Title 61, Partnerships

Notwithstanding any other law, a partnership engaged in the rendering of professional services may register as a registered limited liability partnership subject to the laws and regulations governing the provision of professional services by partnerships and such other terms and …

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic registered limited liability partnership or a certificate of registration for a foreign registered limited liability partnership registered to transact business in this state. …

(1) As used in this chapter:(1) “Business” means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit;(2) “Confirmation of good standing” means confirmation by the commissioner of revenue issued th…

(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. (1) Kno…

(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 the applicable federal rate as determined from time t…

(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 in the manner and form prescribed by the secretary of state. Either filing has th…

(a) Except as otherwise provided in subsections (b) and (c), 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) Where the partners have provided that the partners…

A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.

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.

This chapter may be cited as the “Uniform Partnership Act.”

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…

This chapter takes effect on January 1, 2002, the public welfare requiring it.

Effective January 1, 2002, the following acts and parts of acts are repealed: §§ 61-1-101 through and including 61-1-142 of the Uniform Partnership Act as enacted in this state, as amended and in effect immediately before January 1, 2002.

(a) Before January 1, 2002, this chapter governs only a partnership formed:(1) After January 1, 2002, unless that partnership is continuing the business of a dissolved partnership under § 61-1-129 of the prior Uniform Partnership Act; and(2) Before January 1, 2002, that elects, a…

This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.

(a) Notwithstanding any other provision of this chapter to the contrary, the secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Certificate or conversion of l…

(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 an application under former § 61-1-143.

(a) Except as otherwise provided in subsection (b), the association of two (2) or more persons to carry on as co-owners of 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…

Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually.

(a) Property is partnership property if acquired in the name of:(1) The partnership; or(2) One (1) 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 in…

(1) Subject to the effect of a statement of partnership authority under § 61-1-303:(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 in…

(a) Partnership property may be transferred as follows:(1) Subject to the effect of a statement of partnership authority under § 61-1-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partner…

(a) A partnership may file a statement of partnership authority, which:(1) Must include:(A) The name of the partnership;(B) The street address of its chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to th…

A partner or other person named as partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of d…

(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)-(g), 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 persona…

(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 § 61-1-306, any or all of the partners in the same action or in separate actions. (c) A judgment against a partnersh…

(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 (1) or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person,…

(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) C…

A partner has no right to receive, and may not be required to accept, a distribution in kind.

(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) 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) A partnership agreement may provide for classes or groups of partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional clas…

Partnership property is owned by the partnership as an entity. 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.

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. This interest is personal property.

(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 or t…

(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…

(1) 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 agre…

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 61-1-601(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 of a partnershi…

(a) (1) If a partner's dissociation results in a dissolution and winding up of the partnership business, part 8 of this chapter applies; otherwise, part 7 of this chapter applies.(2) Notwithstanding subdivision (a)(1) or part 6, part 7, or part 8 of this chapter to the contrary, …

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 61-1-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursu…

(a) For one (1) year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under part 9 of this chapter, is bound by an act of the dissociated partner which would have bound th…

(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…