Title 17, Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,021 sections in this title.
W.S. § 17-14-201 Short title
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Short title. This act may be cited as the "Uniform Limited Partnership Act".
W.S. § 17-14-202 Definitions
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Definitions. (a) As used in this act, unless the context otherwise requires: (i) "Certificate of limited partnership" means the certificate referred to in W.S. 17-14-301, and the certificate as amended or restated; (ii) "Contribution" means any cash, property, services rendered, …
W.S. § 17-14-203 Name
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Name. (a) The name of each limited partnership as set forth in its certificate of limited partnership: (i) Shall contain without abbreviation the words "limited partnership"; (ii) Shall not contain the name of a limited partner unless: (A) It is also the name of a general partner…
W.S. § 17-14-204 Reservation of name
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Reservation of name. (a) The exclusive right to the use of a name may be reserved by: (i) Any person intending to organize a limited partnership under this act and to adopt that name; (ii) Any domestic limited partnership or any foreign limited partnership registered in this stat…
W.S. § 17-14-205 Specified office and agent
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Specified office and agent. (a) Each limited partnership shall continuously maintain in this state: (i) 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 W.S. 17-14-206 to be maintained; and (ii) A registere…
W.S. § 17-14-206 Records to be kept
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Records to be kept. (a) Each limited partnership shall keep at the office referred to in W.S. 17-14-205 the following: (i) A current list of the full name and last known business address of each partner separately identifying in alphabetical order the general partners and the lim…
W.S. § 17-14-207 Nature of business
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Nature of business. A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or acting as an insurer as defined in W.S. 26-1-102(a)(xvi).
W.S. § 17-14-208 Business transactions of partner with partnership
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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 thereto …
W.S. § 17-14-209 Fees
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Fees. (a) The secretary of state shall charge and collect the following fees: (i) For filing a certificate of limited partnership or for an application for a certificate of continuance a fee of one hundred dollars ($100.00); (ii) For filing a certificate of amendment or cancellat…
W.S. § 17-14-210 Powers
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Powers. The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this chapter.
W.S. § 17-14-301 Certificate of limited partnership
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Certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth: (i) The name of the limited partnership; (ii) Repealed by Laws…
W.S. § 17-14-302 Amendment of certificate
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Amendment of 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: (i) The name of the limited partnership; (ii) The date of filing the certificate; a…
W.S. § 17-14-303 Cancellation of certificate
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Cancellation of certificate. (a) A certificate of limited partnership shall be cancelled 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 th…
W.S. § 17-14-304 Execution of certificates
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Execution of certificates. (a) Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner: (i) An original certificate of limited partnership shall be signed by all general partners; (ii) A certificate o…
W.S. § 17-14-305 Execution by judicial act
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Execution by judicial act. If a person required by W.S. 17-14-304 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 district court to direct the execution of the certificate. If the court f…
W.S. § 17-14-306 Filing in office of secretary of state
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Filing in office of secretary of state. (a) Two (2) 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 exe…
W.S. § 17-14-307 Liability for false statement in certificate
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Liability for false statement in certificate. (a) 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: (i) Any person who executes…
W.S. § 17-14-308 Scope of notice
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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, but it is not notice of any …
W.S. § 17-14-309 Delivery of certificates to limited partners
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Delivery of certificates to limited partners. Upon the return by the secretary of state pursuant to W.S. 17-14-306 of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each li…
W.S. § 17-14-401 Admission of limited partners
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Admission of limited partners. (a) A person becomes a limited partner: (i) At the time the limited partnership is formed; or (ii) At any later time specified in the records of the limited partnership for becoming a limited partner. (b) Repealed by Laws 1995, ch. 45, § 2. (c) Afte…
W.S. § 17-14-402 Voting
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Voting. Subject to W.S. 17-14-403, 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.
W.S. § 17-14-403 Liability to third parties
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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 is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he…
W.S. § 17-14-404 Person erroneously believing himself limited partner
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Person erroneously believing himself 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 has become a limited partner in the enterprise is not a ge…
W.S. § 17-14-405 Information
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Information. (a) Each limited partner has the right to: (i) Inspect and copy any of the partnership records required to be maintained by W.S. 17-14-206; and (ii) Obtain from the general partners from time to time upon reasonable demand: (A) True and full information regarding the…
W.S. § 17-14-501 Admission of additional general partners
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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 provide in …
W.S. § 17-14-502 Events of withdrawal
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Events of withdrawal. (a) 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: (i) The general partner withdraws from the limited partner…
W.S. § 17-14-503 General powers and liabilities
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General powers and liabilities. (a) Except as provided in this act, in subsections (b) and (c) of this section or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in …
W.S. § 17-14-504 Contributions by, and distributions to, general partner
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Contributions by, and distributions to, 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 the distributions from, the limited partnership as a general partner. A general partner als…
W.S. § 17-14-505 Voting
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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.
W.S. § 17-14-601 Form of contribution
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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.
W.S. § 17-14-602 Liability for contribution
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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 partner…
W.S. § 17-14-603 Sharing of profits and losses
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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, profit…
W.S. § 17-14-604 Sharing of distributions
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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 writi…
W.S. § 17-14-701 Interim distributions
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Interim distributions. (a) Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the…
W.S. § 17-14-702 Withdrawal of general partner
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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 partner …
W.S. § 17-14-703 Withdrawal of limited partner
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Withdrawal of limited partner. (a) A limited partner may 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 happening of wh…
W.S. § 17-14-704 Distribution upon withdrawal
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Distribution upon withdrawal. Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, wi…
W.S. § 17-14-705 Distribution in kind
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Distribution in kind. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in …
W.S. § 17-14-706 Right to distribution
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Right to distribution. At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
W.S. § 17-14-707 Limitations on distribution
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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 interests, …
W.S. § 17-14-708 Liability upon return of contribution
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Liability upon return of contribution. (a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this act, he is liable to the limited partnership for a period of one (1) year thereafter for the amount of the return…
W.S. § 17-14-801 Nature of partnership interest
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Nature of partnership interest. A partnership interest is personal property.
W.S. § 17-14-802 Assignment of partnership interest
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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 any righ…
W.S. § 17-14-803 Rights of creditor
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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 judgment…
W.S. § 17-14-804 Right of assignee to become limited partner
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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: (i) The assignor gives the assignee that right in accordance with authority described in the…
W.S. § 17-14-805 Deceased or incompetent partner; dissolved or terminated partner
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Deceased or incompetent partner; dissolved or terminated partner. If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other…
W.S. § 17-14-901 Nonjudicial dissolution
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Nonjudicial dissolution. (a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (i) At the time specified in the certificate of limited partnership; (ii) Upon the happening of events specified in writing…
W.S. § 17-14-902 Judicial dissolution
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Judicial dissolution. On application by or for a partner the district 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.
W.S. § 17-14-903 Winding up
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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 district court may wind up the limited partnership's…
W.S. § 17-14-904 Distribution of assets
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Distribution of assets. (a) Upon the winding up of a limited partnership, the assets shall be distributed as follows: (i) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabi…