HARMONIZED UNIFORM LIMITED PARTNERSHIP ACT (2001)
Introductory
Reporters’ Note
The
proposed revisions to the text of the act set forth in this document have been
prepared as part of a project that has two purposes: (i) to harmonize the
language of all of the unincorporated entity laws, and (ii) to revise the
language of each of those acts in a manner that permits their integration into
a single code of entity laws.
The
Comments to the act have been omitted from this document to reduce its length. Following the approval of the changes in this
document by the Conference, the Comments will be restored with appropriate
changes.
The
harmonization process has involved the revision of the following acts:
Business Organizations Act
(“HUB”)
Model Entity Transactions Act
(“META”)
Model Registered Agents Act
Uniform Partnership Act (1997)
Uniform Limited Partnership Act
(2001)
Uniform Limited Liability Company
Act (2006)
Uniform Statutory Trust Entity
Act
Uniform Limited Cooperative
Association Act
Uniform Unincorporated Nonprofit
Association Act (2008)
Changes to the currently effective text of the act are
shown by striking through text to be deleted and underlining text to
be added. Regular type is used to
show changes that (i) adopt language from the HUB or META, (ii) are merely
relocations of current language, or (iii) are corrections for the sake of
internal consistency within an act. Changes that adopt language from other
unincorporated entity acts are shown in italics. Changes
that do not have a source in one of the existing unincorporated entity act are
shown in small caps. The changes
shown in small caps made in this
act are replicated in other acts as a matter of harmonization and are shown in
those acts in italics.
HARMONIZED UNIFORM
LIMITED PARTNERSHIP ACT (2001)
SECTION
101. SHORT TITLE. This [Act] [act] may be cited
as the Uniform Limited Partnership Act [year of enactment].
SECTION 102.
DEFINITIONS. In this [act]:
(1) “Certificate of limited partnership” means the certificate required
by Section 201. The term includes the certificate as amended or restated.
(2) “Contribution”, except in the phrase “right of contribution,”, means any property
or a benefit described in
Section 501 which is provided by a person to a limited partnership in order to become a partner or in the person’s
capacity as a partner.
(3) “Debtor in bankruptcy” means a person that is the subject of:
(A) an order for relief
under Title 11 of the United States Code or a comparable order under a
successor statute of general application; or
(B) a comparable order
under federal, state, or foreign law governing insolvency.
(4) “Designated office” means:
(A)
with respect to a limited partnership, the office that the limited partnership
is required to designate and maintain under Section 114; and
(B)
with respect to a foreign limited partnership, its principal office.
(5) (4) “Distribution” means a transfer of
money or other property from a limited partnership to a partner in
the partner’s capacity as a partner or to a transferee person on account of a
transferable interest owned by the transferee
or in the person’s
capacity as a partner. The term:
(A) includes:
(i)
a redemption or other purchase by a limited partnership of a transferable
interest; and
(ii)
a transfer to a partner in return for the partner’s relinquishment of any right
to participate as a partner in the management or conduct of the partnership’s
activities and affairs or to have access to records or other information
concerning the partnership’s activities and affairs; and
(B)
does not include amounts constituting reasonable compensation for present or
past service or payments made in the ordinary course of business under a bona
fide retirement plan or other bona fide benefits program.
(6) (5) “Foreign limited liability limited partnership”
means a foreign limited partnership whose general partners have limited
liability for the debts, obligations, or other liabilities of the
foreign limited partnership under a provision similar to Section 404(c).
(7) (6) “Foreign limited partnership” means a partnership an unincorporated entity
formed under the laws law
of a jurisdiction other than this State
state and required by those laws to have one or more general partners
and one or more limited partners which would be a limited partnership if
formed under the law of this state.
The term includes a foreign limited liability limited partnership.
(8) (7) “General partner” means: (A) with respect to a limited partnership, a person that:
(i) (A) becomes has become a general partner
under Section 401; or (ii) was a general partner in a limited
partnership when the limited partnership became subject to this [Act]
[act] under Section 1206(a)
or (b) 1206; and
(ii) (B) has not dissociated as a general partner under
Section 603.
(B) with respect to a foreign
limited partnership, a person that has rights, powers, and obligations similar
to those of a general partner in a limited partnership.
(8) “Jurisdiction”, used to refer to a political entity, means the United States,
a state, a foreign country, or a political subdivision of a foreign country.
(9)
“Jurisdiction of formation” means, with respect to an entity, the jurisdiction:
(A) under whose law the entity is
formed; or
(B) in the case of a limited
liability partnership or foreign limited liability partnership, in which the partnership’s
statement of qualification is filed.
(9) (10) “Limited
liability limited partnership”, except in the phrase “foreign limited liability
limited partnership”, means a limited partnership whose certificate of limited
partnership states that the limited partnership is a limited liability
limited partnership.
(10) (11) “Limited partner” means: (A) with
respect to a limited partnership, a person that:
(i) (A) becomes has become a limited partner
under Section 301; or (ii) was a limited partner in a limited
partnership when the limited partnership became subject to this [Act]
[act] under Section 1206(a)
or (b) 1206; and
(B) has not dissociated under Section 601.
(B) with respect to a
foreign limited partnership, a person that has rights, powers, and obligations
similar to those of a limited partner in a limited partnership.
(11) (12) “Limited
partnership”, except in the phrases
“foreign limited partnership” and “foreign limited liability limited
partnership”, means an entity, having one or more general
partners and one or more limited partners, which is formed under
this [act] by two or more persons or which becomes
subject to this [act] under [Article] 11 or Section 1206(a) or (b) 1206.
The term includes a limited liability limited partnership.
(12) (13) “Partner” means a limited partner or general
partner.
(13) (14) “Partnership agreement” means the partners’ agreement, whether or
not referred to as a partnership agreement and whether oral,
implied, in a record, or in any combination thereof, of all the partners of a limited partnership
concerning the limited partnership matters
described in Section 111(a).
The term includes the agreement as amended or restated.
(14)(15) “Person” means an
individual, corporation, business trust, estate, trust, partnership, limited
liability company, association, joint venture, government; governmental
subdivision, agency, or instrumentality; public corporation, or any other legal
or commercial entity. “Person”
means an individual, business corporation, nonprofit corporation, partnership,
limited partnership, limited liability company, [general cooperative
association,] limited cooperative association, unincorporated nonprofit
association, statutory trust, business trust, common-law business trust,
estate, trust, association, joint venture, public corporation, government or governmental
subdivision, agency, or instrumentality, or any other legal or commercial
entity.
(15) “Person dissociated as a general partner”
means a person dissociated as a general partner of a limited partnership.
(16) “Principal office” means the office
where the principal executive office of a limited partnership or
foreign limited partnership is located,
whether or not the office is located in this State state.
(17) “Property” means all property, whether real, personal, or mixed
or tangible or intangible, or any right or interest therein.
(17) (18) “Record”, used as a noun, means
information that is inscribed on a tangible medium or that is stored in an
electronic or other medium and is retrievable in perceivable form.
(19) “Registered agent” means an agent of a limited partnership
or foreign limited partnership which is authorized to receive service of any
process, notice, or demand required or permitted by law to be served on the partnership.
(20) “Registered foreign limited partnership” means a foreign limited partnership
that is registered to do business in this state pursuant to a statement of
registration filed by the [Secretary of State].
(18) (21) “Required information” means the information that
a limited partnership is required to maintain under Section 111 114.
(19) (22) “Sign” means, with present intent to
authenticate or adopt a record:
(A) to execute or adopt a tangible symbol with the present intent to
authenticate
a record; or
(B) to attach to or logically associate with the record an
electronic symbol, sound, or process to or with a record with the
present intent to authenticate the record.
(20) (23) “State”
means a State state of the United States, the District of
Columbia, Puerto Rico, the United States Virgin Islands, or any territory or
insular possession subject to the jurisdiction of the United States.
(23) (24) “Transfer”
includes:
(A) an assignment,;
(B) a conveyance, deed, bill of;
(C) a sale,;
(D) a lease, mortgage, security
interest,;
(E) an
encumbrance, including a mortgage or security interest;
(F) a gift,; and
(G) and a
transfer by operation of law.
(24) (25) “Transferable interest” means a partner’s right to receive
distributions the right, as initially owned by a person in the person’s
capacity as a partner, to receive distributions from a limited partnership in
accordance with the partnership agreement, whether or not the person remains a
partner or continues to own any part of the right. The term applies to any fraction of the
interest, by whomever owned.
(25) (26) “Transferee” means a person to which all or part
of a transferable interest has been transferred, whether or not the transferor
is a partner. The term includes a person that owns a transferable
interest under Section 602(a)(3) or 605(a)(5).
SECTION
103. KNOWLEDGE; AND
NOTICE.
(a) A person knows a fact if the person:
(1)
has actual knowledge of it; or
(2) is deemed to know it under law
other than this [act].
