Title PTR, Partnership

Section 1. Short title. This chapter shall be known as the\n"partnership law."\n

§ 10. Partnership defined. 1. A partnership is an association of two\nor more persons to carry on as co-owners a business for profit and\nincludes for all purposes of the laws of this state, a registered\nlimited liability partnership.\n 2. But any association formed under any o…

§ 100. Status of person erroneously believing himself a limited\npartner. A person who has contributed to the capital of a business\nconducted by a person or partnership erroneously believing that he has\nbecome a limited partner in a limited partnership is not, by reason of\nhi…

§ 101. One person both general and limited partner. (1) A person may\nbe a general partner and a limited partner in the same partnership at\nthe same time.\n (2) A person who is a general, and also at the same time a limited\npartner, shall have all the rights and powers and be …

§ 102. Loans and other business transactions with limited partner. (1)\nA limited partner also may loan money to and transact other business\nwith the partnership, and, unless he is also a general partner, receive\non account of resulting claims against the partnership, with gen…

§ 103. Relation of limited partners inter se. Where there are several\nlimited partners the members may agree that one or more of the limited\npartners shall have a priority over other limited partners as to the\nreturn of their contributions, as to their compensation by way of\…

§ 104. Compensation of limited partner. A limited partner may receive\nfrom the partnership the share of the profits or the compensation by way\nof income stipulated for in the certificate; provided, that after such\npayment is made, whether from the property of the partnership …

§ 105. Withdrawal or reduction of limited partner's contribution. (1)\nA limited partner shall not receive from a general partner or out of\npartnership property any part of his contribution until\n (a) All liabilities of the partnership, except liabilities to general\npartners …

§ 106. Liability of limited partner to partnership. (1) A limited\npartner is liable to the partnership\n (a) For the difference between his contribution as actually made and\nthat stated in the certificate as having been made, and\n (b) For any unpaid contributions which he agr…

§ 107. Nature of interest in partnership. A limited partner's\ninterest in the partnership is personal property.\n

§ 108. Assignment of interest. (1) A limited partner's interest is\nassignable.\n (2) A substituted limited partner is a person admitted to all the\nrights of a limited partner who has died or has assigned his interest in\na partnership.\n (3) An assignee, who does not become a …

§ 109. Effect of retirement, death or insanity of a general partner.\nThe retirement, death or insanity of a general partner dissolves the\npartnership, unless the business is continued by the remaining general\npartners\n (a) Under a right so to do stated in the certificate, or…

§ 11. Rules for determining the existence of a partnership. In\ndetermining whether a partnership exists, these rules shall apply:\n 1. Except as provided by section twenty-seven persons who are not\npartners as to each other are not partners as to third persons.\n 2. Joint tena…

§ 110. Death of limited partner. (1) On the death of a limited\npartner his executor or administrator shall have all the rights of a\nlimited partner for the purpose of settling his estate, and such power\nas the deceased had to constitute his assignee a substituted limited\npar…

§ 111. Rights of creditors of limited partner. (1) On due application\nto a court of competent jurisdiction by any judgment creditor of a\nlimited partner, the court may charge the interest of the indebted\nlimited partner with payment of the unsatisfied amount of the judgment\n…

§ 112. Distribution of assets. (1) In settling accounts after\ndissolution the liabilities of the partnership shall be entitled to\npayment in the following order:\n (a) Those to creditors, in the order of priority as provided by law,\nexcept those to limited partners on account…

§ 113. Certificate cancelled or amended. (1) The certificate shall be\ncancelled when the partnership is dissolved or all limited partners\ncease to be such.\n (2) A certificate shall be amended when\n (a) There is a change in the name of the partnership or in the amount\nor cha…

§ 114. Requirements for amendment or cancellation. (1) The writing to\namend a certificate shall\n (a) Conform to the requirements of subdivision one-a of section\nninety-one of this article, as far as necessary to set forth clearly the\nchange in the certificate which it is des…

§ 115. Parties to actions. A contributor, unless he is a general\npartner, is not a proper party to proceedings by or against a\npartnership, except where the object is to enforce a limited partner's\nright against or liability to the partnership, and except in cases\nprovided f…

§ 115-a. Limited partners' derivative action brought in the right of a\nlimited partnership to procure a judgment in its favor. 1. An action\nmay be brought in the right of a limited partnership to procure a\njudgment in its favor, by a limited partner, additional limited partne…

§ 115-b. Security for expenses in limited partners' derivative action\nbrought in the right of the limited partnership to procure a judgment in\nits favor. In any action specified in section one hundred fifteen-a of\nthis article, unless the contributions of or allocable to plai…

§ 115-c. Indemnification of general partner in actions in the right of\na limited partnership to procure a judgment in its favor. 1. No\nprovision made to indemnify general partners for the defense of any\naction brought pursuant to section one hundred fifteen-a of this\narticle…

§ 116. Short title. This article shall be known and may be cited as\nthe uniform limited partnership act.\n

§ 117. Rules of construction. (1) The rule that statutes in\nderogation of the common law are to be strictly construed shall have no\napplication to this article.\n (2) This article shall be so interpreted and construed as to effect\nits general purpose.\n (3) This article shall…

§ 118. Rules for cases not covered. In any case not provided for in\nthis article the rules of law and equity, including the law merchant,\nshall govern.\n

§ 119. Existing limited partnerships. (1) A limited partnership\nformed under any statute of this state prior to the adoption of this\narticle may become a limited partnership under this article by complying\nwith the provisions of section ninety-one, provided the certificate se…

