Title 7, Title 7 Associations, and Partnerships

(a) Except as otherwise provided in subsection (b) of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations …

(a) Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners. (b) After formation of a limited partnership, a person becomes a general partner: (1) As provided in the partnership agreement; (2) As …

(a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course the partnership’s activities…

(a) A limited 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 general partner acting in the ordinary course of activities and affairs of the partnership or with th…

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

(a) To the extent not inconsistent with § 7-13.1-404, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against…

(a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general pa…

(a) A general partner may inspect and copy required information during regular business hours in the limited partnership’s principal office, without having any particular purpose for seeking the information. (b) On reasonable notice, a general partner may inspect and copy during …

(a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with §§ 7-13.1-406, 7-13.1-409, and 7-13.1-504 in making the pay…

(a) A general partner owes to the limited partnership and, subject to § 7-13.1-901, 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 general partner includes the duties: (1) To account to t…

A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited 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 limited 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…

(a) Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limi…

(a) A limited partnership may not make a distribution, including a distribution under § 7-13.1-810, 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 activities and affairs; or (2) The …

(a) If a general partner consents to a distribution made in violation of § 7-13.1-504 and in consenting to the distribution fails to comply with § 7-13.1-409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the …

(a) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (b) A person is dissociated as a limited partner when: (1) The limited partnership knows or has notice of the person’s express will to withdra…

(a) If a person is dissociated as a limited partner: (1) Subject to § 7-13.1-704, the person does not have further rights as a limited partner; (2) The person’s contractual obligation of good faith and fair dealing as a limited partner under § 7-13.1-305(a) ends with regard to ma…

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

(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under § 7-13.1-603(1). (b) A person’s dissociation as a general partner is wrongful only if the dissociation: (1) Is in breach …

(a) If a person is dissociated as a general partner: (1) The person’s right to participate as a general partner in the management and conduct of the limited partnership’s activities and affairs terminates; (2) The person’s duties and obligations as a general partner under § 7-13.…

(a) After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under part 11 of this chapter, or dissolved, the partnership is bound by an act of the person only if: (1) The act would have bound the…

(a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in subsections (b) and (c) of…

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 limited partnership’s activities and affairs; and (3) Subject to § 7-13.1-704, does not en…

(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 § 7-13.1-702(c); and (2) For the purposes of settling the estate, the rights of a current limited partner under § 7-13.1-304.

(a) A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) An event or circumstance that the partnership agreement states causes dissolution; (2) The affirmative vote or consent of all general partners…

(a) A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 7-13.1-803, the partnership continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, the limited partnership: (…

(a) A limited partnership may rescind its dissolution, unless a statement of dissolution applicable to the partnership has become effective, the superior court has entered an order under § 7-13.1-801(a)(6) dissolving the partnership, or the secretary of state has revoked the part…

(a) A limited partnership is bound by a general partner’s act after dissolution which: (1) Is appropriate for winding up the partnership’s activities and affairs; or (2) Would have bound the partnership under § 7-13.1-402 before dissolution if, at the time the other party enters …

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 7-13.1-804(a) by an act that is not appropriate for winding up the partnership’s activities and affairs, the general partner is liable: (1) To the partnership …

(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited partnership may give notice of a known claim under subsection (b) of this section, which has the effect provided in subsection (c) of this section. (b) A dissolved limited partnership may in a…

(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the partnership to present them in accordance with the notice. (b) A notice under subsection (a) of this section must: (1) Be published at least once in a newspaper…

(a) A dissolved limited partnership that has published a notice under § 7-13.1-807 may file an application with the superior court in the county where the partnership’s principle office is located or, if the principal office in not located in this state, where the office of its r…

If a claim against a dissolved limited partnership is barred under § 7-13.1-806, 7-13.1-807, or 7-13.1-808, any corresponding claim under § 7-13.1-404 or 7-13.1-607 is also barred.

(a) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the partnership’s obligations to creditors, including partners that are creditors. (b) After a limited partnership compli…

(a) The certificate of 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 limited partnership through fraud; (2) The limited partnership …

(a) Upon revoking any such certificate 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 mail a certificate …

(a) Within ten (10) years after issuing a certificate of revocation as provided in § 7-13.1-812, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited partnership in good standing as if its certificate of limited partnership had…

(a) If the secretary of state denies a limited partnership’s application for reinstatement following administrative dissolution, the secretary of state shall serve the partnership with a notice in a record that explains the reasons for the denial. (b) A limited partnership may se…

(a) Subject to subsection (b) of this section, a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the partnership’s activities and affairs, to enforce the partner’s rights and otherwise protect the partne…

A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) The partner first makes a demand on the general partners, requesting that they cause the partnership to bring an action to enforce the right, and the general partners do not bring the a…

A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and: (1) Was a partner when the conduct giving rise to the action occurred; or (2) Whose status as a partner devolved on the pe…

In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff’s demand and the response to the demand by the general partner; or (2) Why the demand should be excused as futile.

(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the partnersh…

(a) Except as otherwise provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and (2) If the plaintiff receives any proceed…