Title 35, Title 35

(1) A limited partnership may not make a distribution in violation of the partnership agreement. (2) A limited partnership may not make a distribution if after the distribution: (a) the limited partnership would not be able to pay its debts as they become due in the ordinary cour…

(1) A general partner that consents to a distribution made in violation of 35-12-1010 is personally liable to the limited partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in con…

(1) Except as provided in subsection (2), a person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (2) A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following e…

(1) Upon a person's dissociation as a limited partner: (a) subject to 35-12-1105, the person does not have further rights as a limited partner; (b) the person's obligation of good faith and fair dealing as a limited partner under 35-12-707(2) continues only as to matters arising …

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) the limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person; (2) an…

(1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to 35-12-1018(1). (2) A person's dissociation as a general partner is wrongful only if: (a) it is in breach of an express provision of the partnership agr…

(1) Upon a person's dissociation as a general partner: (a) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (b) the person's duty of loyalty as a general partner under 35-12-811(2)(c) terminates; (c) …

(1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Title 35, chapter 12, part 15, or merged out of existence under Title 35, chapter 12, part 15, the limited partnership is bound by an act of the person only if:…

(1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (2) and (3), the person is not liable f…

(1) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment, with interest. To the extent charged, the jud…

If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in 35-12-1107 and, for the purpose of settling the estate, may exercise the rights of a current limited partner under 35-12-705.

The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property.

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

(1) Except as otherwise provided in 35-12-1202, a limited partnership is dissolved and its affairs may be wound up only upon the occurrence of any of the following: (a) on the happening of an event specified in the partnership agreement; (b) the consent of all general partners an…

On application by a partner, the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.

(1) A limited partnership continues after dissolution only for the purpose of winding up its activities. (2) In winding up its activities, the limited partnership: (a) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve th…

(1) A limited partnership is bound by a general partner's act after dissolution that: (a) is appropriate for winding up the limited partnership's activities; or (b) would have bound the limited partnership under 35-12-806 before dissolution if, at the time the other party enters …

(1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under 35-12-1211(1) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable: (a) to the limited partnership for an…

(1) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (2). (2) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must: (a) specify the information r…

(1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. (2) The notice must: (a) be published at least once in a newspaper of general circulation in …

If a claim against a dissolved limited partnership is barred under 35-12-1213 or 35-12-1214, any corresponding claim under 35-12-803 is also barred.

(1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners th…

(1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized, including the laws of a federally recognized Indian tribe, govern relations among the partners of the foreign limited partnership and between the partners and the foreign limit…

Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state the application for registration as a foreign limited partnership, signe…

(1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership shall deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under 35-12-614. (2) A …

(1) Activities of a foreign limited partnership that do not constitute transacting business in this state within the meaning of 35-12-1309 through 35-12-1313 include: (a) maintaining, defending, and settling an action or proceeding; (b) holding meetings of its partners or carryin…

Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application, shall prepare, sign, and file a certifica…

(1) The application for renewal of certification of a foreign limited partnership must be executed by the general partners and delivered to the secretary of state. The application must include the following information: (a) the name of the foreign limited partnership or the ficti…

(1) A foreign limited partnership whose name does not comply with 35-12-505 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with 35-12-505. A foreign limited partnership that adopts …

(1) A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the secretary of state in the manner provided in subsections (2) and (3) if the foreign limited partnership does not: (a) pay any fee, tax, or penalty due to the s…

(1) A foreign limited partnership may amend its certificate of authority to transact business by delivering to the secretary of state for filing an amendment stating: (a) the name of the foreign limited partnership; (b) the date of filing of the foreign limited partnership's init…

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 limited partnership to bring an action to enforce the right and the general partners do not bring…

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that was a partner when the conduct giving rise to the action occurred; or (2) whose status as a partner devolved by operation of law or pursuant to the terms of …

In a derivative action, the complaint must state with particularity: (1) the date and content of the plaintiff's demand and the general partners' response to the demand; or (2) why the demand should be excused as futile.

(1) Except as provided in subsection (2): (a) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; (b) if the derivative plaintiff receives any proceeds, the d…

(1) Subject to subsection (2), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of t…

As used in this part, the following definitions apply: (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) "Converted organization" means the orga…

(1) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to 35-12-1501 through 35-12-1505 and a plan of conversion if: (a) the other organization's governing statute authorize…

(1) Subject to 35-12-1515, a plan of conversion must be consented to by all the partners of a converting limited partnership. (2) Subject to 35-12-1515 and any contractual rights, after a conversion is approved, and at any time before a filing is made under 35-12-1504, a converti…

(1) After a plan of conversion is approved: (a) a converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include: (i) a statement that the limited partnership has been converted into another organization; (ii) the name…

(1) An organization that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) all property owned by the converting organization remains vested in the converted organization; (b) al…

(1) A limited partnership may merge with one or more other constituent organizations pursuant to 35-12-1512 through 35-12-1514, this section, and a plan of merger if: (a) the governing statute of each of the other organizations authorizes the merger; (b) the merger is not prohibi…

(1) Subject to 35-12-1515, a plan of merger must be consented to by all the partners of a constituent limited partnership. (2) Subject to 35-12-1515 and any contractual rights, after a merger is approved and at any time before a filing is made under 35-12-1513, a constituent limi…

(1) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (a) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (b) each other preexisting constituen…

(1) When a merger becomes effective: (a) the surviving organization continues or comes into existence; (b) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (c) all property owned by each constituent organization that …

(1) If a partner of a converting limited partnership or constituent limited partnership will have personal liability with respect to a converted organization or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of…