Chapter 108A

Section 1. This chapter may be cited as the Uniform Partnership Act.

Section 10. (1) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisio…

Section 11. An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.

Section 12. Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have com…

Section 13. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership, or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred…

Section 14. The partnership is bound to make good the loss: (a) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (b) Where the partnership in the course of its business receives money or proper…

Section 15. (1) Except as provided in paragraph (2), all partners are liable: (a) Jointly and severally for everything chargeable to the partnership under sections thirteen and fourteen. (b) Jointly for all other debts and obligations of the partnership; but any partner may enter…

Section 16. (1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such r…

Section 17. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of…

Section 18. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (a) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership proper…

Section 19. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

Section 2. In this chapter, ''court'' includes every court and judge having jurisdiction in the case. ''Business'' includes every trade, occupation, or profession. ''Bankrupt'' includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent law. ''Convey…

Section 20. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.

Section 21. (1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct or liquidation of the partnership or from any …

Section 22. Any partner shall have the right to a formal account as to partnership affairs: (a) If he is wrongfully excluded from the partnership business or possession of its property by his co-partners, (b) If the right exists under the terms of any agreement, (c) As provided b…

Section 23. (1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as…

Section 24. The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to participate in the management.

Section 25. (1) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. (2) The incidents of this tenancy are such that: (a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an…

Section 26. A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.

Section 27. (1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the managemen…

Section 28. (1) On due application to the superior court by any judgment creditor of a partner, such court may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of…

Section 29. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

Section 3. (1) A person has ''knowledge'' of a fact within the meaning of this chapter, not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances show bad faith. (2) A person has ''notice'' of a fact within the meani…

Section 30. On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

Section 31. Dissolution is caused: (1) Without violation of the agreement between the partners, (a) By the termination of the definite term or particular undertaking specified in the agreement, (b) By the express will of any partner when no definite term or particular undertaking…

Section 32. (1) On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind, (b) A partner becomes in any other way incapable of performing his part of the…

Section 33. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership, (1) With respect to the partners, (a) When the dissolution is not …

Section 34. Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his co-partners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless (a) The dissolu…

Section 35. (1) After dissolution a partner can bind the partnership except as provided in paragraph (3) (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (b) By any transaction which would bind the partnership if …

Section 36. (1) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership credi…

Section 37. Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, that any partner, his legal representative, or h…

Section 38. (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his co-partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the part…

Section 39. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled— (a) To a lien on, or right of retention of, the surplus of the pa…

Section 4. (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (2) The law of estoppel shall apply under this chapter. (3) The law of agency shall apply under this chapter. (4) This chapter shall be so…

Section 40. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (a) The assets of the partnership are— I. The partnership property. II. The contributions of the partners specified in clause …

Section 41. (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or dies and his representative assigns, his rights in partnership property to two or more of the partners, or to one or more of the partners, and one or more th…

Section 42. When any partner retires or dies, and the business is continued under any of the conditions set forth in section forty-one (1)(2)(3)(5)(6), or section thirty-eight (2b), without any settlement of accounts as between him or his estate and the person or partnership cont…

Section 43. The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agree…

Section 44. Nothing in this chapter shall effect clause seven of section three of chapter two hundred and fourteen.

Section 45. (1) To become a registered limited liability partnership, a partnership shall file with the state secretary a registration stating the name of the partnership, the street address of its principal office in the commonwealth, the federal employer identification number o…

Section 46. The name of every registered limited liability partnership shall end with words ''registered limited liability partnership'', ''limited liability partnership'' or the abbreviation ''L.L.P.'' or ''LLP''.

Section 47. (1) A partnership, including a registered limited liability partnership, formed and existing under an agreement governed by the laws of this commonwealth, may conduct its business, carry on its operations, and have and exercise the powers granted by this act in any st…

Section 48. Any recordable instrument purporting to affect an interest in real property, including without limitation, any deed, lease, notice of lease, mortgage, discharge or release of mortgage, assignment of mortgage, easement, and certificate of fact, executed in the name of …

Section 49. A registered limited liability partnership shall be deemed to be in good standing with the secretary of the commonwealth if such registered limited liability partnership appears from the records of said secretary to have been duly registered and has filed all annual r…

Section 5. In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.

Section 6. (1) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of the commonwealth, a registered limited liability partnership. (2) But any association formed under any other statute …

Section 7. In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section sixteen persons who are not partners as to each other are not partners as to third persons. (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint pr…

Section 8. (1) All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property. (2) Unless the contrary intention appears, property acquired with partnership funds is partnership …

Section 9. (1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is…