Chapter 47B, Chapter 47B

In this chapter: (1) "Business" includes every trade, occupation and profession. (2) "Debtor in bankruptcy" means a person who is the subject of: (i) In order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general applicatio…

(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. (c) …

(a) Except as otherwise provided in subsection (b) of this section, 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 relati…

(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 that specified in section thirty-one, article six, ch…

(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 effect provided in this chapter with respect to partnershi…

Except as provided otherwise in section four, article ten of this chapter, the law of the jurisdiction in which a partnership has its chief executive office, governs the relations among the partners and between the partners and the partnership.

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

A partnership is an entity distinct from its partners.

(a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as coowners 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 t…

Property 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 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 indi…

Subject to the effect of a statement of partnership authority under section three, article three of this chapter: (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…

(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under section three, article three of this chapter, partnership property held in the name of the partnership may be transferred by an instrument of transfer e…

(a) A partnership may file a statement of partnership authority, which: (1) Must include: (A) The name of the partnership; (B) The mailing address of its principal office and of its office in this state, if there is one; (C) The names and mailing addresses of all of the partners …

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 (b), section three, article three of this chapter may file a statement of denial stating the name of the partnership and the fact …

(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) 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 partner into an existing partner…

(a)A partnership may sue and be sued in the name of the partnership. (b)An action may be brought against the partnership and any or all of the partners who are personally liable for obligations of the partnership under section six of this article in the same action or in separate…

(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 representation is made: (1) 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 as provided in section six, article three of this chapter, the partner contributes to the partnership a…

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) of this section. (b) A partner's duty of loyalty to the partnership and the other partners is limited to the fo…

(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 partner is not a coowner 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. The 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 o…

(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…

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 agreem…

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision (1), section one, article six of this chapter. (b) A partner's dissociation is wrongful only if: (1) It is in breach of an express provision of the partnership…

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, article eight of this chapter applies; otherwise, article seven of this chapter applies. (b) Upon a partner's dissociation: (1) The partner's right to participate in the managemen…

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section one, article eight of this chapter, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for…

(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 article nine of this chapter, is bound by an act of the dissociated partner which would have bound…

(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…

(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 dissociated partner for the purpos…

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 continuing the 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 than a partner who is dissociated under subdivisions (2) through (10), secti…

(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 time after the dissolution of a partnership and bef…

(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 circuit court or judge thereof in vacation, for good cause shown, ma…

Subject to section five, article eight of this chapter, 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 one, article three of this chapter before di…

(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 cancels a filed statement of partnersh…

(a) Except as otherwise provided in subsection (b) of this section, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section four of this article for which such partner is personally liable under secti…

(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, to the extent permitted by law, partners who are creditors. Any s…

In this article: (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 under section one, et seq.…

(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 number or percentage specified for conversion in the partne…

(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 partnership to a partnership must be approved by all of …

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting partnership or limited partnership remain…

(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 limited partnership that is a par…

(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 partnerships vests in the surviving …