Title 7, Title 7 Associations, and Partnerships

(a) Activities of a foreign limited partnership which do not constitute doing business in this state under this part include: (1) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) Carrying on any activity concerning its internal affairs, inc…

(a) A foreign limited partnership whose name does not comply with § 7-13.1-114 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 § 7-13.1-114. After registering to do business in th…

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a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the …

(a) A registered foreign limited 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 statement of withd…

(a) When a registered foreign limited 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 shall deli…

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

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

(a) Upon revoking any such certificate of registration of limited 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 partnership by regular mai…

(a) Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-1011, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited partnership in good standing as if its certificate of registration of limite…

(a) A registered foreign limited 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 the partner…

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

As used in this chapter: (1) “Certificate of limited partnership” means the certificate required by § 7-13.1-201. The term includes the certificate as amended or restated. (2) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in §…

(a) A person knows a fact if the person: (1) Has actual knowledge of it; or (2) Is deemed to know it under 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 to the person at the time in question;…

The law of this state governs: (1) The internal affairs of a limited partnership; and (2) The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.

(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 limited partnership; (2) The activities and affairs of the partnership and the conduct of …

(a) A limited 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 intendi…

(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 limited partnership shall maintain at its principal office the following information: (1) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners…

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general …

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) A limited partnership may have any lawful purpose,…

As used in this part: (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 acquired e…

(a) This part 11 does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this part 11. (b) A transaction effected under this part 11 may not create or impair a right, duty, or obligation of a person under the statutory law o…

(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 part 11 produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this part 11.

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 limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part 11 to the extent provided in: (1) The partnership agreement; or (2) The plan.

(a) This part 11 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 11, the transaction is still subject…

A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership’s activities and affairs.

(a) Before January 1, 2024, this chapter governs only: (1) A limited partnership formed on or after January 1, 2023; and (2) Except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before January 1, 2023, which elects, in the manner p…

(a) By complying with this subpart: (1) One or more domestic limited 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 limited partnership. (b) By co…

(a) A domestic limited partnership may become a party to a merger under this subpart 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 …

(a) A plan of merger is not effective unless it has been approved: (1) By a domestic merging limited 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 limited partnership wh…

(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 limited partnership may approve an amendment of a plan of merger: (1) In the same manner as the plan was approved, if the plan doe…

(a) Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing. (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,…

(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…

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

(a) By complying with this subpart: (1) A domestic limited 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 interes…

(a) A domestic limited partnership may be the acquired entity in an interest exchange under this subpart 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 e…

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

(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 limited partnership may approve an amendment of a plan of interest exchange: (1) In the same manner as the plan was ap…

(a) A statement of interest exchange must be signed by a domestic acquired limited partnership and delivered to the secretary of state for filing. (b) A statement of interest exchange must contain: (1) The name of the acquired limited partnership; (2) The name, jurisdiction of fo…

(a) When an interest exchange in which the acquired entity is a domestic limited 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 t…

(a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “LP” or “L.P.” and may not contain the phrase “li…

(a) Any domestic or foreign limited partnership formed under the laws of, or registered to do business in this state may transact business in this state under a fictitious name provided that it files a fictitious business name statement in accordance with this section prior to th…

(a) By complying with this subpart, a domestic limited 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 …

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