Title 7, Title 7 Associations, and Partnerships

(a) Except as otherwise provided in §§ 7-12.1-1124, 7-12.1-1134, 7-12.1-1144, and 7-12.1-1154, a record filed with the secretary of state may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal. (b) A statement of withd…

(a) By complying with this part, a domestic limited liability partnership may become a foreign limited liability partnership if the domestication is authorized by the law of the foreign jurisdiction. (b) By complying with the provisions of this part applicable to foreign limited …

(a) A domestic limited liability partnership may become a foreign limited liability partnership in a domestication by approving a plan of domestication. The plan must be in a record and contain: (1) The name of the domesticating limited liability partnership; (2) The name and jur…

(a) A plan of domestication of a domestic domesticating limited liability partnership is not effective unless it has been approved: (1) By all the partners entitled to vote on or consent to any matter; and (2) In a record, by each partner that will have interest holder liability …

(a) A plan of domestication of a domestic domesticating limited liability partnership may be amended: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) By its partners in the manner provided in the plan…

(a) A statement of domestication must be signed by the domesticating limited partnership and filed with the secretary of state. (b) A statement of domestication must contain: (1) The name and jurisdiction of formation of the domesticating limited liability partnership; (2) The na…

(a) When a domestication becomes effective: (1) The domesticated entity is: (i) Organized under and thereafter subject to the organic law of the domesticated entity; and (ii) The same entity without interruption as the domesticating entity; (2) All property of the domesticating e…

(a) A person on whose behalf a filed record was filed with the secretary of state may correct the record if: (1) The record at the time of filing was inaccurate; (2) The record was defectively signed; or (3) The electronic transmission of the record to the secretary of state was …

(a) The secretary of state shall file a record filed with the secretary of state which satisfies this chapter. The duty of the secretary of state under this section is ministerial. (b) When the secretary of state files a record, the secretary of state shall record it as filed on …

The secretary of state shall charge and collect for: (1) Filing a statement of partnership authority, one hundred dollars ($100); (2) Filing a statement of amendment or cancellation of partnership authority, fifty dollars ($50.00); (3) Filing a statement of denial of partnership …

The general assembly has power to amend or repeal all or part of this chapter at any time, and all limited liability partnerships and foreign limited liability partnerships subject to this chapter shall be governed by the amendment or repeal.

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

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.

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. § 7001(c), or authorize electronic delivery of any of the notices …

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2023.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…

(a) A partnership is an entity distinct from its partners. (b) A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under § 7-12.1-901.

(a) Except as otherwise provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An association formed under a statute ot…

Property acquired by a partnership is property of the partnership and not of the partners individually.

(a) Property is partnership property if acquired in the name of: (1) The partnership; or (2) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indi…

Subject to the effect of a statement of partnership authority under § 7-12.1-303, the following rules apply: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the signing of an instrument in the partnership name, for a…

(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under § 7-12.1-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer signed by a partner in the partne…

(a) A partnership may deliver to the secretary of state for filing a statement of partnership authority. The statement: (1) Must include the name of the partnership and: (i) If the partnership is not a limited liability partnership, the street and mailing addresses of its princip…

A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that: (1) Provides the name of the partnership and the caption of the statement of authority to which the statement of denial per…

(a) 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 actual or apparent authority…

(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person that becomes a …

(a) A partnership may sue and be sued in the name of the partnership. (b) To the extent not inconsistent with § 7-12.1-306, a partner may be joined in an action against the partnership or named in a separate action. (c) A judgment against a partnership is not by itself a judgment…

(a) 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 not partners, the purported partner is liable to a person to whom the representation is made, if that person, rel…

(a) Each partner is entitled to an equal share of the partnership distributions and, except in the case of a limited liability partnership, is chargeable with a share of the partnership losses in proportion to the partner’s share of the distributions. (b) A partnership shall reim…

(a) Upon formation of a partnership, a person becomes a partner under § 7-12.1-202(a). (b) After formation of a partnership, a person becomes a partner: (1) As provided in the partnership agreement; (2) As a result of a transaction effective under Article 11 of this chapter; or (…

A contribution may consist of property transferred to, services performed for, or another benefit provided to the partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.

(a) A person’s obligation to make a contribution to a partnership is not excused by the person’s death, disability, termination, or other inability to perform personally. (b) If a person does not fulfill an obligation to make a contribution other than money, the person is obligat…

(a) Any distribution made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under § 7-12.1-503 or charging order in effect under § 7-12.1-504. (b) Subject to § 7-12.1-7…

(a) A limited liability partnership may not make a distribution, including a distribution under § 7-12.1-806, if after the distribution: (1) The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership’s business; or (2) The part…

(a) Except as otherwise provided in subsection (b) of this section, if a partner of a limited liability partnership consents to a distribution made in violation of § 7-12.1-406 and in consenting to the distribution fails to comply with § 7-12.1-409, the partner is personally liab…

(a) A partnership shall keep its books and records, if any, at its principal office. (b) On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location specified by the partnership, any record maintained by the partnership regarding t…

(a) A partner owes to the partnership and the other partners the duties of loyalty and care stated in subsections (b) and (c) of this section. (b) The fiduciary duty of loyalty of a partner includes the duties: (1) To account to the partnership and hold as trustee for it any prop…

(a) 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, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner, with or witho…

(a) 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…

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

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 person’s dissociation as a partner or a dissolution and winding up of the partnership business; and (3) Subject to § 7-12.1-505, does not entitle the transferee to:…

(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…

If a partner dies, the deceased partner’s legal representative may exercise: (1) The rights of a transferee provided in § 7-12.1-503(c); and (2) For purposes of settling the estate, the rights the deceased partner had under § 7-12.1-408.

A person is dissociated as a partner when: (1) The partnership knows or has notice of the person’s express will to withdraw as a partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date; (2) An event st…

(a) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under § 7-12.1-601(1). (b) A person’s dissociation as a partner is wrongful only if the dissociation: (1) Is in breach of an express provision …