Title 23, Corporations And Partnerships

[§425-1.8] Execution of statements. Each statement or document required by this chapter to be filed with the director of commerce and consumer affairs shall be signed and certified by at least one partner. [L 2002, c 130, pt of §5]

§425-10 Taxes, etc., a prior lien on partnership property on dissolution. Upon dissolution of a general partnership, any lawful taxes, imposts, license fees or assessments for which the partnership, or any partner in respect thereof, is liable shall constitute a prior lien upon t…

§425-101 [Definitions.] As used in this part, unless the context otherwise requires: "Business" includes every trade, occupation, and profession. "Debtor in bankruptcy" means a person who is the subject of: "Director" means the director of commerce and consumer affairs. "Distribu…

§425-102 Knowledge and notice. (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: (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary …

§425-103 Effect of partnership agreement; nonwaivable provisions. (a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does …

§425-104 Supplemental principles of law. (a) Unless displaced by particular provisions of this part, the principles of law and equity supplement this part. (b) If an obligation to pay interest arises under this part and the rate is not specified, the rate is that specified in sec…

§425-105 Recording and notification of statements. (a) A certified copy of a statement that has been filed in the office of the director and recorded in the bureau of conveyances has the effect provided for recorded statements in this part. A recorded statement that is not a cert…

§425-106 Governing law. (a) Except as otherwise 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) The law of this State governs relat…

§425-107 Partnership subject to amendment or repeal of chapter. A partnership governed by this part is subject to any amendment to or repeal of this chapter. [L 1999, c 284, pt of §1]

Nature of Partnership §425-108 Partnership as entity. (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 section 425-153. [L 1999, c 28…

§425-109 Formation of partnership. (a) Except as otherwise provided in subsection (b), 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 und…

§425-11 Record of statements. The director shall keep books or files in which the information required by this chapter to be filed with the director shall be recorded. The books or files shall be open to public inspection. [L 1969, c 247, pt of §1; am L 1982, c 204, §8; am L 1983…

§425-110 Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. [L 1999, c 284, pt of §1]

§425-111 When property is partnership property. (a) Property is partnership property if acquired in the name of: (b) Property is acquired in the name of the partnership by a transfer to: (c) Property is presumed to be partnership property if purchased with partnership assets, eve…

Relations of Partners to Persons Dealing with Partnership §425-112 Partner agent of partnership. Subject to the effect of a partnership registration statement under section 425-1:

§425-113 Transfer of partnership property. (a) Partnership property may be transferred as follows: (b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under sectio…

§425-114 Partnership registration statement. (a) A filed registration statement supplements the authority of a partner to enter into transactions on behalf of the partnership as follows: (b) A person not a partner is deemed to know of a limitation on the authority of a partner to…

§425-115 Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or statu…

§425-116 Partnership liable for partner's actionable conduct. (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 busine…

§425-117 Partner's liability. (a) Except as otherwise provided in subsections (b) and (c), 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 e…

§425-118 Actions by and against partnership and partners. (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 section 425-117, any or all of the partners in the same ac…

§425-119 Liability of purported partner. (a) If a person, by word 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 rep…

§425-12 Fee for filing documents and issuing certificates. (a) The following fees shall be paid to the director of commerce and consumer affairs upon the filing of general partnership documents: (b) The director shall charge and collect: (c) All fees collected under this section …

Relations of Partners to Each Other and to Partnership §425-120 Partner's rights and duties. (a) Each partner is deemed to have an account that is: (b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses i…

§425-121 Distributions in kind. A partner has no right to receive, and shall not be required to accept, a distribution in kind. [L 1999, c 284, pt of §1]

§425-122 Partner's rights and duties with respect to information. (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 f…

§425-123 General standards of partner's conduct. (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 ot…

§425-124 Actions by partnership and partners. (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…

§425-125 Continuation of partnership beyond definite term or particular undertaking. (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 du…

Transferees and Creditors of Partner §425-126 Partner not co-owner of partnership property. 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. [L 1999, c 284, pt of §1]

§425-127 Partner's transferable interest in partnership. 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. [L 1999…

§425-128 Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (b) A transferee of a partner's transferable interest in the partnership has a right: (c) In a dissolution and winding up, a transfe…

§425-129 Partner's transferable interest subject to charging order. (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 …

§425-13 Personal liability and penalty. (a) If a partner neglects or fails to comply with any provision of this part, all partners shall be liable jointly and severally for all the debts and liabilities of the partnership, and may be severally sued therefor, without the necessity…

Partner's Dissociation §425-130 Events causing partner's dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events:

§425-131 Partner's power to dissociate; wrongful dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 425-130(1). (b) A partner's dissociation is wrongful only if: (c) A partner who wrongfully dissociat…

§425-132 Effect of partner's dissociation. (a) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 425-138 to 425-144 apply; otherwise, sections 425-133 to 425-137 apply. (b) Upon a partner's dissociation:

Partner's Dissociation When Business Not Wound Up §425-133 Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 425-138, the partnership shall cau…

§425-134 Dissociated partner's power to bind and liability to partnership. (a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership is bound by an act of the dissociated partner which would have b…

§425-135 Dissociated partner's liability to other persons. (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 …

§425-136 Statement of dissociation. (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 …

§425-137 Continued use of partnership name. 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 contin…

Winding Up Partnership Business §425-138 Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:

§425-139 Partnership continues after dissolution. (a) Subject to subsection (b), 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 di…

§425-14 Cancellation of registration. (a) The director may commence a proceeding to cancel the registration of a domestic or foreign general partnership if the partnership fails to: The cancellation of such registration or certificate shall not relieve the partners of liability f…

§425-140 Right to wind up partnership business. (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, a court of competent jur…