Title 23, Corporations And Partnerships

[§425E-106] Governing law. 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. [L 2003, c 210, pt of §1]

[§425E-107] Supplemental principles of law; rate of interest. (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…

§425E-108 Name. (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 shall contain the phrase "limited partnership" or the abbreviation "L.P." or "LP", and shall not co…

[§425E-108.5] Administrative order of abatement for infringement of limited partnership name. (a) Any domestic limited partnership or limited liability limited partnership in good standing or foreign limited partnership or limited liability limited partnership authorized to trans…

[§425E-109] Reserved name. (a) A person may reserve the exclusive use of a name that complies with section 425E-108 including a fictitious name for a foreign limited partnership whose name is not available, by delivering an application to the director for filing. The application …

[§425E-110] Effect of partnership agreement; nonwaivable provisions. (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 …

ARTICLE 11. CONVERSION AND MERGER §425E-1101 Definitions. As used in this article: "Association" means an association organized under chapter 421 or 421C. "Constituent limited partnership" means a constituent organization that is a limited partnership. "Constituent organization" …

[§425E-1102] Conversion into or from limited partnerships. (a) A domestic limited partnership may adopt a plan of conversion and convert to a foreign limited partnership or any other entity if: (b) Any foreign limited partnership or other entity may adopt a plan of conversion and…

§425E-1103 Articles of conversion. (a) If a plan of conversion has been approved in accordance with section 425E-1102 and has not been abandoned, articles of conversion shall be executed by a partner, officer, or other duly authorized representative of the converting entity and s…

[§425E-1104] Effective date of the conversion. A conversion takes effect upon the filing date of the articles of conversion, or on the date subsequent to the filing set forth in the articles of conversion; provided that the effective date shall not be more than thirty days from t…

§425E-1105 Effect of conversion. When a conversion becomes effective:

[§425E-1106] Merger. (a) Pursuant to a plan of merger, a domestic or foreign limited partnership or limited liability limited partnership may merge with one or more domestic professional corporations or with one or more limited partnerships, limited liability limited partnerships…

§425E-1107 Articles of merger. (a) After a plan of merger is approved, articles of merger shall be signed on behalf of each limited partnership and each other entity that is a party to the merger, and shall be delivered to the director for filing. The articles shall set forth: (b…

[§425E-1108] Effective date of the merger. A merger takes effect upon the filing date of the articles of merger, or on the date subsequent to the filing as set forth in the articles of merger; provided that the effective date shall not be more than thirty days from the filing dat…

§425E-1109 Effect of merger. (a) When a merger becomes effective: (b) If a surviving entity fails to appoint or maintain an agent designated for service of process in this State or the agent for service of process cannot with reasonable diligence be served, service of process may…

[§425E-111] Required information. A limited partnership shall maintain at its registered office the following information:

[§425E-1110] Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status. (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organizati…

[§425E-1111] Liability of general partners after conversion or merger. (a) A conversion or merger under this article does not discharge any liability under sections 425E-404 and 425E-607 of a person that was a general partner in or dissociated as a general partner from a converti…

[§425E-1112] Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. (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 …

[§425E-1113] Article not exclusive. This article shall not preclude an entity from being converted or merged under other law. [L 2003, c 210, pt of §1]

§425E-1114 Foreign mergers. (a) Whenever a foreign entity authorized to transact business in this State shall be a party to a statutory merger permitted by the laws of the state or country under the laws of which it is organized, and the foreign entity shall be the surviving enti…

[§425E-112] Business transactions between a partner and the partnership. 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 who is not a partner. [L…

[§425E-113] Dual capacity. A person may be both a general partner and a limited partner. A person that is both a general and limited partner shall have the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. …

§425E-114 Registered agent. Each domestic limited partnership or foreign limited partnership shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be:

