Title 29, Partnership
5 chapters · 280 sections in this title.
A.R.S. § 29-301 Definitions
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In this chapter, unless the context otherwise requires: 1. "Certificate of limited partnership" means the certificate referred to in section 29-308, and the certificate as amended or restated. 2. "Contribution" means any cash, property, services rendered, or promissory note or ot…
A.R.S. § 29-302 Name
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The name of each limited partnership as set forth in its certificate of limited partnership: 1. Shall contain the words "limited partnership" or the initials "l.p." or "LP", in upper or lower case; 2. May not contain the name of a limited partner unless: (a) It is also the name o…
A.R.S. § 29-303 Reservation of name
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A. The exclusive right to the use of a name may be reserved by: 1. Any person intending to organize a limited partnership under this act and to adopt that name; 2. Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, …
A.R.S. § 29-304 Specified office and agent
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A. Each limited partnership shall continuously maintain in this state: 1. An office, which may but need not be a place of its business in this state, at which shall be kept the records required by section 29-305 to be maintained; and 2. An agent for service of process on the limi…
A.R.S. § 29-305 Records to be kept
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A. Each limited partnership shall keep at the office referred to in section 29-304, paragraph 1 the following: 1. A current list of the full name and last known business address of each partner separately identifying the general partners in alphabetical order and the limited part…
A.R.S. § 29-306 Nature of business
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A limited partnership may carry on any business that a partnership without limited partners may carry on except banking and insurance.
A.R.S. § 29-307 Business transactions of partner with partnership
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Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
A.R.S. § 29-308 Certificate of limited partnership
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A. In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth all of the following: 1. The name of the limited partnership. 2. The address of the office and the n…
A.R.S. § 29-309 Amendment to certificate; restatement
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A. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth all of the following: 1. The name of the limited partnership. 2. The date of filing the certificate of limited …
A.R.S. § 29-310 Cancellation of certificate
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A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set fort…
A.R.S. § 29-311 Execution of certificates
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A. Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner: 1. An original certificate of limited partnership shall be signed by all general partners. 2. A certificate of amendment or a restated certi…
A.R.S. § 29-312 Execution by judicial act
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If a person required by section 29-311 to execute any certificate of limited partnership fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court in the county where the partnership office is located to direct…
A.R.S. § 29-313 Filing in office of secretary of state; acceptance
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A. Two signed copies of the certificate of limited partnership and of any restated certificate of limited partnership or any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation shall be delivered to the secretary of state. A person who…
A.R.S. § 29-314 Liability for false statement in certificate
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If any certificate of limited partnership or certificate of amendment, restated certificate of limited partnership or certificate of cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: 1. Any person who…
A.R.S. § 29-315 Scope of notice
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The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
A.R.S. § 29-316 Delivery of certificates to limited partners
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Upon the return by the secretary of state pursuant to section 29-313 of a certificate marked "filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unl…
A.R.S. § 29-317 Admission of limited partners
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A. A person becomes a limited partner: 1. At the time the limited partnership is formed; or 2. At any later time specified in the records of the limited partnership for becoming a limited partner. B. After the filing of a limited partnership's original certificate of limited part…
A.R.S. § 29-318 Voting
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Subject to section 29-319, the partnership agreement may grant to all or a specified group of the limited partners the right to vote on a per capita or other basis upon any matter.
A.R.S. § 29-319 Liability to third parties
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A. Except as provided in subsection D of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of…
A.R.S. § 29-320 Person erroneously believing himself limited partner
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A. Except as provided in subsection B, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by re…
A.R.S. § 29-321 Information
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Each limited partner has the right to: 1. Inspect and copy any of the partnership records required to be maintained by section 29-305; and 2. Obtain from the general partners from time to time upon reasonable demand: (a) True and full information regarding the state of the busine…
A.R.S. § 29-322 Admission of additional general partners
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After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional ge…
A.R.S. § 29-323 Events of withdrawal
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Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: 1. The general partner withdraws from the limited partnership as provided in section…
A.R.S. § 29-324 General powers and liabilities
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A. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. B. Except as provided in this chapter, a general …
A.R.S. § 29-325 Contributions by general partner
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A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and …
A.R.S. § 29-326 Voting
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The partnership agreement may grant to all or certain identified general partners the right to vote on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.
A.R.S. § 29-327 Form of contribution
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The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
A.R.S. § 29-328 Liability for contribution
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A. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing and signed by the limited partner. B. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforc…
A.R.S. § 29-329 Sharing of profits and losses
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The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated…
A.R.S. § 29-330 Sharing of distributions
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Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be…
A.R.S. § 29-331 Interim distributions
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Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events sp…
A.R.S. § 29-332 Withdrawal of general partner
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A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partn…
A.R.S. § 29-333 Withdrawal of limited partner
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A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw …
A.R.S. § 29-334 Distribution on withdrawal
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A. On the withdrawal of a limited partner, except as otherwise provided in writing in the partnership agreement, the withdrawn limited partner and his personal representatives, successors and assigns do not have the right to receive any distribution by reason of withdrawal, but h…
A.R.S. § 29-335 Distribution in kind
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Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreem…
A.R.S. § 29-336 Right to distribution
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At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
A.R.S. § 29-337 Limitations on distribution; treatment as income
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A. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of t…
A.R.S. § 29-338 Liability on return of contribution
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A. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent …
A.R.S. § 29-339 Nature of partnership interest
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A partnership interest is personal property.
A.R.S. § 29-340 Assignment of partnership interest
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Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entit…
A.R.S. § 29-341 Rights of judgment creditor
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On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only t…
A.R.S. § 29-342 Right of assignee to become limited partner
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A. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: 1. The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or 2. All other partner…
A.R.S. § 29-343 Power of estate of deceased or incompetent partner
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If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property the partner's executor, administrator guardian, conservator or other legal representative may exercise all the partner's rights for the …
A.R.S. § 29-344 Nonjudicial dissolution
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A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: 1. At the time, if any, specified in the certificate of limited partnership. 2. Upon the happening of events specified in writing in the partnership agr…
A.R.S. § 29-345 Judicial dissolution
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On application by or for a partner or assignee or any other successor in interest of a partner, the superior court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
A.R.S. § 29-346 Winding up
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Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership's affairs, but the superior court may wind up the limited partnership's affairs upon…
A.R.S. § 29-347 Distribution of assets
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Upon the winding up of a limited partnership, the assets shall be distributed as follows: 1. To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to p…
A.R.S. § 29-348 Law governing
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Subject to the constitution of this state: 1. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; and 2. A foreign limited partnership may not be…
A.R.S. § 29-349 Registration
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Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited part…
A.R.S. § 29-350 Issuance of registration
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A. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall: 1. Endorse on the application the word "filed", and the month, day and year of the filing thereof; 2. File in his office a duplicate original o…