Title 7, Title 7 Associations, and Partnerships

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…

(a) A plan of conversion is not effective unless it has been approved: (1) By a domestic converting 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 converting partnership which wi…

(a) A plan of conversion of a domestic converting 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, but a partner that was…

(a) A statement of conversion must be signed by the converting entity and filed with the secretary of state. (b) A statement of conversion must contain: (1) The name, jurisdiction of formation, and type of entity of the converting entity; (2) The name, jurisdiction of formation, …

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

(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…