§425E-115 Designation or change of registered agent. (a) A domestic limited partnership or foreign limited partnership that does not already have a registered agent shall designate its registered agent by complying with the requirements of section 425R-4. (b) A domestic or foreig…

§425E-116 Resignation of registered agent. A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2003, c 210, pt of §1; am L 2009, c 55, §42]

[§425E-117] Service on the partnership. (a) Service of any notice or process authorized by law issued against any limited partnership, whether domestic or foreign, by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any regis…

[§425E-118] Consent and proxies of partners. 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 par…

ARTICLE 12. MISCELLANEOUS PROVISIONS [§425E-1201] Uniformity of application and construction. In applying and construing this chapter, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. [L 2003,…

[§425E-1202] Severability clause. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity shall not affect other provisions or applications of this chapter which can be given effect without the invalid provision or applica…

[§425E-1203] Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, Title 15 United States Code section 7001 et seq.; provided that this chapter doe…

§425E-1204 Application to existing relationships. (a) Before December 31, 2004, this chapter governs only: (b) Except as otherwise provided in subsection (c), on and after December 31, 2004, this chapter shall govern all limited partnerships. (c) With respect to a limited partner…

[§425E-1205] Savings clause. This chapter shall not affect an action commenced, proceeding brought, or right accrued before July 1, 2004. [L 2003, c 210, pt of §1]

[§425E-1206] Personal liability and penalty. (a) Any general partner who neglects or fails to comply with any provision of this chapter shall severally forfeit to the State $25 for each month the neglect or failure continues, to be recovered by action brought in the name of the S…

ARTICLE 2. FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP; OTHER FILINGS; FEES §425E-201 Certificate of limited partnership. (a) To form a limited partnership, a certificate of limited partnership shall be executed and delivered to the office of the director for filing. The certif…

[§425E-202] Amendment or restatement of certificate. (a) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the director for filing an amendment or, pursuant to article 11, articles of merger stating: (b) A limited partnership shall w…

[§425E-203] Statement of termination. (a) A dissolved limited partnership that has completed winding up may deliver to the director for filing a statement of termination that states: (b) A limited partnership shall be terminated upon the effective date of its statement of termina…

[§425E-204] Execution of records. (a) Each record delivered to the director for filing pursuant to this chapter shall be executed in the following manner: (b) Any person may sign by an attorney-in-fact any record to be filed pursuant to this chapter. [L 2003, c 210, pt of §1]

[§425E-205] Signing and filing pursuant to judicial order. (a) If a person required by this chapter to sign a record or deliver a record to the director for filing does not do so, any other person that is aggrieved may petition the circuit court to order: (b) If the person aggrie…

[§425E-206] Filing in the office of the director; effective time and date. (a) A certified and executed certificate of limited partnership, any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, an application for registration as a f…

[§425E-206.5] Filing requirements; filing duty of the director. (a) To be entitled to filing by the director a document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements. (b) The document shall contain the info…

[§425E-207] Correcting a filed document. (a) A domestic or foreign limited partnership may correct a document filed by the director if the document: (b) A document is corrected: (c) A certificate of correction shall be effective as of the effective date of the document it correct…

§425E-208 Liability for false information in a filed record. (a) If a record delivered to the director for filing under this chapter contains false information, any person that suffers loss by reliance on the false information may recover damages for the loss from: (b) Signing a …

[§425E-209] Certificates and certified copies to be received in evidence. All certificates issued by the director pursuant to this chapter, and all copies of documents filed in the director's office pursuant to this chapter when certified by the director, shall be taken and recei…

§425E-210 Annual statement. (a) Each limited partnership and each foreign limited partnership authorized to transact business in this State shall deliver to the director for filing an annual statement that sets forth: (b) The annual statement shall be filed within the time period…

§425E-211 Fees for filing documents and issuing certificates. (a) The following fees shall be paid to the director upon the filing of limited partnership documents: (b) The director shall charge and collect: (c) All fees collected under this section shall be managed in accordance…