Title 34 — Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts

Sec. 34-10. Formation of limited partnership; certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership must be executed as provided in section 34-10a and the certificate shall set forth: (1) The name of the limited partne…

Sec. 34-10a. Execution of certificates. (a) Each certificate required by this chapter to be filed in the office of the Secretary of the State shall be executed in the following manner: (1) An original certificate of limited partnership must be signed by all general partners named…

Sec. 34-10b. Filing requirements. (a) A signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation or of any certificate of merger or consolidation, or notice or any other docum…

Sec. 34-10c. Notice. The fact that a certificate of limited partnership is on file in the office of the Secretary of the State is notice that the partnership is a limited partnership and all persons designated therein as general partners are general partners and the persons desig…

Sec. 34-10d. Delivery of certificates to limited partners. Upon the return by the Secretary of the State pursuant to section 34-10b of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certi…

Sec. 34-11. Authorized types of business. A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking or insurance. (1961, P.A. 79, S. 3.)

Sec. 34-12. Form of contributions by partner. Section 34-12 is repealed. (1961, P.A. 79, S. 4; P.A. 79-440, S. 26; P.A. 85-197, S. 8.)

Sec. 34-13. Name. The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall contain without abbreviation the words “limited partnership”; (2) May not contain the name of a limited partner unless it is also the name of a general partner…

Sec. 34-13a. Reservation of name. (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 chapter and to adopt that name; (2) Any domestic limited partnership or any foreign limited partnership registe…

Sec. 34-13b. Specified office and agent for service of process. (a) Each limited partnership shall continuously maintain in this state 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 34-13c to be m…

Sec. 34-13c. Records to be kept. Each limited partnership shall keep at the office referred to in section 34-13b the following: (1) A current list of the full name and last known business address of each partner set forth in alphabetical order, (2) a copy of the certificate of li…

Sec. 34-13d. Interrogatories may be submitted by the Secretary of the State to any limited partnership as may be necessary to determine compliance under this chapter. (a) The Secretary of the State may propound to any limited partnership, domestic or foreign, subject to the provi…

Sec. 34-13e. Annual report. (a) Each limited partnership shall file an annual report by electronic transmission with the Secretary of the State that shall be due upon the anniversary of the formation of the limited partnership. Upon request of a limited partnership, the Secretary…

Sec. 34-13f. Failure to file report. Incorrect report. (a) Any limited partnership required to file an annual report as provided in section 34-13e, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is fi…

Sec. 34-14. Liability for false statement in certificates. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on such statement may recover damages for the loss from: (1) Any person wh…

Sec. 34-15. Liability of limited partners to third parties. (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…

Sec. 34-15a. Voting rights of limited partners. Subject to the provisions of section 34-15, 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. (P.A. 79-440, S. 17.)

Sec. 34-15b. Voting rights of general partners. 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. (P.A. 79-440, S. 25…

Sec. 34-16. Admission of additional limited partners. After the formation of a limited partnership, a person becomes a limited partner on the later of: (1) The date the limited partnership is formed; (2) In the case of a person acquiring a partnership interest directly from the l…

Sec. 34-17. General powers and liabilities of general partners. (a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership shall have all the rights and powers and be subject to all the restrictions of a partner in a partner…

Sec. 34-17a. Admission of additional general partners. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted only with the specific written consent of each partner; provided, if the partnership agreeme…

Sec. 34-18. Rights of limited partner. Each limited partner shall have the right to: (1) Inspect and copy any of the partnership records required to be maintained by section 34-13c; and (2) Obtain from the general partners from time to time on reasonable demand (i) true and full …

Sec. 34-19. Person erroneously believing himself a limited partner not a general partner, when. (a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that such person has bec…

Sec. 34-20. Contributions and sharing in profits, losses and distributions by general partners. Rights, powers, restrictions and liabilities of general partners who are also limited partners. A general partner of a limited partnership may make contributions to the partnership and…

Sec. 34-20a. Sharing of profits and losses by partners. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, pro…

Sec. 34-20b. Distributions and allocation of cash or other assets to partners. 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 the partnership agreement. If the partners…

Sec. 34-20c. Distributions in cash to partner; distributions in kind, when permitted. Except as provided 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 fo…

Sec. 34-20d. Interim distributions to partners before withdrawal from limited partnership and before dissolution or winding up thereof. Except as provided in this chapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the lim…

Sec. 34-20e. Partner's right to distribution. 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. (P.A. 79-440, S. 35.)

Sec. 34-21. Business transactions of partner with partnership. 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 resp…

Secs. 34-22 and 34-23. Priority among limited partners. Payment of compensation to limited partners. Sections 34-22 and 34-23 are repealed. (1961, P.A. 79, S. 14, 15; P.A. 79-440, S. 62.)

Sec. 34-24. Limitation on amount of distribution. 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 par…

Sec. 34-25. Liability of partner to contribute cash or property or perform services; obligation may be compromised with consent of all partners. Creditor may enforce obligation, when. (a) No promise by a limited partner to contribute to the limited partnership is enforceable unle…

Sec. 34-25a. Liability of partner upon return of any part of his contribution. (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…

-Sec. 34-26. Nature of partnership interest. A partnership interest is personal property. (1961, P.A. 79, S. 18; P.A. 79-440, S. 38.) History: P.A. 79-440 brought wording of section into conformity with newly adopted definitions of Sec. 34-9.

Sec. 34-27. Assignment of partnership interest. Nature of assignee's interest. Evidence of partner's interest. (a) 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 …

Sec. 34-27a. Right of assignee to become limited partner; liability for obligations of assignor. Continuing liability of assignor. (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…

Sec. 34-27b. Withdrawal of general partner; damages. 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 withdr…

Sec. 34-27c. Withdrawal of limited partner; notice. A limited partner may withdraw from a limited partnership in accordance with the partnership agreement. If the partnership agreement does not specify the time or the events upon the happening of which a limited partner may withd…

Sec. 34-27d. Distribution to partner upon withdrawal; payment of partner's fair value of his interest in limited partnership. Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the part…

Sec. 34-28. Person ceases to be general partner, when. Except as approved by a 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 withdra…

Sec. 34-28a. Nonjudicial dissolution of limited partnership. 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 specified in the partnership agreement; (2) upon the happening of events sp…

Sec. 34-28b. Judicial dissolution of limited partnerships. On application by or for a partner the superior court of the judicial district where the principal business of the partnership is carried on may decree dissolution of a limited partnership whenever it is not reasonably pr…

Sec. 34-28c. Winding up of limited partnership. (a) 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 cou…

Sec. 34-29. Powers of legal representative or successor of deceased, incompetent, dissolved or terminated partner. 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 execut…

Sec. 34-30. Rights of judgment creditor to charge partnership interest of partner. 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…

Sec. 34-31. Order of distribution of assets upon winding up of limited 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…

Sec. 34-32. Amendment of certificate. (a) A certificate of limited partnership shall be amended by filing a certificate of amendment thereto in the office of the Secretary of the State. The certificate shall set forth: (1) The name of the limited partnership; (2) The date of fili…

Sec. 34-32a. Cancellation of certificate. A certificate of limited partnership shall be cancelled upon the dissolution and the completion 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 offic…

Sec. 34-32b. Cancellation by forfeiture for failure to file annual report or maintain statutory agent for service. (a) The Secretary of the State may effect the cancellation of a limited partnership by forfeiture as provided in this section. (b) Whenever any limited partnership i…