Title 11, Title 11: Corporations, Partnerships and Associations

§ 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…

§ 3287. Statement of merger (a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain: (1) the name of each partners…

§ 3288. Nonexclusive This subchapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)

§ 3291. Statement of qualification (a)(1) Any lawful partnership may become a limited liability partnership pursuant to this section. (2) A limited liability partnership or a foreign limited liability partnership engaging in a business subject to any other provisions of law of th…

§ 3292. Name (a) 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.” (b) Except as authorized by subsections (c) and (d) of this section, a limited liability…

§ 3293. Annual report (a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the Office of the Secretary of State that contains: (1) the name of the limited liability partnersh…

§ 3301. Law governing foreign limited liability partnership (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…

§ 3302. Statement of foreign qualification (a) Before transacting business in this State, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain: (1) The name of the foreign limited liability partnership which satisfies …

§ 3303. Effect of failure to qualify (a)(1) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has in effect a statement of foreign…

§ 3304. Activities not constituting transacting business (a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this subchapter include: (1) maintaining, defending, or settling an action or proceeding; (2) holding…

§ 3305. Action by Attorney General The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in section 3303 of this title and to restrain a foreign limited liability partnership from transacting business in this Stat…

§ 3310. 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…

§ 3311. Uniformity of application and construction 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. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999…

§ 3312. Applicability (a) Before January 1, 1999, this chapter governs only a partnership formed: (1) after the effective date of this chapter, except a partnership that is continuing the business of a dissolved partnership under section 1333 of this title; and (2) before the eff…

§ 3313. Savings clause The enactment of this chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)

§ 3401. Definitions As used in this chapter: (1) A “certificate of limited partnership” means the certificate referred to in section 3411 of this title, and the certificate as amended or restated. (2) A “contribution” means any cash, property, services rendered, or a promissory n…

§ 3402. Name (a) The name of each limited partnership as set forth in its certificate of limited partnership: (1) shall contain the words “Limited Partnership,” or the letters “L.P.”; (2) may not contain the name of a limited partner unless it is also the name of a general partne…

§ 3403. Reservation of name A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to section 1652 of this title. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2025, No. 10, § 6, ef…

§ 3404. Specified office and agent Each limited partnership shall continuously maintain in this State: (1) an office, which may but need not be a place of its business in this State, at which shall be kept the records required by section 3405 of this title to be maintained; and (…

§ 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 …