Title 35, Title 35

(1) Except as provided in subsection (2), a partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between t…

(1) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnershi…

(1) The secretary of state shall treat a facsimile copy of a document that is required or permitted to be filed under this chapter and the signatures on the facsimile copy in the same manner as an original for purposes of this chapter. If all other requirements are met, the date …

(1) A signed statement filed pursuant to this chapter must be delivered to the secretary of state. If the secretary of state determines that the statement conforms to the filing provisions of this chapter and all required filing fees have been paid, the secretary of state shall: …

Except as provided in 35-10-710, the law of the state in which a partnership has its chief executive office governs the partnership's internal affairs.

A partnership governed by this chapter is subject to any amendment or repeal of this chapter.

A partnership is an entity.

(1) Except as provided in subsection (2), the association of two or more persons to carry on as co-owners a business for profit creates a partnership, whether or not the persons intend to create a partnership. (2) An association created under a statute other than this chapter, a …

(1) Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually. (2) Property is partnership property if acquired in the name of: (a) the partnership; or (b) one or more partners with an indication in the inst…

Subject to the effect of a statement of partnership authority pursuant to 35-10-310: (1) each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on …

(1) Subject to the effect of a statement of partnership authority pursuant to 35-10-310: (a) partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name; (b) partnership property held in th…

(1) 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 business of the partnership or with the authority of the partnership. …

(1) Except as provided in subsection (2), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (2) Except as provided in subsections (3) and (4), a partner of a limited liability partnersh…

(1) If a person, by words 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 who are not partners, the purported partner is liable to a person to whom the representation is made: (a) if that p…

A person admitted as a partner into a partnership is liable for all obligations of the partnership incurred before the person's admission as if the person were a partner when the obligations were incurred, but the liability may be satisfied only out of partnership property.

(1) A partnership may file a statement of partnership authority, which: (a) must include: (i) the name of the partnership; (ii) the street address of its chief executive office and of one office in this state, if there is one; (iii) the names and mailing addresses of all of the p…

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to 35-10-310(2) may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial o…

(1) A partnership may sue and be sued in the name of the partnership. (2) An action may be brought against the partnership and any or all of the partners who are personally liable for obligations of the partnership under 35-10-307 or 35-10-629 in the same action or in separate ac…

(1) A partnership shall establish an account for each partner. The partnership shall credit the account with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, that the partner contributes to the partnership and the partner's …

(1) A partnership shall keep its books and records, if any, at its chief executive office. (2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and …

Each partner and the partnership, on demand, shall furnish to a partner and to the legal representative of a deceased partner or of a partner under legal disability, to the extent just and reasonable, complete and accurate information concerning the partnership.

(1) 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 this section. (2) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (a) to account to …

(1) 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 duties of the partners remain the same as they were at the expiration or completion, so f…

A partner has no right to receive and may not be required to accept a distribution in kind.

A partner is liable to the partnership for a breach of the partnership agreement if there is a violation of a duty to the partnership that causes harm to the partnership.

(1) 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 that causes harm to the partnership. (2) A partner may maintain an action against the partnership or another partner for legal or…

(1) On application by a judgment creditor of a partner or partner's transferee, a court having jurisdiction may charge the transferable interest of the debtor partner or transferee to satisfy the judgment. The court may appoint a receiver of the debtor's share of the distribution…

(1) If a writ of attachment is levied upon the interest in a partnership of one or more of the partners, the other partners who are not defendants in the action or any of them may, at any time before final judgment, apply to the judge who granted the writ or to the court, upon an…

A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred either voluntarily or involuntarily.

The only transferable interest of a partner in the partnership is the partner's interest in distributions. The interest is personal property.

(1) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (a) is permissible; (b) does not by itself cause a dissolution and winding up of the partnership business; and (c) does not, as against the other partners or the partnership, entitle the…

A partnership continues after dissolution until the winding up of its business is completed, at which time the partnership is terminated.

(1) 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, the district court, for good cause, may order judicial supervision of th…

A partner is dissociated from a partnership upon: (1) receipt by the partnership of notice of the partner's express will to withdraw as a partner or upon any later date specified in the notice; (2) an event agreed to in the partnership agreement as causing the partner's dissociat…

(1) A partner's dissociation is wrongful only if: (a) it is in breach of an express provision of the partnership agreement; or (b) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (…

(1) If a partner's dissociation results in a dissolution and winding up of the partnership business, 35-10-602, 35-10-609, and 35-10-624 through 35-10-629 apply; otherwise 35-10-619 through 35-10-623 apply. (2) Upon a partner's dissociation: (a) the partner's right to participate…

(1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under 35-10-624, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursua…

(1) For 2 years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under 35-10-635 through 35-10-637 and 35-10-641 through 35-10-644, is bound by an act of the dissociated p…

(1) 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 dissociation except as provided in subsection (2). (2) A pa…

(1) 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. (2) If a statement of dissociation is filed, the statement must be filed with the same entity with which…

Continued use of a partnership name or a dissociated partner's name as part of the partnership by the partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

Except as provided in 35-10-625, a partnership is dissolved and its business must be wound up only upon: (1) receipt by a partnership at will of notice from a partner, other than a partner who is dissociated under 35-10-616(2) through (10), of that partner's express will to withd…

(1) Except as provided in subsection (2), a partnership of more than two persons is not dissolved until 90 days after receipt by the partnership of notice from a partner under 35-10-624(1) or (2)(a), and its business may be continued until that date as if no notice were received.…

Subject to 35-10-627, a partnership is bound by a partner's act after dissolution that: (1) is appropriate for winding up the partnership business; or (2) would have bound the partnership under 35-10-301 before dissolution if the other party to the transaction did not have notice…

(1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (2) If a statement of dissolution is filed, the statement must be fil…