Title 29 — Partnership

A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words "limited partnership" or the initials "L.P." or "LP", in uppercase or lowercase …

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office…

A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the fo…

A. A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state. B. The failure of a foreign limited partnership to register in this state does not impair the vali…

The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed…

In a derivative action, the plaintiff shall be a partner at the time of bringing the action and: 1. Shall have been a partner at the time of the transaction of which he complains; or 2. His status as a partner shall have devolved upon him by operation of law or pursuant to the te…

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, and shall d…

This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this act among states enacting it.

This chapter may be cited as the uniform limited partnership act.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end the provisions of …

In any case not provided for in this chapter: 1. Chapter 5 of this title governs all limited partnerships formed from and after July 20, 1996. 2. All limited partnerships formed before July 20, 1996 are governed by chapter 2 of this title until the earlier of January 1, 2000 or t…

A. For purposes of this chapter a limited partnership formed under any prior statute of this state and in existence on July 24, 1982 is deemed an existing limited partnership. An existing limited partnership and its partners are governed by this chapter and have the same rights a…

The enactment of this chapter does not affect any right accrued or established or any liability or penalty incurred under any prior statute relating to limited partnerships.

The secretary of state shall charge and collect in advance and deposit, pursuant to sections 35-146 and 35-147, in the state general fund the following fees: 1. Filing a certificate of limited partnership, ten dollars, plus three dollars per page. 2. Filing a certificate of amend…

A. A limited partnership is a limited liability partnership as well as a limited partnership if it: 1. Qualifies as a limited liability partnership as provided in section 29-1101 as permitted by its written partnership agreement or, if its written partnership agreement is silent,…

A. In this article, unless the context otherwise requires: 1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable. 2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.…

A. If a plan is approved as provided by section 29-370, a domestic limited partnership may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and: 1. Chapter 6, article 2 of this title for a merger. 2. Chapter 6, articl…

The plan must be approved by all of the partners or a number or percentage specified for the transaction in the partnership agreement.

A. If the post-transaction entity is a domestic limited partnership, a partner of the post-transaction entity is liable for: 1. All obligations of an entity that is a party to or otherwise undertakes the transaction for which the partner was personally liable before the transacti…