Title 4, Business and Commercial Law

(a) A partnership may merge with one (1) or more other constituent organizations under this section and §§ 4-46-907 — 4-46-909 and a plan of merger if:(1) The governing statute of each of the other organizations authorizes the merger;(2) The merger is not prohibited by the law of…

(a) Subject to § 4-46-910, a plan of merger must be consented to by all of the partners of a constituent partnership. (b) Subject to § 4-46-910 and to any contractual rights, until a merger is filed under § 4-46-908, a constituent partnership may amend the plan or abandon the pla…

(a) After each constituent organization has approved a merger, articles of merger must be signed by an authorized representative of each constituent organization and filed with the Secretary of State. (b) The articles of merger shall include:(1) The name and form of each constitu…

(a) When a merger becomes effective:(1) The surviving organization continues or comes into existence;(2) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;(3) All property owned by each constituent organization that cea…

(a) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner unless:(1) The partnership's…

(a) A conversion or merger under this chapter does not discharge any liability under § 4-46-306 or § 4-46-703 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but:(1) The provisions of this chapter pertaining to the colle…

(a) An act of a person that immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds the converted or surviving organization after the conversion or merger becomes effective if:(1) Before the conversion or merger be…

This chapter does not preclude an entity from being converted or merged under other law.

(a) Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of t…

(1) A partner may maintain a derivative action to enforce a right of a limited partnership if:(1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not …

(1) A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:(1) that was a partner when the conduct giving rise to the action occurred; or(2) whose status as a partner devolved upon the person by operation of law or pursuan…

(1) In a derivative action, the complaint must state with particularity:(1) the date and content of plaintiff's demand and the general partners' response to the demand; or(2) why demand should be excused as futile. (1) the date and content of plaintiff's demand and the general pa…

(a) Except as otherwise provided in subsection (b):(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff;(2) if the derivative plaintiff receives any proceed…

This chapter may be cited as the Uniform Limited Partnership Act (2001).

(1) In this chapter:(1) “Certificate of limited partnership” means the certificate required by § 4-47-201. The term includes the certificate as amended or restated.(2) “Contribution”, except in the phrase “right of contribution”, means any benefit provided by a person to a limite…

(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:(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; or(4) has …

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) A limited partnership may be organized under this …

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the part…

The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and may not contain the phrase “li…

(a) The exclusive right to the use of a name that complies with § 4-47-108 may be reserved by:(1) a person intending to organize a limited partnership under this chapter and to adopt the name;(2) a limited partnership or a foreign limited partnership authorized to transact busine…

(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners a…

(1) In this subchapter:(1) “Constituent limited partnership” means a constituent organization that is a limited partnership.(2) “Constituent organization” means an organization that is party to a merger.(3) “Converted organization” means the organization into which a converting o…

(a) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and §§ 4-47-1103 through 4-47-1105 and a plan of conversion, if:(1) the other organization's governing…

(a) Subject to § 4-47-1110, a plan of conversion must be consented to by all the partners of a converting limited partnership. (b) Subject to § 4-47-1110 and any contractual rights, after a conversion is approved, and at any time before a filing is made under § 4-47-1104, a conve…

(a) After a plan of conversion is approved:(1) a converting limited partnership shall deliver to the Secretary of State for filing articles of conversion, which must include:(A) a statement that the limited partnership has been converted into another organization;(B) the name and…

(a) An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect:(1) all property owned by the converting organization remains vested in the converted organization;(2…

(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and §§ 4-47-1107 through 4-47-1109 and a plan of merger, if:(1) the governing statute of each of the other organizations authorizes the merger;(2) the merger is not prohi…

(a) Subject to § 4-47-1110, a plan of merger must be consented to by all the partners of a constituent limited partnership. (b) Subject to § 4-47-1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under § 4-47-1108, a constituent …

(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:(1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and(2) each other preexisting constituent …

(a) When a merger becomes effective:(1) the surviving organization continues or comes into existence;(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;(3) all property owned by each constituent organization that cea…

(1) A limited partnership shall maintain at its designated office the following information:(1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited part…

(a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:(1) the limi…

(a) A conversion or merger under this chapter does not discharge any liability under §§ 4-47-404 and 4-47-607 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but:(1) the provisions of this chapter…

(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:(1) before the conver…

This chapter does not preclude an entity from being converted or merged under other law.

A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general …

(a) A limited partnership shall designate and continuously maintain in this State:(1) an office, which need not be a place of its activity in this State; and(2) an agent for service of process. (1) an office, which need not be a place of its activity in this State; and (2) an age…

(a) In order to change its designated office, a limited partnership or a foreign limited partnership may deliver to the Secretary of State for filing a statement of change containing:(1) the name of the limited partnership or foreign limited partnership;(2) the street and mailing…

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact.

In applying and construing this Uniform Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among States that enact it.

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 this chapter which can be given effect without the invalid provision or application, and to this end the provision…

This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but this chapter does not modify, limit, or supersede § 101(c) of that Act or authorize electronic delivery of any of the notices describe…

This chapter takes effect on September 1, 2007.