Title 11, Corporations, Partnerships and Associations

§ 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…

§ 3483. Issuance of registration (a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he or she shall: (1) endorse on the application the word “Filed,” and the month, day, and year of the filing thereof; (…

§ 3484. Name A foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, and it: (1) shall contain the words “Limited Partnership,” or the letters “L.P.”; (2) may n…

§ 3485. Changes and amendments If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership sh…

§ 3486. Cancellation of registration A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of State t…

§ 3487. Transaction of business without registration (a)(1) A foreign limited partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until it has registered in this State. (…

§ 3488. Action by Attorney General The Attorney General may bring an action in the Civil Division of the Superior Court to collect the penalties imposed under section 3487 of this title and to restrain a foreign limited partnership from transacting business in this State in viola…

§ 3491. Right of action A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action …

§ 3492. Proper plaintiff In a derivative action, the plaintiff must be a partner at the time of bringing the action and must have been a partner at the time of the transaction of which he or she complains or his or her status as a partner must have devolved upon him or her by ope…

§ 3493. Pleading In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)

§ 3494. Expenses If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney…

§ 3501. Construction and application This chapter shall be so 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.), § 4, eff. Jan. 1, 1999.)

§ 3502. Rules for cases not provided for in this chapter In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)

§ 3503. Savings clause The repeal of any statutory provision by this act does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing at the effective date of this act, nor does the repeal of any existing statutory provision …

§ 4001. Definitions As used in this chapter: (1) “Articles of organization” means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all documents serving a similar function require…

§ 4002. Knowledge and notice (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) has received a notification of the fact; (2) has reason to know of the fact from all of the facts known to the person at the time …

§ 4003. Effect of operating agreement; nonwaivable provisions (a) Except as otherwise provided in subsection (b) of this section, an operating agreement regulates the affairs of the company and the conduct of its business and governs relations among the members, among the manager…

§ 4004. Supplemental principles of law (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 shall be 12 perce…

§ 4005. Name (a)(1) Except for a low-profit limited liability company, the name of a limited liability company as set forth in its articles of organization shall contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.,” “LLC,” “L.C.,” or “LC…

§ 4006. Reserved 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 2015, No. 17, § 2; amended 2025, No. 10, § 7, eff. July 1, 2025.)

§ 4007. Designated office and agent A limited liability company and a foreign limited liability company authorized to do business in this State shall designate and continuously maintain: (1) a designated office for notification purposes, which may but need not be a place of its b…

§ 4008. Change of designated office or agent for service of process (a) A limited liability company or foreign limited liability company may change its designated office by delivering to the Secretary of State for filing a statement of change that sets forth its current designate…

§ 4009. Resignation of agent for service of process To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the Secretary of State for filing a statement of resignation pursuant to section 1655 o…

§ 4010. Service of process A limited liability company or foreign limited liability company is subject to the service of process provisions in section 1656 of this title. (Added 2015, No. 17, § 2; amended 2025, No. 10, § 7, eff. July 1, 2025.)

§ 4011. Nature of business and powers; governing law (a) A limited liability company is an entity distinct from its members. (b) A limited liability company may have any lawful purpose, regardless of whether for profit. (c) A limited liability company has perpetual duration. (d)(…

§ 4012. 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) $35.00 each time process is served …

§ 4021. Limited liability company as legal entity A limited liability company is a legal entity distinct from its members. (Added 2015, No. 17, § 2.)

§ 4022. Organization (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing. The organizers need not be members of the limited liability company…

§ 4023. Articles of organization (a) Articles of organization of a limited liability company shall set forth: (1) the name of the company; (2) the address of the initial designated office; (3) the name and street address of the initial agent for service of process; (4) the name a…