Title 4, Business and Commercial Law

(a) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding in this State unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have in effect a state…

(a) Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of this subchapter include:(1) maintaining, defending, or settling an action or proceeding;(2) holding meetings of its partners or carrying on any other activ…

The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this State in violation of this subchapter.

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

This chapter may be cited as the Uniform Partnership Act (1996).

This chapter takes effect January 1, 2000.

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.

(a) The Secretary of State shall collect the following fees when the documents described in this chapter are delivered to him or her for filing: (1) | Statement of partnership authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . …

(a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under § 4-46-1001.

(a) Except as otherwise provided in subsection (b) of this section, 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 …

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:(1) the partnership; or(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 indica…

(1) Subject to the effect of a statement of partnership authority under § 4-46-303:(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 in…

(a) Partnership property may be transferred as follows:(1) Subject to the effect of a statement of partnership authority under § 4-46-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partner…

(a) A partnership may file a statement of partnership authority, which:(1) must include:(i) the name of the partnership;(ii) the street address of its chief executive office and of one office in this State, if there is one;(iii) the names and mailing addresses of all of the partn…

(1) A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to § 4-46-303(b) may file a statement of denial stating:(1) The name of the partnership;(2) The name of the person filing the denial; and(3)…

(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) and (c) 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 partne…

(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with § 4-46-306, any or all of the partners in the same action or in separate actions. (c) A judgment against a partnersh…

(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 not partners, the purported partner is liable to a person to whom the representation is made, if that person, rel…

(a) Each partner is deemed to have an account that is:(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; and(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 …

(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) of this section. (b) A partner's duty of loyalty to the partnership and the other partners is limited to the fo…

(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 e…

(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, so…

A partner is not a co-owner of partnership property and has no interest in partnership property which 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; and(3) does not, as against the other partners or t…

(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 becom…

(1) A partner is dissociated from a partnership upon 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 agre…

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 4-46-601(1). (b) A partner's dissociation is wrongful only if:(1) it is in breach of an express provision of the partnership agreement; or(2) in the case of a partnershi…

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, § 4-46-801 et seq. applies; otherwise, § 4-46-701 et seq. applies. (b) Upon a partner's dissociation:(1) the partner's right to participate in the management and conduct of the pa…

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 4-46-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursu…

(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving organization under § 4-46-901 et seq., is bound by an act of the dissociated partner which would have b…

(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…

(a) A dissociated partner or the partnership may file a statement of dissociation stating:(1) The name of the partnership;(2) The name and mailing address of the dissociated partner;(3) That the partner is dissociated from the partnership; and(4) The date the dissociation is effe…

Continued use of a partnership name, or a dissociated partner's name as part thereof, 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.

(1) A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:(1) in a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under § 4-46-601(2)-(10), of that partn…

(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. (b) At any time after the dissolution of a partnership and bef…

(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 court, for good cause shown, may order judicial supervision of the w…

(1) Subject to § 4-46-805, a partnership is bound by a partner's act after dissolution that:(1) is appropriate for winding up the partnership business; or(2) would have bound the partnership under § 4-46-301 before dissolution, if the other party to the transaction did not have n…

(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 partnersh…

(a) Except as otherwise provided in subsection (b) of this section and § 4-46-306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 4-46-804. (b) A partner who, with knowledge of the dissolution, inc…

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

(1) In this subchapter:(1) “Constituent partnership” means a constituent organization that is a partnership (including a limited liability partnership);(2) “Constituent organization” means an organization that is party to a merger;(3) “Converted organization” means the organizati…