Title 11, Title 11: Corporations, Partnerships and Associations

§ 3405. Records to be kept (a) Each limited partnership shall keep at the office referred to in subdivision 3404(1) of this title the following: (1) a current list of the full name and last known business address of each partner, separately identifying the general partners (in al…

§ 3406. Nature of business A limited partnership may carry on any business that a partnership without limited partners may carry on except a business in which a corporation formed under the general corporation law may not engage. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. …

§ 3407. Business transactions of partner with partnership Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect t…

§ 3411. Certificate of limited partnership (a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the Office of the Secretary of State. The certificate shall set forth: (1) the name of the limited partnership; (2) the addres…

§ 3412. Amendment to certificate (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate shall set forth: (1) the name of the limited partnership; (2) the date of filing the original…

§ 3413. Cancellation of certificate A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the Office of …

§ 3414. Execution of certificates (a) Each certificate required by this subchapter to be filed in the Office of the Secretary of State shall be executed in the following manner: (1) an original certificate of limited partnership must be signed by all general partners; (2) a certi…

§ 3415. Execution by judicial act If a person required by section 3414 of this title to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the Superior Court for the county where the limited partne…

§ 3416. Filing in Office of Secretary of State (a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the Secretary of State. A person who …

§ 3417. Liability for false statement in certificate If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) any person who execu…

§ 3418. Scope of notice The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners and the persons design…

§ 3419. Delivery of certificates to limited partners Upon the return by the Secretary of State pursuant to section 3416 of this title of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each cer…

§ 3420. Fees (a) The Secretary of State shall collect the following fees when a document described in this section is delivered to the Office of the Secretary of State for filing: (b) The Secretary of State shall collect the following fees: (1) $25.00 each time process is served …

§ 3421. Admission of limited partners (a) A person becomes a limited partner: (1) at the time the limited partnership is formed; or (2) at any later time specified in the records of the limited partnership for becoming a limited partner. (b) After the filing of a limited partners…

§ 3422. Voting Subject to section 3423 of this title, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)

§ 3423. Liability to third parties (a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as …

§ 3424. Person erroneously believing himself or herself limited partner (a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in t…

§ 3425. Information Each limited partner has the right to: (1) inspect and copy any of the partnership records required to be maintained by section 3405 of this title; and (2) obtain from the general partners from time to time upon reasonable demand true and full information rega…

§ 3431. Admission of additional general partners After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not prov…

§ 3432. Events of withdrawal Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) the general partner withdraws from the limited part…

§ 3433. General powers and liabilities (a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Excep…

§ 3434. Contributions by general partner A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contribut…

§ 3435. Voting The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1…

§ 3441. Form of contribution The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)

§ 3442. Liability for contribution (a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited …

§ 3443. Sharing of profits and losses The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing,…

§ 3444. Sharing of distributions Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in …

§ 3451. Interim distributions Except as provided in this subchapter, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the time…

§ 3452. Withdrawal of general partner A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general p…

§ 3453. Withdrawal of limited partner A limited partner may only withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happeni…

§ 3454. Distribution upon withdrawal Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, he or she is…

§ 3455. Distribution in kind Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his or her contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided …

§ 3456. Right to distribution At the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. (Added 1997, No. 149 (Adj. Sess.), § …

§ 3457. Limitations on distribution 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 inte…

§ 3458. Liability upon return of contribution (a) If a partner has received the return of any part of his or her contribution without violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for a period of one year thereafter for the…

§ 3461. Nature of partnership interest A partnership interest is personal property. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)

§ 3462. Assignment of partnership interest 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 a…

§ 3463. Rights of creditor 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 j…

§ 3464. Right of assignee to become limited partner (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in t…

§ 3465. Power of estate of deceased or partner who is incompetent If a partner who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the partner’s executor, administrator, guardian,…

§ 3471. Nonjudicial dissolution 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 writi…

§ 3472. Judicial dissolution On application by or for a partner the Superior 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. Venue for such a proceeding lies in …

§ 3473. Winding up 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 Superior Court may wind up the limited partne…

§ 3474. Distribution of assets 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 li…

§ 3481. Law governing 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 denie…

§ 3482. Registration Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limite…