Title 33, Corporations, Partnerships and Associations

Notice to any partner of any matter relating to partnership affairs, the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to …

When, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is cause to any person, not being a partner in the partnership, or any penalty is incurred, the partnershi…

The partnership is bound to make good the loss: (1) When one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (2) When the partnership in the course of its business receives money or property of a third …

(A) Except as provided by subsection (B), all partners are liable jointly and severally for everything chargeable to the partnership. (B) Subject to subsections (C) and (D), a partner in a registered limited liability partnership is not liable directly or indirectly, including by…

(1) When a person, by words spoken or written or by conduct, represents himself or consents to another representing him to anyone as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation h…

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership…

(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (2) The law of estoppel shall apply under this chapter. (3) The law of agency shall apply under this chapter. (4) This chapter shall be so interprete…

In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (1) each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property, and shar…

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership and every partner shall at all times have access to and may inspect and copy any of them.

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or any partner under a legal disability.

(1) Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct or liquidation of the partnership or from any use by him of…

Any partner shall have the right to a formal account as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners; (2) If the right exists under the terms of any agreement; (3) As provided by SECTION 33-…

(1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement the rights and duties of the partners remain the same as they were at such termination, so far as is consisten…

The property rights of a partner are: (1) His rights in specific partnership property; (2) His interest in the partnership; and (3) His right to participate in the management of the partnership.

(1) A partner is a co-owner with his partners of specific partnership property, holding as a tenant in partnership. (2) The incidents of his tenancy are such that (a) a partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal righ…

A partner's interest in the partnership is his share of the profits and surplus and is personal property.

(1) The conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or admini…

(1) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest t…

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.

On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

Dissolution is caused: (1) Without violation of the agreement between the partners (a) by the termination of the definite term or particular undertaking specified in the agreement, (b) by the express will of any partner when no definite term or particular undertaking is specified…

(1) On application by or for a partner the court shall decree a dissolution whenever (a) a partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind, (b) a partner becomes in any other way incapable of performing his part of the partnership …

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership: (1) With respect to the partners (a) when the dissolution is not by the act, b…

When the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by a partner acting for the partnership as if the partnership had not been dissolved unless: (1) the dissolution being by …

After dissolution a partner can bind the partnership, except as provided in SECTION 33-41-990. (1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; or (2) By any transaction which would bind the partnership if dissolu…

The liability of a partner under item (2) of SECTION 33-41-970 shall be satisfied out of partnership assets alone when such partner had been prior to the dissolution: (1) Unknown as a partner to the person with whom the contract is made; and (2) So far unknown and inactive in par…

The partnership is in no case bound by any act of a partner after dissolution: (1) When the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; (2) When the partner has become bankrupt; or (3)…

This chapter may be cited as the "Uniform Limited Partnership Act".

Except as provided in this chapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happenings of the events s…

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners but, if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partn…

(A) A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in the partnership agreement, if: (1) the limited partnership was formed on or after July 1, 1998; or (2) the limited partnership was formed before …

Except as provided in this chapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after w…

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreem…

At the time a partner becomes entitled to receive a distribution, he has the status of and is entitled to all remedies available to a creditor of the limited partnership with respect to the distribution.

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the …

(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent…

A partnership interest is personal property.

Except as provided in the partnership agreement, a partnership interest is assignable in whole or part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles…

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only t…

(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (i) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (ii) all other part…

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for t…

A limited partnership is dissolved and its affairs must be wound up upon the happening of the first to occur of the following: (1) at the time specified in the certificate of limited partnership; (2) upon the happening of events specified in writing in the partnership agreement; …

On application by or for a partner the circuit court of the county in which the limited partnership's office designated pursuant to SECTION 33-42-50 (1) is located may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business i…

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court of the county in which the limited partnership's o…

Upon the winding up of a limited partnership, the assets must be distributed as follows: (1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to p…