Title 29 — Partnership

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…

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…

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. 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…

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…

In this chapter, unless the context otherwise requires: 1. "Business" includes every trade, occupation and profession. 2. "Chief executive office" means the place from which the main part of the partnership's business is managed. 3. "Debtor in bankruptcy" means a person who is th…

A. A person knows a fact if the person has actual knowledge of it. B. A person has notice of a fact if the person either: 1. Knows of it. 2. Has received a notification of it. 3. Has reason to know it exists from all of the facts known to the person at the time in question. C. A …

A. Except as otherwise provided in subsection B of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations…

A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. B. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 44-1201.

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 …