Title 48 — PARTNERSHIPS

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. Source: SL 1986, ch 391 , § 606.

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 …

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 nec…

A partnership interest is personal property. Source: SL 1986, ch 391 , § 701.

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in 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 entit…

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…

An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or (2) All other partners…

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 personal representative, guardian, conservator, or other legal representative may exercise all the partner's rights for t…

A limited partnership is dissolved and its affairs shall 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 may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. Source: SL 1986, ch 391 , § 802.

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 may wind up the limited partnership's affairs upon…

Upon the winding up of a limited partnership, the assets shall 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 …

Subject to the Constitution of this state, the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied registration by reas…

Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or …

If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall: (1) Endorse on the original and on the copy of the application the word "Filed," and the month, day, and year of the filing thereof; (2) File in h…

A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words "limited partnership" or the initials "L.P." or "LP" and that could be registere…

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office…

A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed by a general partner. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If th…

A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. The failure of a foreign limited partnership to register in this state does not impair the validity …

The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of any provision of this chapter regulating the activities of foreign limited partnerships. Source: SL 1986, ch 391 , § 908; SL 1990, ch 370 , §…