Title 29, Partnership

A. A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership…

A. Except as provided in subsection B, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. B. In the case of a limited liability partnership, the laws of this state go…

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.

A. A partnership is an entity distinct from its partners. B. A limited liability partnership is the same entity that existed before the filing of a statement of qualification under section 29-1101.

A. Except as otherwise provided in subsections B and C, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. B. An association formed under a statute other than this cha…

Property acquired by a partnership is property of the partnership and not of the partners individually.

A. Property is partnership property if acquired in the name of either: 1. The partnership. 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 ind…

Subject to the effect of a statement of partnership authority under section 29-1023: 1. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on i…

A. Partnership property may be transferred as follows: 1. Subject to the effect of a statement of partnership authority under section 29-1023, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the par…

A. A partnership may file a statement of partnership authority that: 1. Shall include: (a) The name of the partnership. (b) The street address of its chief executive office and of one office in this state, if there is one. (c) The names and mailing addresses of all of the partner…

A partner or any other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to section 29-1023, subsection B may file a statement of denial stating the name of the partnership and the fact that is being denied, inclu…

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 of the partnership or with authority of the partnership. B. …

A. Except as otherwise provided in subsections B, C and D of this section, 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 partnersh…

A. A partnership may sue and be sued in the name of the partnership. B. Except as otherwise provided in subsection F of this section, an action may be brought against the partnership and any or all of the partners in the same action or in separate actions. C. A judgment against a…

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 who are not partners, the purported partner is liable to a person to whom the representation is made, if that pers…

A. Each partner is deemed to have an account that is both: 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. 2. C…

A partner has no right to receive, and may not be required to accept, a distribution in kind.

A. A partnership shall keep its books and records, if any, at its chief executive office. B. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and re…

A. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections B and C. B. A partner's duty of loyalty to the partnership and the other partners is limited to the following: 1. To account…

A. 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. A partner may maintain an action against the partnership or another partner for legal or equ…

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, as …

A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.

A. A transfer, in whole or in part, of a partner's transferable interest in the partnership: 1. Is permissible. 2. Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business. 3. Does not, as against the other partners or the pa…

A. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become…

A partner is dissociated from a partnership on the occurrence of any of the following events: 1. The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner. 2. An event agreed to in the partnership agreement …

A. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 29-1051, paragraph 1. B. A partner's dissociation is wrongful only if either: 1. It is in breach of an express provision of the partnership agreement. 2. In the cas…

A. If a partner's dissociation results in a dissolution and winding up of the partnership business, article 8 of this chapter applies. Otherwise, article 7 of this chapter applies. B. On a partner's dissociation: 1. The partner's right to participate in the management and conduct…

A. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 29-1071, the partnership shall cause the dissociated partner's interest, if any, in the partnership to be purchased for a buyout price det…

A. For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, is bound by an act of the dissociated partner that would have bound the …

A. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection B o…

A. A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. B. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes…

Continued use of a partnership name, or a dissociated partner's name as part of a partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

A partnership is dissolved, and its business shall be wound up, only on the occurrence of any of the following events: 1. In a partnership at will, the partnership having notice from a partner, other than a partner who is dissociated under section 29-1051, paragraphs 2 through 10…

A. Subject to subsection B of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. If the partnership is a limited liability partnership, its status…

A. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the superior court, for good cause shown, may order judicial supervision o…

Subject to section 29-1075, a partnership is bound by a partner's act after dissolution that either: 1. Is appropriate for winding up the partnership business. 2. Would have bound the partnership under section 29-1021 before dissolution, if the other party to the transaction did …

A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. B. A statement of dissolution cancels a filed statement of partnership…

A. Except as otherwise provided in subsection B of this section or in section 29-1026, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 29-1074. B. A partner who, with knowledge of the dissolut…

A. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any s…

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 29-1083, a 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, article 3 of this titl…

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 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 transaction. 2. A…

A. A partnership or limited partnership may become a limited liability partnership pursuant to this section. B. The terms and conditions of a partnership or limited partnership becoming a limited liability partnership must be approved by the vote necessary to amend the partnershi…

The name of a limited liability partnership shall: 1. Contain the words "registered limited liability partnership", "limited liability partnership", the abbreviation "R.L.L.P.", "L.L.P." or the designation "RLLP" or "LLP", in uppercase or lowercase letters, except that the name o…