Chapter 47 - Uniform Limited Partnership Act (2001)
- Subchapter 1 - General Provisions
- § 4-47-101 - Short title.
- § 4-47-102 - Definitions.
- § 4-47-103 - Knowledge and notice.
- § 4-47-104 - Nature, purpose, and duration of entity.
- § 4-47-105 - Powers.
- § 4-47-106 - Governing law.
- § 4-47-107 - Supplemental principles of law -- Rate of interest.
- § 4-47-108 - Name.
- § 4-47-109 - Reservation of name.
- § 4-47-110 - Effect of partnership agreement -- Nonwaivable provisions.
- § 4-47-111 - Required information.
- § 4-47-112 - Business transactions of partner with partnership.
- § 4-47-113 - Dual capacity.
- § 4-47-114 - Office and agent for service of process.
- § 4-47-115 - Change of designated office.
- § 4-47-116
- § 4-47-118 - Consent and proxies of partners.
- Subchapter 2 - Formation -- Certificate of Limited Partnership and Other Filings
- § 4-47-201 - Formation of limited partnership -- Certificate of limited partnership.
- § 4-47-202 - Amendment or restatement of certificate.
- § 4-47-203 - Statement of termination.
- § 4-47-204 - Signing of records.
- § 4-47-205 - Signing and filing pursuant to judicial order.
- § 4-47-206 - Delivery to and filing of records by Secretary of State -- Effective time and date.
- § 4-47-207 - Correcting filed record.
- § 4-47-208 - Liability for false information in filed record.
- § 4-47-209 - Certificate of existence or authorization.
- § 4-47-210 - Annual report for Secretary of State.
- Subchapter 3 - Limited Partners
- § 4-47-301 - Becoming limited partner.
- § 4-47-302 - No right or power as limited partner to bind limited partnership.
- § 4-47-303 - No liability as limited partner for limited partnership obligations.
- § 4-47-304 - Right of limited partner and former limited partner to information.
- § 4-47-305 - Limited duties of limited partners.
- § 4-47-306 - Person erroneously believing self to be limited partner.
- Subchapter 4 - General Partners
- § 4-47-401 - Becoming general partner.
- § 4-47-402 - General partner agent of limited partnership.
- § 4-47-403 - Limited partnership liable for general partner's actionable conduct.
- § 4-47-404 - General partner's liability.
- § 4-47-405 - Actions by and against partnership and partners.
- § 4-47-406 - Management rights of general partner.
- § 4-47-407 - Right of general partner and former general partner to information.
- § 4-47-408 - General standards of general partner's conduct.
- Subchapter 5 - Contributions and Distributions
- § 4-47-501 - Form of contribution.
- § 4-47-502 - Liability for contribution.
- § 4-47-503 - Sharing of distributions.
- § 4-47-504 - Interim distributions.
- § 4-47-505 - No distribution on account of dissociation.
- § 4-47-506 - Distribution in kind.
- § 4-47-507 - Right to distribution.
- § 4-47-508 - Limitations on distribution.
- § 4-47-509 - Liability for improper distributions.
- Subchapter 6 - Dissociation
- § 4-47-601 - Dissociation as limited partner.
- § 4-47-602 - Effect of dissociation as limited partner.
- § 4-47-603 - Dissociation as general partner.
- § 4-47-604 - Person's power to dissociate as general partner -- Wrongful dissociation.
- § 4-47-605 - Effect of dissociation as general partner.
- § 4-47-606 - Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
- § 4-47-607 - Liability to other persons of person dissociated as general partner.
- Subchapter 7 - Transferable Interests and Rights of Transferees and Creditors
- Subchapter 8 - Dissolution
- § 4-47-801 - Nonjudicial dissolution.
- § 4-47-802 - Judicial dissolution.
- § 4-47-803 - Winding up.
- § 4-47-804 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.
- § 4-47-805 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
- § 4-47-806 - Known claims against dissolved limited partnership.
- § 4-47-807 - Other claims against dissolved limited partnership.
- § 4-47-808 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
- § 4-47-809 - Administrative dissolution.
- § 4-47-810 - Reinstatement following administrative dissolution.
- § 4-47-811 - Appeal from denial of reinstatement.
- § 4-47-812 - Disposition of assets -- When contributions required.
- Subchapter 9 - Foreign Limited Partnerships
- § 4-47-901 - Governing law.
- § 4-47-902 - Application for certificate of authority.
- § 4-47-903 - Activities not constituting transacting business.
- § 4-47-904 - Filing of certificate of authority.
- § 4-47-905 - Noncomplying name of foreign limited partnership.
- § 4-47-906 - Revocation of certificate of authority.
- § 4-47-907 - Cancellation of certificate of authority -- Effect of failure to have certificate.
- § 4-47-908 - Action by Secretary of State.
- Subchapter 10 - Actions by Partners
- Subchapter 11 - Conversion and Merger
- § 4-47-1101 - Definitions.
- § 4-47-1102 - Conversion.
- § 4-47-1103 - Action on plan of conversion by converting limited partnership.
- § 4-47-1104 - Filings required for conversion -- Effective date.
- § 4-47-1105 - Effect of conversion.
- § 4-47-1106 - Merger.
- § 4-47-1107 - Action on plan of merger by constituent limited partnership.
- § 4-47-1108 - Filings required for merger -- Effective date.
- § 4-47-1109 - Effect of merger.
- § 4-47-1110 - Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
- § 4-47-1111 - Liability of general partner after conversion or merger.
- § 4-47-1112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
- § 4-47-1113 - Chapter not exclusive.
- Subchapter 12 - Miscellaneous Provisions
- § 4-47-1201 - Uniformity of application and construction.
- § 4-47-1202 - Severability clause.
- § 4-47-1203 - Relation to Electronic Signatures in Global and National Commerce Act.
- § 4-47-1204 - Effective date.
- § 4-47-1205 - [Reserved.]
- § 4-47-1206 - Application to existing relationships.
- § 4-47-1207 - Savings clause.
- § 4-47-1208 - Effect of designation.
- § 4-47-1209 - Formation of future limited partnerships.
- Subchapter 13 - Filing Fees