Title 48 — PARTNERSHIPS

(a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a pa…

A statement of qualification of a limited liability partnership is amended by filing a statement of amendment in the Office of the Secretary of State. The statement of amendment shall set forth: (1) The name of the limited liability partnership; (2) The date of filing the stateme…

A statement of qualification of limited liability partnership shall be cancelled upon the filing of a statement of cancellation of the limited liability partnership. The statement of cancellation shall be filed in the Office of the Secretary of State and shall set forth: (1) The …

The name of a limited liability partnership must end with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." if the limited liability partnership is also a limited partnership its name shall also comply with the na…

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report pursuant to §§ 59-11-24 to 59-11-26 , inclusive. (b) Repealed by SL 2008, ch 275 , § 86. (c) The secretary of state may revo…

Any person registered, certified, or licensed pursuant to chapter 16-16 , 36-4 , 36-4A , 36-5 , 36-6A , 36-7 , 36-8 , 36-9 , 36-9A , 36-10 , 36-12 , or 36-20B may practice in a limited liability partnership. Source: SL 2001, ch 249 , § 1004.

Notwithstanding any other provisions of § 48-7A-1004 , a revocable trust may be a partner in a limited liability partnership organized under this chapter, for so long as the grantor of the revocable trust is living and is eligible to be a partner of a limited liability partnershi…

In this chapter: (1) "Business" includes every trade, occupation, and profession; (2) "Debtor in bankruptcy" means a person who is the subject of: (i) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general applicati…

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows of it; (2) Has received a notification of it; or (3) Has reason to know it exists from all of the facts known to the person at the time in question. (c) …

(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the pa…

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Category B of subdivision 54-3-16(2…

(a) A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnershi…

(a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (b) The law of this state governs relations among the partners …

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. Source: SL 2001, ch 249 , § 107.

(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be den…

(a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification in the Office of the Secretary of State. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secre…

A statement of foreign qualification of a limited liability partnership is amended by filing a statement of amendment in the Office of the Secretary of State. The statement of amendment shall set forth: (1) The name of the limited liability partnership; (2) The date of filing the…

A statement of foreign qualification of limited liability partnership shall be cancelled by filing a statement of cancellation. The statement of cancellation shall be filed in the Office of the Secretary of State and shall set forth: (1) The name of the limited liability partners…

(a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have in effect a state…

(a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include: (1) Maintaining, defending, or settling an action or proceeding; (2) Holding meetings of its partners or carrying on any other activity …

The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this article. Source: SL 2001, ch 249 , § 1105.

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. Source: SL 2001, ch 249 , § 1201.

This chapter may be cited as the Uniform Partnership Act (1997). Source: SL 2001, ch 249 , § 1202.

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) Before July 1, 2001, this chapter governs only a partnership or limited liability partnership formed before July 1, 2001, that elects, as provided by subsection (c), to be governed by this chapter. (b) On and after July 1, 2001, this chapter governs all partnerships and limit…

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. Source: SL 2001, ch 249 , § 1207.

The provisions of § 1-8-10 notwithstanding, the fee for filing the statements and reports provided for in the following sections with the secretary of state is as follows: (1) Section 48-7A-303 , Statement of Authority, one hundred twenty-five dollars; (2) Section 48-7A-304 , Sta…

(a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under § 48 - 7A - 1001. Source: SL 2001, ch 249 , § 201.

(a) Except as otherwise provided in subsection (b), the association of two 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 other than this chap…

Property acquired by a partnership is property of the partnership and not of the partners individually. Source: SL 2001, ch 249 , § 203.

(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…

Subject to the effect of a statement of partnership authority under § 48 - 7A - 303: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on …

(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under § 48 - 7A - 303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the p…

(a) A partnership may file a statement of partnership authority in the Office of the Secretary of State, which: (1) Must include: (i) The name of the partnership; (ii) The street address of its chief executive office and of one office in this state, if there is one; (iii) The nam…

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection 48 - 7A - 303(b) may file a statement of denial in the Office of the Secretary of State stating the name of the partnership and th…

(a) A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership. (b…

(a) Except as otherwise provided in subsections (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partnership is not per…

(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with § 48 - 7A - 306, any or all of the partners in the same action or in separate actions. (c) A judgment against a part…

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, rel…

(a) Each partner is deemed to have an account that is: (1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2)…

A partner has no right to receive, and may not be required to accept, a distribution in kind. Source: SL 2001, ch 249 , § 402.

(a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and …

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c). (b) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) To …

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or e…

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so…

A partner is not a co - owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. Source: SL 2001, ch 249 , § 501.

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property. Source: SL 2001, ch 249 , § 502.

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) Is permissible; (2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) Does not, as against the other partners o…

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to becom…

(a) On application by a judgment creditor of a partner in a limited liability partnership or of a partner's transferee, and following notice to the limited liability partnership of the application, a court having jurisdiction may charge the transferable interest of the judgment d…