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 , §…

(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.