Title 11, Title 11: Corporations, Partnerships and Associations

§ 3205. Execution, filing, and recording of statements (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 eff…

§ 3206. Governing law (a) Except as otherwise provided in subsection (b) of this section, 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…

§ 3207. Partnership subject to amendment or repeal of chapter A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)

§ 3211. Partnership as entity (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 section 3291 of this title. (Added 1997, No. 149 (Adj.…

§ 3212. Formation of partnership (a) Except as otherwise provided in subsection (b) of this section, 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 associat…

§ 3213. Partnership property Property acquired by a partnership is property of the partnership and not of the partners individually. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)

§ 3214. When property is partnership property (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 …

§ 3221. Partner agent of partnership Subject to the effect of a statement of partnership authority under section 3223 of this title: (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 t…

§ 3222. Transfer of partnership property (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under section 3223 of this title, partnership property held in the name of the partnership may be transferred by an i…

§ 3223. Statement of partnership authority (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 of one office in this State, if there is one; (C) the nam…

§ 3224. Statement of denial 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 3223(b) of this title may file a statement of denial stating the name of the partnership and the fact …

§ 3225. Partnership liable for partner’s actionable conduct (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…

§ 3226. Partner’s liability (a) Except as otherwise provided in subsections (b) and (c) of this section, 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 par…

§ 3227. Actions by and against partnership and partners (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 section 3226 of this title, any or all of the partners in th…

§ 3228. Liability of purported partner (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 repr…

§ 3231. Partner’s rights and duties (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…

§ 3232. Distributions in kind A partner has no right to receive, and may not be required to accept, a distribution in kind. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)

§ 3233. Partner’s rights and duties with respect to information (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 for…

§ 3234. General standards of partner’s conduct (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) of this section. (b) A partner’s duty of loyalty to the partners…

§ 3235. Actions by partnership and partners (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 p…

§ 3236. Continuation of partnership beyond definite term or particular undertaking (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 duti…

§ 3241. Partner not co-owner of partnership property 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. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)

§ 3242. Partner’s transferable interest in partnership 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. (Added 19…

§ 3243. Transfer of partner’s transferable interest (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 busines…

§ 3244. Partner’s transferable interest subject to charging order (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 ap…

§ 3251. Events causing partner’s dissociation 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…

§ 3252. Partner’s power to dissociate; wrongful dissociation (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision 3251(1) of this title. (b) A partner’s dissociation is wrongful only if: (1) it is in breach of an…

§ 3253. Effect of partner’s dissociation (a) If a partner’s dissociation results in a dissolution and winding up of the partnership business, subchapter 8 of this chapter applies; otherwise, subchapter 7 of this chapter applies. (b) Upon a partner’s dissociation: (1) the partner’…

§ 3261. Purchase of dissociated partner’s interest (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 3271 of this title, the partnership shall cause the dissociated partner’s interest in …

§ 3262. Dissociated partner’s power to bind and liability to partnership (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 subchapter 9 of this titl…

§ 3263. Dissociated partner’s liability to other persons (a) A partner’s dissociation does not 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…

§ 3264. Statement of dissociation (a) A dissociated partner or the partnership may file a statement of dissociation 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 of a …

§ 3265. Continued use of partnership name 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 continui…

§ 3271. Events causing dissolution and winding up of partnership business 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 th…

§ 3272. Partnership continues after dissolution (a) Subject to subsection (b) of this section, 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 tim…

§ 3273. Right to wind up partnership business (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 Superior Court, for go…

§ 3274. Partner’s power to bind partnership after dissolution Subject to section 3275 of this title, 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 section…

§ 3275. Statement of dissolution (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cance…

§ 3276. Partner’s liability to other partners after dissolution (a) Except as otherwise provided in subsection (b) of this section and section 3226 of this title, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incu…

§ 3277. Settlement of accounts and contributions among partners (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, t…

§ 3281. Definitions In this subchapter: (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 und…

§ 3282. Conversion of partnership to limited partnership (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 nu…

§ 3283. Conversion of limited partnership to partnership (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…

§ 3284. Effect of conversion; entity unchanged (a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the co…

§ 3285. Merger of partnerships (a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, 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 li…

§ 3286. Effect of 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 partnership…