(b) A person has notice of a fact if the person:
(1) knows of
it;
(2) has
received a notification of it;
(3) has reason to know it exists the fact from
all of the facts known to the person at the time in question; or
(4) (2) has is deemed to have
notice of it the fact
under subsection (c) or (d).
(c) A certificate of limited partnership on file in the [office of the [Secretary of State] is notice
that the partnership is a limited partnership and the persons designated in the
certificate as general partners are general partners. Except as otherwise provided in subsection
(d), the certificate is not notice of any other fact.
(d) A person has notice of not a partner is deemed to have notice of:
(1) another person’s
dissociation as a general partner,
90 days after the effective date of an amendment to the certificate of
limited partnership which states that the other person has dissociated or 90
days after the effective date of a statement of dissociation pertaining to the
other person, whichever occurs first;
(2) a limited
partnership’s:
(A) dissolution, 90 days after the effective
date of an amendment to the certificate of limited partnership stating that
the limited partnership is dissolved becomes effective;
(3) a limited
partnership’s (B) termination,
90 days after the effective date of a statement of termination under
Section 802(b)(2)(F) becomes effective; and
(C) participation in a merger,
interest exchange, conversion, or domestication 90 days after articles of
merger, interest exchange, conversion, or domestication under [Article] 11
become effective.
(4) a limited partnership’s conversion
under [Article] 11, 90 days after the effective date of the articles of
conversion; or
(5) a merger under [Article] 11, 90 days
after the effective date of the articles of merger.
(e) A Subject to Section 209(f), a person notifies or gives a notification to another
person of a fact by taking
steps reasonably required to inform the other person in ordinary course,
whether or not those steps cause
the other person learns of it to
know the fact.
(f) A person
receives a notification when the notification:
(1)
comes to the person’s attention; or
(2)
is delivered at the person’s place of business or at any other place held out
by the person as a place for receiving communications.
(g) Except as otherwise provided in subsection (h), a
person other than an individual knows, has notice, or receives a notification
of a fact for purposes of a particular transaction when the individual
conducting the transaction for the person knows, has notice, or receives a
notification of the fact, or in any event when the fact would have been brought
to the individual’s attention if the person had exercised reasonable
diligence. A person other than an
individual exercises reasonable diligence if it maintains reasonable routines
for communicating significant information to the individual conducting the
transaction for the person and there is reasonable compliance with the
routines. Reasonable diligence does not
require an individual acting for the person to communicate information unless
the communication is part of the individual’s regular duties or the individual
has reason to know of the transaction and that the transaction would be
materially affected by the information.
(h) (f) A general
partner’s knowledge, or notice, or receipt of a notification of a fact relating
to the limited partnership is effective immediately as knowledge of, or notice to, or receipt of a notification by the
limited partnership, except in
the case of a fraud on the limited
partnership committed by or with the consent of the general partner. A limited partner’s knowledge, or notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, or notice to, or receipt of a notification by the limited partnership.
SECTION
104. NATURE, PURPOSE, AND DURATION OF ENTITY
LIMITED PARTNERSHIP.
(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity
regardless of whether its certificate states that the limited partnership is a
limited liability limited partnership.
(b) A limited partnership may be organized under
this [Act] for have any lawful purpose, regardless of
whether for profit.
(c) A limited partnership has a perpetual
duration.
SECTION
105. POWERS. A limited partnership has the powers capacity to
sue and be sued in its own name and the power to do all things
necessary or convenient to carry on its activities and affairs, including the power to sue, be sued, and defend in its own
name and to maintain an action against a partner for harm caused to the limited
partnership by a breach of the partnership agreement or violation of a duty to
the partnership.
SECTION
106. GOVERNING LAW. The law of this State state governs:
(1) the internal affairs of a limited partnership; and
(2) the liability
of a partner as partner for the debts, obligations, or other liabilities of a
limited partnership relations
among the partners of a limited partnership and between the partners and the
limited partnership and the liability of partners as partners for an obligation
of the limited partnership.
(a) Unless displaced by particular provisions of
this [Act] [act], the principles of law and equity supplement
this [Act] [act].
(b) If an obligation to pay interest arises under
this [Act] and the rate is not specified, the rate is that specified in
[applicable statute].
(a) The name of a limited partnership may contain the name of any
partner.
(b) The name of a limited partnership that is not a limited liability
limited partnership must contain the phrase
words “limited partnership” or the abbreviation “L.P.”or “LP” and
may not contain the phrase words
“limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” or “LLLP”.
(c) The name of a limited liability limited partnership must contain the phrase words “limited
liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and
must not contain the abbreviation “L.P.”or “LP.”.
