Title 48 — PARTNERSHIPS

(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…

A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; (2) An event agreed to in the partnership agreem…

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection 48 - 7A - 601(1). (b) A partner's dissociation is wrongful only if: (1) It is in breach of an express provision of the partnership agreement; or (2) In the case…

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 applies; otherwise, Article 7 applies. (b) Upon a partner's dissociation: (1) The partner's right to participate in the management and conduct of the partnership busines…

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 48 - 7A - 801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined …

(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9, is bound by an act of the dissociated partner which would have bound the partnership un…

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b…

(a) A dissociated partner or the partnership may file a statement of dissociation in the Office of the Secretary of State stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority…

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. Source: SL 2001, ch 249 ,…

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subsections 48 - 7A - 601(2) to (10)…

(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding …

(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision …

Subject to § 48 - 7A - 805, a partnership is bound by a partner's act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under § 48 - 7A - 301 before dissolution, if the other party to the transaction did no…

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution in the Office of the Secretary of State stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolutio…

(a) Except as otherwise provided in subsection (b) and § 48 - 7A - 306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 48 - 7A - 804. (b) A partner who, with knowledge of the dissolution, incurs a …

(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any s…

In this article: (1) "General Partner" means a partner in a partnership and a general partner in a limited partnership. (2) "Limited Partner" means a limited partner in a limited partnership. (3) "Limited Partnership" means a limited partnership created under the chapter 48-7 , t…

(a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partne…

(a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of …

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting partnership or limited partnership remain…

(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships or limited partnerships. (b) The plan of merger must set forth: (1) The name of each partnership or limited partnership that is a party to the merger…

(a) When a merger takes effect: (1) The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (2) All property owned by each of the merged partnerships or limited partnerships vests in the surviving …

(a) After a merger, the surviving partnership or limited partnership may file in the Office of the Secretary of State a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain: (1) The name of e…

This Article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. Source: SL 2001, ch 249 , § 908.