Title 31, Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT

Title 31, Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT

Subchapter 1: GENERAL PROVISIONS

31 §1301. Short title

31 §1302. Definitions

31 §1303. Knowledge and notice

31 §1304. Nature, purpose and duration of entity

31 §1305. Powers

31 §1306. Governing law

31 §1307. Supplemental principles of law; rate of interest

31 §1308. Limited partnership name; assumed name

31 §1309. Reserved name; registered name of foreign limited partnership

31 §1310. Effect of partnership agreement; nonwaivable provisions

31 §1311. Required information

31 §1312. Business transactions of partner with partnership

31 §1313. Dual capacity

31 §1314. Registered office; registered agent (REPEALED)

31 §1314-A. Registered agent of domestic or foreign limited partnership

31 §1315. Change of registered office or registered agent (REPEALED)

31 §1316. Resignation of registered agent (REPEALED)

31 §1317. Service of process (REPEALED)

31 §1317-A. Service of process on domestic or foreign limited partnership

31 §1318. Consent and proxies of partners

Subchapter 2: FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS

31 §1321. Formation of limited partnership; certificate of limited partnership

31 §1322. Amendment or restatement of certificate

31 §1323. Statement of termination

31 §1324. Signing of records

31 §1325. Signing and filing pursuant to judicial order

31 §1326. Delivery to and filing of records by Secretary of State; effective time and date

31 §1327. Correcting filed record

31 §1328. Liability for false information in filed record

31 §1329. Certificate of existence; certificate of authority; certificate of fact

31 §1330. Annual report and amended annual report of domestic and foreign limited partnerships; failure to file annual report; penalty

Subchapter 3: LIMITED PARTNERS

31 §1341. Becoming limited partner

31 §1342. No right or power as limited partner to bind limited partnership

31 §1343. No liability as limited partner for limited partnership obligations

31 §1344. Right of limited partner and former limited partner to information

31 §1345. Limited duties of limited partners

31 §1346. Person erroneously believing self to be limited partner

Subchapter 4: GENERAL PARTNERS

31 §1351. Becoming general partner

31 §1352. General partner agent of limited partnership

31 §1353. Limited partnership liable for general partner's actionable conduct

31 §1354. General partner's liability

31 §1355. Actions by and against partnership and partners

31 §1356. Management rights of general partner

31 §1357. Right of general partner and former general partner to information

31 §1358. General standards of general partner's conduct

Subchapter 5: CONTRIBUTIONS AND DISTRIBUTIONS

31 §1361. Form of contribution

31 §1362. Liability for contribution

31 §1363. Sharing of distributions

31 §1364. Interim distributions

31 §1365. No distribution on account of dissociation

31 §1366. Distribution in kind

31 §1367. Right to distribution

31 §1368. Limitations on distribution

31 §1369. Liability for improper distributions

Subchapter 6: DISSOCIATION

31 §1371. Dissociation as limited partner

31 §1372. Effect of dissociation as limited partner

31 §1373. Dissociation as general partner

31 §1374. Person's power to dissociate as general partner; wrongful dissociation

31 §1375. Effect of dissociation as general partner

31 §1376. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner

31 §1377. Liability to other persons of person dissociated as general partner

Subchapter 7: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS

31 §1381. Partner's transferable interest

31 §1382. Transfer of partner's transferable interest

31 §1383. Rights of judgment creditor of partner or transferee

31 §1384. Power of estate of deceased partner

Subchapter 8: DISSOLUTION

31 §1391. Nonjudicial dissolution

31 §1392. Judicial dissolution

31 §1393. Winding up

31 §1394. Power of general partner and person dissociated as general partner to bind partnership after dissolution

31 §1395. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner

31 §1396. Known claims against dissolved limited partnership

31 §1397. Other claims against dissolved limited partnership

31 §1398. Liability of general partner and person dissociated as general partner when claim against limited partnership barred

31 §1399. Administrative dissolution of domestic limited partnership

31 §1400. Reinstatement following administrative dissolution or suspension of domestic limited partnership

31 §1401. Appeal from denial of reinstatement of domestic limited partnership

31 §1401-A. Revival of domestic limited partnership after dissolution

31 §1402. Disposition of assets; when contributions required

31 §1403. Late reinstatement of domestic limited partnership after administrative dissolution

Subchapter 9: FOREIGN LIMITED PARTNERSHIPS

31 §1411. Governing law

31 §1412. Application for certificate of authority

31 §1412-A. Amendments to application

31 §1413. Activities not constituting transacting business

31 §1414. Filing of certificate of authority

31 §1415. Fictitious name of foreign limited partnership

31 §1416. Revocation of authority

31 §1417. Cancellation of certificate of authority; effect of failure to have certificate

31 §1418. Action by Attorney General

Subchapter 10: ACTIONS BY PARTNERS

31 §1421. Direct action by partner

31 §1422. Derivative action

31 §1423. Proper plaintiff

31 §1424. Pleading

31 §1425. Proceeds and expenses

Subchapter 11: CONVERSION AND MERGER

31 §1431. Definitions

31 §1432. Conversion

31 §1433. Action on plan of conversion by converting limited partnership

31 §1434. Filings required for conversion; effective date

31 §1435. Effect of conversion

31 §1436. Merger

31 §1437. Action on plan of merger by constituent limited partnership

31 §1438. Filings required for merger; effective date

31 §1439. Effect of merger

31 §1440. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status

31 §1441. Liability of general partner after conversion or merger

31 §1442. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger

31 §1443. Subchapter not exclusive

Subchapter 12: MISCELLANEOUS PROVISIONS

31 §1451. Uniformity of application and construction

31 §1452. Relation to electronic signatures in global and national commerce act

31 §1453. Application to existing relationships

31 §1454. Savings clause

31 §1455. Duty of Secretary of State

31 §1456. Rules

31 §1457. Expedited service

31 §1458. Access to data base

31 §1459. Publications

31 §1460. Fees; penalties

31 §1461. Effective date

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