(d) Unless
authorized by subsection (e), the name of a limited partnership must be
distinguishable in the records of the [Secretary of State] from:
(1) the name
of each person other than an individual incorporated, organized, or authorized
to transact business in this State; and
(2) each name
reserved under Section 109 [or other state laws allowing the reservation or
registration of business names, including fictitious name statutes].
(e) A limited
partnership may apply to the [Secretary of State] for authorization to use a
name that does not comply with subsection (d).
The [Secretary of State] shall authorize use of the name applied for if,
as to each conflicting name:
(1)
the present user, registrant, or owner of the conflicting name consents in a
signed record to the use and submits an undertaking in a form satisfactory to
the [Secretary of State] to change the conflicting name to a name that complies
with subsection (d) and is distinguishable in the records of the [Secretary of
State] from the name applied for;
(2) the applicant delivers to the
[Secretary of State] a certified copy of the final judgment of a court of
competent jurisdiction establishing the applicant’s right to use in this State
the name applied for; or
(3) the applicant delivers to the
[Secretary of State] proof satisfactory to the [Secretary of State] that the
present user, registrant, or owner of the conflicting name:
(A) has
merged into the applicant;
(B)
has been converted into the applicant; or
(C) has
transferred substantially all of its assets, including the conflicting name, to
the applicant.
(d) Except as otherwise provided in subsection (g), the
name of a limited partnership, and the name under which a foreign limited
partnership may register to do business in this state, must be distinguishable
on the records of the [Secretary of State] from:
(1) the name of an existing person whose
formation required the filing of a record by the [Secretary of State];
(2) the name of a limited liability
partnership;
(3) the name of a person that is
registered to do business in this state by the filing of a record by the
[Secretary of State];
(4) each name reserved under Section 109
or other law of this state providing for the reservation of a name by the
filing of a record by the [Secretary of State];
(5) each name registered under Section 110
or other law of this state providing for the registration of a name by the
filing of a record by the [Secretary of State]; or
(6) an assumed name registered under [this
state’s assumed or fictitious name statute].
(e) If a person consents in a record to the use of its
name and submits an undertaking in a form satisfactory to the [Secretary of
State] to change its name to a name that is distinguishable on the records of
the [Secretary of State] from any name in any category of names in subsection (d),
the name of the consenting entity may be used by the person to which the
consent was given.
(f) Except as otherwise provided in subsection (g), in
determining whether a name is the same as or not distinguishable on the records
of the [Secretary of State] from the name of another entity, words, phrases, or
abbreviations indicating the type of person, such as “corporation”, “corp.”,
“incorporated”, “Inc.”, “professional corporation”, “PC”, “professional
association”, “PA”, “Limited”, “Ltd.”, “limited partnership”, “LP”, “limited
liability partnership”, “LLP”, “registered limited liability partnership”,
“RLLP”, “limited liability limited partnership”, “LLLP”, “registered limited
liability limited partnership”, “RLLLP”, “limited liability company”, or “LLC”,
may not be taken into account.
(g) A person may consent in a record to the use of a
name that is not distinguishable on the records of the [Secretary of State]
from its name except for the addition of a word, phrase, or abbreviation
indicating the type of person as provided in subsection (f). In such a case, the person need not change
its name pursuant to subsection (e).
(h) The name of a limited partnership or foreign
limited partnership may not contain the words [insert prohibited words or words
that may be used only with approval by the appropriate state agency].
(f) Subject
to Section 905, this section applies to any foreign limited partnership
transacting business in this State, having a certificate of authority to
transact business in this State, or applying for a certificate of authority.
(a) The
exclusive right to the use of a name that complies with Section 108 may be
reserved by:
(1) a person intending to organize a
limited partnership under this [Act] and to adopt the name;
(2) a limited partnership or a foreign
limited partnership authorized to transact business in this State intending to
adopt the name;
(3) a foreign limited partnership
intending to obtain a certificate of authority to transact business in this
State and adopt the name;
(4) a person intending to organize a
foreign limited partnership and intending to have it obtain a certificate of
authority to transact business in this State and adopt the name;
(5) a foreign limited partnership formed
under the name; or
(6) a foreign limited partnership formed
under a name that does not comply with Section 108(b) or (c), but the name
reserved under this paragraph may differ from the foreign limited partnership’s
name only to the extent necessary to comply with Section 108(b) and (c).
(b) A person
may apply to reserve a name under subsection (a) by delivering to the
[Secretary of State] for filing an application that states the name to be
reserved and the paragraph of subsection (a) which applies. If the [Secretary of State] finds that the
name is available for use by the applicant, the [Secretary of State] shall file
a statement of name reservation and thereby reserve the name for the exclusive
use of the applicant for 120 days.
