Title 10A

A general partner of a limited partnership shall be fully protected in relying in good faith upon the records of the limited partnership and upon information, opinions, reports, or statements presented by another general partner or agent of the limited partnership, or by any othe…

A contribution by a partner may be made to a limited partnership as agreed by the partners. (Act 2016-379, §1.)

(a) A partner’s obligation to make a contribution to a limited 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 e…

All partners shall share equally in any distributions made by a limited partnership before its dissolution and winding up. (Act 2016-379, §1.)

A partner has a right to a distribution before the dissolution and winding up of a limited partnership as provided in the partnership agreement. A decision to make a distribution before the dissolution and winding up of the limited partnership is a decision in the ordinary course…

A partner’s dissociation does not entitle the dissociated partner to a distribution. (Act 2016-379, §1.)

A partner does not have a right to demand and receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in Section 10A-9A-8.09(c), a limited partnership may distribute an asset in kind if each partner receives a percentage of the…

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 limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is su…

(a) A limited 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 partnership, other than liabilities to partners on account of their transferable intere…

(a) A person does not have a right to dissociate as a limited partner before the dissolution and winding up of the limited partnership. (b) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) an event sta…

(a) Upon a person’s dissociation as a limited partner: (1) subject to Section 10A-9A-7.04, the person does not have further rights as a limited partner; (2) the person’s implied contractual covenant of good faith and fair dealing as a limited partner under Section 10A-9A-3.05(b) …

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

(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Section 10A-9A-6.03(1). (b) A person’s dissociation as a general partner is wrongful only if: (1) it is in breach of an express provision of the limite…

(a) Upon a person’s dissociation as a general partner: (1) the person’s right to participate as a general partner in the management and conduct of the partnership’s activities and affairs terminates; (2) the person’s duty to refrain from competing with the limited partnership in …

(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article 10 of this chapter or Article 8 of Chapter 1, the limited p…

(a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), the per…

The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property. (Act 2016-379, §1.)

(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 limited partnership; and (4) subject to Section 10A-9A-7.04, do…

(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 limited partnership is dissolved and its activities and affairs shall be wound up upon the occurrence of the first of the following events: (a) An event or circumstance that the partnership agreement states causes dissolution. (b) Consent of all partners to dissolve. (c) When t…

(a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties…

(a) If a dissolved limited partnership has a general partner or general partners that have not dissociated, that general partner or those general partners shall wind up the activities and affairs of the limited partnership and shall have the powers set forth in Section 10A-9A-8.0…

(a) A limited partnership is bound by a general partner’s act after dissolution which: (1) is appropriate for winding up the limited partnership’s activities and affairs; or (2) would have bound the limited partnership under Section 10A-9A-4.02 before dissolution, if, at the time…

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section 10A-9A-8.04(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable: (1) to the limit…

(a) A dissolved limited 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 limited partnership. (b) A dissolved limited partnership may give notice of the di…

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

If a claim against a dissolved limited partnership is barred under Section 10A-9A-8.06 or 10A-9A-8.07, any corresponding claim under Section 10A-9A-4.04 or 10A-9A-6.07 is also barred. (Act 2016-379, §1.)

Upon the winding up of a limited partnership, the assets of the limited partnership, including any obligation under Article 5 of this chapter, and any contribution required by this section, shall be applied as follows: (a) Payment, or adequate provision for payment, shall be made…

A limited 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…

(a) In order to reinstate a limited partnership under this article, a certificate of reinstatement shall be delivered for filing to the Secretary of State which certificate of reinstatement shall have attached thereto a true and complete copy of the limited partnership’s certific…

The name of a limited partnership following reinstatement shall be determined as follows: (a) If the limited partnership remains in the Secretary of State’s records as a limited partnership which has not been dissolved, then the name of the limited partnership following reinstate…

(a) Subject to subsection (b), upon reinstatement, the limited partnership shall be deemed for all purposes to have continued its activities and affairs as if dissolution had never occurred; and each right inuring to, and each debt, obligation, and liability incurred by, the limi…

(a) Subject to subsection (b), a partner may maintain a direct action against another partner or partners or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s …

A partner may commence or maintain a derivative action in the right of a limited partnership to enforce a right of the limited partnership by complying with this article. (Act 2016-379, §1, p. 934, ; Act 2025-281, §7.)

A partner may commence or maintain a derivative action in the right of the limited partnership only if the partner: (1) fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership; and (2) either: (A) was a partner o…

A partner may commence a derivative action in the right of the limited partnership, if: (a) the partner first makes a written demand upon general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not br…

In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff’s demand and the general partner’s response by the limited partnership to the demand; or (b) why the demand should be excused as futile. (Act 2016-379, §1.)

For the purpose of allowing the general partners and the limited partnership time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems appropriate. …

A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to partners of the limited partnership in such manner as the court directs. (Act 2016-379, §1.)

(a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any p…

In any derivative action in the right of a foreign limited partnership, the right of a person to commence or maintain a derivative action in the right of a foreign limited partnership, and any matters raised in the action covered by Sections 10A-9A-9.02 through 10A-9A-9.08, shall…

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

(a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to an organization other than a limited partnership pursuant to this section, Sections 10A-9A-10.03 through 10A-9A-10.05, and a plan of conversion, if:…

(a) Subject to Section 10A-9A-10.10, a plan of conversion must be consented to by all the partners of a converting limited partnership. (b) Subject to Section 10A-9A-10.10 and any contractual rights, after a conversion is approved, and at any time before a filing is made under Se…

(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…