partnership business or not for profit activity, the partnership, including a surviving partnership or other surviving entity under Article 9 of this chapter and Arti…