Title 61, Partnerships

(a) To register to do business in this state, a foreign limited partnership must submit to the secretary of state:(1) An original copy executed by a general partner of an application for registration as a foreign limited partnership, setting forth:(A) The name of the foreign limi…

(a) If any statement required by § 61-3-1003 in the application for registration of a foreign limited partnership was false when made or any matter described in the application for registration has changed, making the application false, the foreign limited partnership must prompt…

(a) Activities of a foreign limited partnership that do not constitute doing business in this state under this part include:(1) Maintaining, defending, or settling any proceeding, claim, or dispute;(2) Holding meetings of the foreign limited partnership's partners or representati…

(a) A foreign limited partnership whose name does not comply with § 61-3-112 shall not register to do business in this state until the foreign limited partnership adopts, for the purpose of doing business in this state, an alternate name that complies with § 61-3-112. After regis…

A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the secretary of state for filing is deemed to have withdrawn its registration on the effective date of the …

(a) When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deli…

(a) The secretary of state may commence a proceeding under subsection (b) to administratively revoke the registration of a registered foreign limited partnership authorized to transact business in this state, if:(1) The foreign limited partnership does not deliver its annual repo…

(1) As used in this chapter:(1) “Active and in good standing as reflected in the records of the secretary of state” means a corporation, limited liability company, or partnership that is in existence, registered or authorized to transact business in this state as reflected in the…

(a) If the registration of a foreign limited partnership is administratively revoked pursuant to § 61-3-1009, the partnership may apply to the secretary of state for reinstatement following the administrative revocation. The application must:(1) State the name of the foreign limi…

(a) If the secretary of state denies a foreign limited partnership's application for reinstatement following revocation of its registration, the secretary of state must serve the foreign limited partnership with a notice in a record that explains the reasons for the denial. (b) A…

(a) A registered foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation of registration accompanied by a confirmation of good standing with the department of revenue. The certificate of cancellation must state:(…

The attorney general and reporter may maintain an action by complaint in the chancery court of any county in which a foreign limited partnership is transacting any business in this state to enjoin a foreign limited partnership from doing business in this state in violation of thi…

(a) When a foreign limited partnership that has had its registration revoked desires to cancel its registration it may do so without first being reinstated by filing with the secretary of state a certificate of cancellation of registration following administrative revocation of r…

(a) A person knows a fact if the person:(1) Has actual knowledge of it; or(2) Is deemed to know it under law other than this chapter. (1) Has actual knowledge of it; or (2) Is deemed to know it under law other than this chapter. (b) A person has notice of a fact if the person:(1)…

(1) The law of this state governs:(1) The internal affairs of a limited partnership; and(2) The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership. (1) The internal affairs of a limited partnership; and (2) The liability of a par…

(a) Except as otherwise provided in subsections (c) and (d), the partnership agreement governs:(1) Relations among the partners as partners and between the partners and the limited partnership;(2) The activities and affairs of the partnership and the conduct of those activities a…

(a) A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. (b) A person that becomes a partner is deemed to assent to the partnership agreement. (c) Two (2) or more persons intendi…

(a) A partnership agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified conditi…

(1) A limited partnership shall maintain at its principal office the following information:(1) A current list showing the full name and last known street and mailing address, including zip codes, of each partner, separately identifying the general partners, and the limited partne…

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general …

(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) A limited partnership may have any lawful purpose,…

A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership's activities and affairs.

(1) As used in this part:(1) “Articles of conversion” means articles under § 61-3-1114;(2) “Articles of merger” means articles under § 61-3-1108;(3) “Conversion” means a transaction authorized by §§ 61-3-1110 – 61-3-1115;(4) “Converted entity” means the converting entity as the c…

(a) A domestic entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger shall give the notice or obtain the approval to be a party to a conversion. (b) Property held for a charitable purpose und…

(1) An interest holder of a domestic merging or converting limited partnership is entitled to contractual appraisal rights in connection with a transaction under this part only to the extent provided in:(1) The partnership agreement; or(2) The plan. (1) The partnership agreement;…

(a) By complying with §§ 61-3-1105 – 61-3-1109:(1) One (1) or more domestic limited partnerships may merge with one (1) or more domestic or foreign entities into a domestic or foreign surviving entity; and(2) Two (2) or more foreign entities may merge into a domestic limited part…

(a) A domestic limited partnership may become a party to a merger under this section and §§ 61-3-1106 – 61-3-1109 by approving a plan of merger. The plan must be in a record and contain:(1) As to each merging entity, its name, jurisdiction of formation, and type of entity;(2) If …

(a) A plan of merger is not effective unless the plan has been approved:(1) By a domestic merging limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at t…

(a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) A domestic merging limited partnership may approve an amendment of a plan of merger:(1) In the same manner as the plan was approved, if the plan does…

(a) Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing. (b) Articles of merger must contain:(1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;(2) The name, j…

(a) When a merger becomes effective:(1) The surviving entity continues or comes into existence;(2) Each merging entity that is not the surviving entity ceases to exist;(3) All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment…

Unless displaced by this chapter, the principles of law and equity supplement this chapter.

(a) By complying with §§ 61-3-1111 – 61-3-1115, a domestic limited partnership may become:(1) A domestic entity that is a different type of entity; or(2) A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisd…

(a) A domestic limited partnership may convert to a different type of entity under this section and §§ 61-3-1112 – 61-3-1115 by approving a plan of conversion. The plan must be in a record and contain:(1) The name of the converting limited partnership;(2) The name, jurisdiction o…

(a) A plan of conversion is not effective unless it has been approved:(1) By a domestic converting limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at …

(a) A plan of conversion of a domestic converting limited partnership may be amended:(1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or(2) By its partners in the manner provided in the plan, but a partner th…

(a) Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing. (b) Articles of conversion must contain:(1) The name, jurisdiction of formation, and type of entity of the converting entity;(2) The name, jurisdiction of format…

(a) When a conversion becomes effective:(1) The converted entity is:(A) Organized under and subject to the organic law of the converted entity; and(B) The same entity without interruption as the converting entity;(2) All property of the converting entity continues to be vested in…

(a) The name of a limited partnership may contain the name of any partner, but must not contain the phrases “corporation,” “incorporated,” “limited liability company,” or abbreviations of like import. (b) The name of a limited partnership that is not a limited liability limited p…

(a) A person may reserve the exclusive use of a name that complies with § 61-3-112 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that…

(a) A foreign limited partnership not registered to do business in this state under part 10 of this chapter may register its name, or an alternate name adopted pursuant to § 61-3-1006, if the name is distinguishable on the records of the secretary of state from the names that are…

(a) Each limited partnership and each registered foreign limited partnership shall designate and maintain a registered agent in this state. The designation of a registered agent is an affirmation of fact by the limited partnership or registered foreign limited partnership that th…

(a) A limited partnership or registered foreign limited partnership may change its registered agent or the address of its registered agent by delivering to the secretary of state for filing a statement of change that states:(1) The name of the limited partnership or registered fo…

(a) A registered agent may resign as an agent for a limited partnership or registered foreign limited partnership by delivering to the secretary of state for filing a statement of resignation that states:(1) The name of the limited partnership or registered foreign limited partne…

(a) If a registered agent changes the street address of the registered agent's business office, the agent shall deliver to the secretary of state for filing a statement of change that states:(1) The name of the limited partnership or registered foreign limited partnership represe…

(a) A limited partnership's registered agent is the limited partnership's agent for service of process, notice, or demand required or permitted by law to be served on the limited partnership. (b) The secretary of state shall be an agent of a limited partnership upon whom any proc…