Title 7, Title 7 Associations, and Partnerships

(a) Activities of a foreign limited liability 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…

(a) A foreign limited liability partnership whose name does not comply with § 7-12.1-902 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 § 7-12.1-902. A partnership that registers…

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entity whose formation requires the delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effectiv…

(a) A registered foreign limited liability 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 statemen…

(a) When a registered foreign limited liability 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 …

This chapter shall be known and may be cited as “The Uniform Partnership Act”.

(a) The registration of a foreign limited liability partnership may be revoked by the secretary of state under the conditions prescribed in this section when it is established that: (1) The limited liability partnership procured its certificate of registration through fraud; (2) …

(a) Upon revoking any such certificate of registration of limited liability partnership, the secretary of state shall: (1) Issue a certificate of revocation in duplicate; (2) File one of the certificates in the secretary of state’s office; (3) Send to the limited liability partne…

(a) Within two (2) years after issuing a certificate of revocation as provided in § 7-12.1-1011, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited liability partnership in good standing as if its certificate of registration …

(a) A registered foreign limited liability 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 t…

The attorney general may maintain an action to enjoin a foreign limited liability partnership from doing business in this state in violation of this article of this chapter.

As used in this chapter: (1) “Business” includes every trade, occupation, and profession. (2) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in § 7-12.1-403 which is provided by a person to a partnership to become a partner or …

(a) A person knows a fact if the person: (1) Has actual knowledge of it; or (2) Is deemed to know it under subsection (d)(1) of this section or law other than this chapter. (b) A person has notice of a fact if the person: (1) Has reason to know the fact from all the facts known t…

The internal affairs of a partnership and the liability of a partner as a partner for a debt, obligation, or other liability of the partnership are governed by: (1) In the case of a limited liability partnership, the law of this state; and (2) In the case of a partnership that is…

(a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership agreement governs: (1) Relations among the partners as partners and between the partners and the partnership; (2) The business of the partnership and the conduct of that business; and (3)…

(a) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. (b) A person that becomes a partner is deemed to assent to the partnership agreement. (c) Two (2) or more persons intending to be…

(a) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condit…

(a) A record filed with the secretary of state pursuant to this chapter must be signed as follows: (1) Except as otherwise provided in subsections (a)(2) and (a)(3) of this section, a record signed by a partnership must be signed by a person authorized by the partnership. (2) A r…

(a) If a record filed with the secretary of state under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record, or cause…

(a) This chapter governs only: (1) A partnership formed on or after January 1, 2023; and (2) Except as otherwise provided in subsection (c) of this section, a partnership formed before January 1, 2023, which elects, in the manner provided in its partnership agreement or by law fo…

(a) With respect to a limited liability partnership that elects pursuant to § 7-12.1-110(a)(2) to be subject to this chapter, the partnership must deliver to the secretary of state a statement approved in the manner required by § 7-12.1-901(b). The statement must contain: (1) The…

As used in this chapter: (1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. (2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquire…

(a) This article does not authorize an act prohibited by, and does not affect the application or requirements of, any law other than this article. (b) A transaction effected under this chapter may not create or impair a right, duty, or obligation of a person under the statutory l…

(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication…

The fact that a transaction under this article produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this article.

A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or ac…

An interest holder of a domestic merging, acquired, converting, or domesticating partnership is entitled to contractual appraisal rights in connection with a transaction under this article to the extent provided in: (1) The partnership’s organic rules; or (2) The plan.

(a) This Part may not be used to effect a transaction that is prohibited by law of this state other than this chapter. (b) If law of this state other than this chapter applies to a transaction that is otherwise within the scope of this Part, the transaction is still subject to su…

(a) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission. (b) Delivery to the secretary of state is effective only when a record is received by the sec…

(a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the superior court to order: (1) The person to sign the record; (2) The person to …

(a) By complying with this part: (1) One or more domestic partnerships may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) Two (2) or more foreign entities may merge into a domestic partnership. (b) By complying with the pr…

(a) A domestic partnership may become a party to a merger under this part by approving a plan of merger. The plan must be in a record and contain: (1) As to each merging entity, its name, jurisdiction of formation, and type of entity; (2) If the surviving entity is to be created …

(a) A plan of merger is not effective unless it has been approved: (1) By a domestic merging partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and (2) In a record, by each partner of a domestic merging partnership which will have in…

(a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic merging partnership may approve an amendment of a plan of merger: (1) In the same manner as the plan was approved, if the plan does not pr…

(a) Articles of merger must be signed by each merging entity and filed with the secretary of state. (b) Articles of merger must contain: (1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (2) The name, jurisdiction…

(a) When a merger becomes effective: (1) The surviving entity continues or comes into existence; (2) Each merging entity that is not the surviving entity ceases to exist; (3) All property of each merging entity vests in the surviving entity without transfer, reversion, or impairm…

(a) To be filed by the secretary of state pursuant to this chapter, a record must be received by the secretary of state, comply with this chapter, and satisfy the following: (1) The filing of the record must be required or permitted by this chapter; (2) The record must be physica…

(a) By complying with this part: (1) A domestic partnership may acquire all of one or more classes or series of interests of another domestic entity or a foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or secur…

(a) A domestic partnership may be the acquired entity in an interest exchange under this part by approving a plan of interest exchange. The plan must be in a record and contain: (1) The name of the acquired entity; (2) The name, jurisdiction of formation, and type of entity of th…

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

(a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic acquired partnership may approve an amendment of a plan of interest exchange: (1) In the same manner as the plan was approved, …

(a) A statement of interest exchange must be signed by a domestic acquired partnership and filed with the secretary of state. (b) A statement of interest exchange must contain: (1) The name of the acquired partnership; (2) The name, jurisdiction of formation, and type of entity o…

(a) When an interest exchange in which the acquired entity is a domestic partnership becomes effective: (1) The interests in the acquired partnership which are the subject of the interest exchange are converted, and the partners holding those interests are entitled only to the ri…

Except as otherwise provided in § 7-12.1-115 and subject to § 7-12.1-116(c), a record filed under this chapter is effective: (1) On the date and at the time of its filing by the secretary of state, as provided in § 7-12.1-117(b); (2) On the date of filing and at the time specifie…

(a) By complying with this part, a domestic partnership may become: (1) A domestic entity that is a different type of entity; or (2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation. …

(a) A domestic partnership may convert to a different type of entity under this part by approving a plan of conversion. The plan must be in a record and contain: (1) The name of the converting partnership; (2) The name, jurisdiction of formation, and type of entity of the convert…