Title 79, Corporations, Associations, and Partnerships

(a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c), t…

A transferable interest is personal property.

(a) A transfer, in whole or in part, of a transferable interest:(1) Is permissible;(2) Does not by itself cause a partner’s dissociation or a dissolution and winding up of the limited partnership’s activities and affairs; and(3) Subject to Section 79-14-704, does not entitle the …

(a) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor’s transferable in…

(1) If a partner dies, the deceased partner’s legal representative may exercise:(1) The rights of a transferee provided in Section 79-14-702(c); and(2) For the purposes of settling the estate, the rights of a current limited partner under Section 79-14-304. (1) The rights of a tr…

(a) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:(1) An event or circumstance that the partnership agreement states causes dissolution;(2) The affirmative vote or consent of all general partners a…

(a) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in Section 79-14-803, the partnership continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, the limited partnersh…

(a) A limited partnership may rescind its dissolution, unless the chancery court has entered an order under Section 79-14-801(a)(6) dissolving the partnership or the Secretary of State has dissolved the partnership under Section 79-14-811. (b) Rescinding dissolution under this se…

(a) A limited partnership is bound by a general partner’s act after dissolution which:(1) Is appropriate for winding up the partnership’s activities and affairs; or(2) Would have bound the partnership under Section 79-14-402 before dissolution if, at the time the other party ente…

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Section 79-14-804(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable:(1) To the partners…

(a) Except as otherwise provided in subsection (d), a dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). (b) A dissolved limited partnership may in a record notify its known claimants of the dissol…

(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice. (b) A notice under subsection (a) must:(1) Be published at least once in a newspaper of general circu…

(a) A dissolved limited partnership that has published a notice under Section 79-14-807 may file an application with the chancery court in the county where the limited partnership’s principal office is located or, if the principal office is not located in this state, in the Chanc…

If a claim against a dissolved limited partnership is barred under Section 79-14-806, 79-14-807, or 79-14-808, any corresponding claim under Section 79-14-404 or 79-14-607 is also barred.

(a) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners that are creditors. (b) After a limited partnership compli…

(a) The Secretary of State may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if the partnership does not:(1) Pay any fee, tax, or penalty due to the Secretary of State under this chapter or other law within sixty (60) days after it …

(a) A limited partnership that is administratively dissolved under Section 79-14-811 may apply to the Secretary of State for reinstatement not later than two (2) years after the effective date of dissolution. The application must state:(1) The name of the partnership at the time …

(a) If the Secretary of State denies a limited partnership’s application for reinstatement following administrative dissolution, the Secretary of State shall serve the partnership with a notice in a record that explains the reason or reasons for the denial. (b) A limited partners…

(a) Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partner’s interests, i…

(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 partnership to bring an action to enforce the right, and the general partners do not bring th…

(1) A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and:(1) Was a partner when the conduct giving rise to the action occurred; or(2) Whose status as a partner devolved on the …

(1) In a derivative action, the complaint must state with particularity:(1) The date and content of plaintiff’s demand and the response to the demand by the general partner; or(2) Why demand should be excused as futile. (1) The date and content of plaintiff’s demand and the respo…

(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnersh…

(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 plaintiff; and(2) If the plaintiff receives any proceeds, the plaintiff s…

(a) The law of the jurisdiction of formation of a foreign limited partnership governs:(1) The internal affairs of the partnership;(2) The liability of a partner as partner for a debt, obligation, or other liability of the partnership; and(3) The liability of a series of the partn…

(a) A foreign limited partnership may not do business in this state until it registers with the Secretary of State under this article. (b) A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to …

(1) To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the Secretary of State for filing. The statement must state:(1) The name of the partnership and, if the name does not comply with Section 79-14-114, an alt…

(1) A registered foreign limited partnership shall deliver to the Secretary of State for filing an amendment to its foreign registration statement if there is a change in:(1) The name of the partnership;(2) The partnership’s jurisdiction of formation;(3) An address required by Se…

(a) Activities of a foreign limited partnership which do not constitute doing business in this state under this article include:(1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding;(2) Carrying on any activity concerning its internal affairs, in…

(a) A foreign limited partnership whose name does not comply with Section 79-14-114 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with Section 79-14-114. A partnership that registers…

A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the Secretary of State for filing is deemed to have withdrawn its registration on the effective date of the …

(a) A registered foreign limited partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of withd…

(a) When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the Secretary of State to do business in this state, the foreign entity shall deli…

(a) The Secretary of State may terminate the registration of a registered foreign limited partnership in the manner provided in subsections (b) and (c) if the partnership does not:(1) Pay, not later than sixty (60) days after the due date, any fee, tax, interest, or penalty requi…

(a) A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the Secretary of State for filing. The statement of withdrawal must state:(1) The name of the partnership and its jurisdiction of formation;(2) That the partnersh…

The Attorney General may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this article.

(1) In this article:(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) “General partner” means a general partner of a limited partnership.(4) “Gove…

(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 79-14-1107 through 79-14-1109 and a plan of merger, if:(1) The governing statute of each of the other organizations authorizes the merger;(2) The merger is n…

(a) Subject to Section 79-14-1110, a plan of merger must be consented to by all the partners of a constituent limited partnership. (b) Subject to Section 79-14-1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under Section 79-14…

(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…

(a) If a partner of a constituent limited partnership will have personal liability with respect to a surviving organization, approval and amendment of a plan of merger are ineffective without the consent of the partner, unless:(1) The limited partnership’s partnership agreement p…

(a) A merger under this article does not discharge any liability under Sections 79-14-404 and 79-14-607 of a person that was a general partner in or dissociated as a general partner from a constituent limited partnership, but:(1) The provisions of this chapter pertaining to the c…

(a) An act of a person that immediately before a merger became effective was a general partner in a constituent limited partnership binds the surviving organization after the merger becomes effective, if:(1) Before the merger became effective, the act would have bound the constit…

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

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.