§ 12. Partnership property. 1. All property originally brought into\nthe partnership stock or subsequently acquired, by purchase or\notherwise, on account of the partnership is partnership property.\n 2. Unless the contrary intention appears, property acquired with\npartnership …

§ 121-1001. Parties to actions. A limited partner, unless he is also a\ngeneral partner, is not a proper party to proceedings by or against a\npartnership, except where the object is to enforce a limited partner's\nright against or liability to the partnership and except in case…

§ 121-1002. Limited partners' derivative action. (a) A limited partner\nmay bring an action in the right of a limited partnership to recover a\njudgment in its favor if all general partners with authority to do so\nhave refused to bring the action or if an effort to cause those …

§ 121-1003. Security for expenses. In a derivative action, brought\npursuant to section 121-1002 of this article, unless the contributions\nof or allocable to the plaintiff or plaintiffs amount to five percent or\nmore of the contributions of all limited partners, in their statu…

§ 121-1004. Indemnification of general partner. (a) No provision made\nto indemnify general partners for the defense of a derivative action,\nbrought pursuant to section 121-1002 of this article, whether contained\nin the partnership agreement or otherwise, nor any award of\nind…

§ 121-101. Definitions. As used in this article, unless the context\notherwise requires:\n (a) "Certificate of limited partnership" means the certificate\nreferred to in section 121-201 of this article, and the certificate as\namended.\n (a-1) "Affidavit of publication" means th…

§ 121-102. Partnership name. The name of each limited partnership as\nset forth in its certificate of limited partnership:\n (a) (1) shall contain without abbreviation the words "Limited\nPartnership" or the abbreviation "L.P.";\n (2) (A) shall be such as to distinguish it from …

§ 121-103. Reservation of partnership name. (a) Subject to section\n121-102 of this article, the exclusive right to the use of a name may be\nreserved by:\n (1) Any person intending to organize a domestic limited partnership\nunder this article;\n (2) Any domestic limited partne…

§ 121-104. Statutory designation of secretary of state as agent for\nservice of process. (a) The secretary of state shall be the agent for\nevery domestic limited partnership which has filed with the secretary of\nstate a certificate making such designation and every foreign lim…

§ 121-104-A. Resignation for receipt of process. (a) The party (or\nhis/her legal representative) whose post office address has been\nsupplied by a domestic limited partnership or foreign limited\npartnership as its address for process may resign. A certificate\nentitled "Certif…

§ 121-105. Registered agent. (a) In addition to the designation of the\nsecretary of state, each limited partnership or authorized foreign\nlimited partnership may designate a registered agent upon whom process\nagainst the limited partnership may be served. The agent must be (i…

§ 121-106. Records. (a) Each domestic limited partnership shall\nmaintain the following records, which may, but need not, be maintained\nin this state:\n (1) a current list of the full name and last known mailing address of\neach partner set forth in alphabetical order together …

§ 121-107. Nature of business. A limited partnership may carry on any\nbusiness that a partnership without limited partners may carry on except\nas prohibited by law.\n

§ 121-108. Business transactions of partner with the partnership.\nExcept as may be provided in the partnership agreement, a partner may\nlend money to, borrow money from, act as a guarantor or surety for,\nprovide collateral for the obligations of, and transact other business\n…

§ 121-109. Service of process on limited partnerships. (a) * Service\nof process on the secretary of state as agent of a domestic or\nauthorized foreign limited partnership shall be made in the manner\nprovided by paragraph one or two of this subdivision. Either option of\nservi…

§ 121-109-a. Electronic service of process. The secretary of state\nshall advise any partnership subject to the laws of this article in\nprominent written form as follows: (a) electronic service of process\nauthorized by the provisions of this chapter is an optional program at\n…

§ 121-110. The partnership agreement. (a) The partnership agreement\nshall be signed by all general partners, in person or by attorneys in\nfact, and may, but need not, be signed by the limited partners.\n (b) A limited partnership shall have a written partnership agreement.\nEx…

§ 121-1101. Merger and consolidation of limited partnerships. One or\nmore limited partnerships formed under this article or which complies\nwith subdivision (a) of section 121-1202 of this article may merge with,\nor consolidate into, a limited partnership formed under this art…

§ 121-1102. Procedure for merger or consolidation. (a) The general\npartners of each constituent limited partnership shall adopt an\nagreement of merger or consolidation, setting forth the partnership\nagreement of the surviving or consolidated limited partnership and the\nterms…

§ 121-1103. Certificate of merger or consolidation; contents. (a)\nAfter adoption of the plan of merger or consolidation by the partners of\neach constituent limited partnership, unless the merger or consolidation\nis abandoned in accordance with subdivision (a) of section 121-1…

§ 121-1104. Effect of merger or consolidation. When such merger or\nconsolidation has been effected:\n (a) all the property, real and personal, tangible and intangible, of\neach constituent limited partnership shall vest in the surviving or\nresulting limited partnership;\n (b) …

§ 121-1105. Payment for interest of dissenting limited partners. (a)\nWithin ten days after the occurrence of an event described in section\n121-1102 of this article, the surviving or resulting limited partnership\nshall send to each dissenting former limited partner a written o…

§ 121-1106. Mergers and consolidations involving other business\nentities. One or more domestic limited partnerships formed under this\narticle or which comply with subdivision (a) of section 121-1202 of this\narticle may merge with, or consolidate into, one or more other busine…

§ 121-1201. Existing limited partnership. (a) All limited partnerships\nformed on or after the effective date of this article shall be governed\nby this article.\n (b) Except as provided in section 121-1202 of this article, all\ndomestic limited partnerships formed under the law…