Title 10A

(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…

(a) A person’s dissociation as a partner does not of itself discharge that person’s liability for a partnership obligation incurred before dissociation. A person dissociated as a partner is not liable for a partnership obligation incurred after dissociation, except as provided in…

(a) A person dissociated as a partner or the partnership may file a statement of dissociation stating the name of the partnership and that the person is dissociated as a partner from the partnership. (b) A statement of dissociation is a limitation on the authority of a person dis…

Continued use of a partnership name, or a person’s name that is dissociated as a partner as part thereof, by partners continuing the business or not for profit activity does not of itself make the person dissociated as a partner liable for an obligation of the partners or the par…

A partnership is dissolved, and its business or not for profit activity must be wound up, upon the occurrence of the first of the following events: (1) in a partnership at will, the partnership knows or has notice of a person’s express will to dissociate as a partner, other than …

(a) A dissolved partnership continues its existence as a partnership but may not carry on any business or not for profit activity except as is appropriate to wind up and liquidate its business or not for profit activity, including: (1) collecting its assets; (2) disposing of its …

(a) If a dissolved partnership has a partner or partners that have not dissociated, that partner or those partners shall wind up the business or not for profit activity of the partnership and shall have the powers set forth in Section 10A-8A-8.04. A person whose dissociation as a…

(a) After dissolution, a partnership is bound by the act of a partner or by the act of a dissociated partner acting as a partner under Section 10A-8A-8.03(a) which: (1) is appropriate for winding up the partnership’s business or not for profit activity; or (2) would have bound th…

(a) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by an act that is not appropriate for winding up the partnership’s business or not for profit activity, the partner is liable: (1) to the partnership for …

(a) A dissolved partnership may dispose of any known claims against it by following the procedures described in subsection (b) at any time after the effective date of the dissolution of the partnership. (b) A dissolved partnership may give notice of the dissolution in writing to …

(a) A dissolved partnership may publish notice of its dissolution and request that persons with claims against the dissolved partnership present them in accordance with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one time in a newspaper…

If a claim against a dissolved partnership is barred under Section 10A-8A-8.06 or 10A-8A-8.07, any corresponding claim under Sections 10A-8A-3.06, 10A-8A-7.03, and 10A-8A-8.05 is also barred. (Act 2018-125, §7.)

Upon the winding up of a partnership, the assets of the partnership, including any obligation under Sections 10A-8A-4.03, 10A-8A-4.04, and 10A-8A-4.09, and any contribution required by this section, shall be applied as follows: (a) Payment, or adequate provision for payment, shal…

A partnership that has been dissolved may be reinstated upon compliance with the following conditions: (a) the consent shall have been obtained from the partners or other persons entitled to consent at the time that is: (1) required for reinstatement under the partnership agreeme…

A partnership that has dissolved, has filed a statement of dissolution, and is seeking to reinstate in accordance with Section 10A-8A-8.10, shall deliver to the Secretary of State for filing a certificate of reinstatement in accordance with the following: (a) A certificate of rei…

The name of a partnership following the filing of a certificate of reinstatement shall be determined as follows: (a) if the partnership is listed in the Secretary of State’s records as a partnership that has been dissolved, then the name of a partnership following reinstatement s…

(a) Subject to subsection (b), upon reinstatement, the partnership shall be deemed for all purposes to have continued its business or not for profit activity as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the…

As used in this article, unless the context otherwise requires, the following terms mean: (1) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article. (2) CONSTITUENT PARTNERSHIP means a constituent organization that is a partnership. (3) CONVE…

(a) An organization other than a partnership may convert to a partnership, and a partnership may convert to an organization other than a partnership pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion, if: (1) the governing statute of the …

(a) Subject to Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Section 10A-…

(a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), whi…

(a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organi…

(a) A partnership may merge with one or more other constituent organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not pro…

(a) Subject to Section 10A-8A-9.10, a plan of merger must be consented to by all the partners of a constituent partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 10A-8A-9.08…