(c) An
applicant that has reserved a name pursuant to subsection (b) may reserve the
same name for additional 120-day periods.
A person having a current reservation for a name may not apply for
another 120-day period for the same name until 90 days have elapsed in the
current reservation.
(d) A person
that has reserved a name under this section may deliver to the [Secretary of
State] for filing a notice of transfer that states the reserved name, the name
and street and mailing address of some other person to which the reservation is
to be transferred, and the paragraph of subsection (a) which applies to the
other person. Subject to Section 206(c),
the transfer is effective when the [Secretary of State] files the notice of
transfer.
(a) A person
may reserve the exclusive use of a name that complies with Section 108 by
delivering an application to the [Secretary of State] for filing. The
application must state the name and address of the applicant and the name to be
reserved. If the [Secretary of State]
finds that the name is available, the [Secretary of State] shall reserve the
name for the applicant’s exclusive use for [120] days.
(b) The owner
of a reserved name may transfer the reservation to another person that is not
an individual by delivering to the [Secretary of State] a signed notice in
a record of the transfer which states the name and address of the transferee.
(a) A foreign limited partnership not registered to do
business in this state under [Article] 9 may register its name, or an alternate
name adopted pursuant to Section 906, if the name is distinguishable on the
records of the [Secretary of State] from the names that are not available under
Section 108.
(b) To
register its name or an alternate name adopted pursuant to Section 906, a
foreign limited partnership must deliver to the [Secretary of State] for filing
an application stating the partnership’s name, the jurisdiction and date of its
formation, and any alternate name adopted pursuant to Section 906. If the [Secretary of State] finds that the
name applied for is available, the [Secretary of State] shall register the name
for the applicant’s exclusive use.
(c) The
registration of a name under this section is effective for [one year] after the
date of registration.
(d) A foreign
limited partnership whose name registration is effective may renew the
registration for successive one-year periods by delivering, not earlier than
[three months] before the expiration of the registration, to the [Secretary of
State] for filing a renewal application that complies with this section. When filed, the renewal application renews
the registration for a succeeding one-year period.
(e) A foreign
limited partnership whose name registration is effective may register as a
foreign limited partnership under the registered name or consent in a signed
record to the use of that name by another person that is not an individual.
(a) Except as otherwise provided in subsection subsections (b)
(c) and (d), the partnership agreement governs:
(1) relations among the
partners as partners and
between the partners and the partnership;
(2)
the activities and affairs of
the partnership and the conduct of those activities and affairs; and
(3) the means and conditions for amending the
partnership agreement.
(b) To the
extent the partnership agreement does not otherwise provide for a matter described in subsection (a),
this [Act] [act] governs relations
among the partners and between the partners and the partnership the matter.
(b) (c) A partnership agreement may not:
(1) vary a limited
partnership’s power capacity under
Section 105 to sue, and be
sued, and defend in its own
name;
(2) vary the law
applicable to a limited partnership
under Section 106;
(3) vary any requirement, procedure, or other provision of this
[act] pertaining to:
(A)
registered agents; or
(B)
the [Secretary of State], including provisions pertaining to records authorized
or required to be delivered to the [Secretary of State] for filing under this
[act];
(3) (4) vary
the requirements provisions
of Section 204;
(4) (5) vary
the right of a general partner under 406(b)(2) to consent to an amendment to
the certificate of limited partnership which deletes a statement that the
limited partnership is a limited liability limited partnership;
(5)
(6) eliminate the duty of care or the duty of loyalty;
(6)
(7) eliminate the contractual obligation of good faith and fair dealing
under Sections 305(a) and 409(d), but the partnership agreement may prescribe
the standards, if not manifestly unreasonable, by which the performance of the
obligation is to be measured;
(8)
relieve or exonerate a person from liability for conduct involving bad faith,
willful misconduct, or recklessness;
(8) (9) vary the
information required under Section 111 or unreasonably restrict the right to information duties and
rights under Sections Section 304 or 407, but the
partnership agreement may impose reasonable restrictions on the availability
and use of information obtained under those sections and may define appropriate
remedies, including liquidated damages, for a breach of any reasonable
restriction on use;
(5)
eliminate the duty of loyalty under Section 408, but the partnership agreement
may:
(A)
identify specific types or categories of activities that do not violate the
duty of loyalty, if not manifestly unreasonable; and
(B)
specify the number or percentage of partners which may authorize or ratify,
after full disclosure to all partners of all material facts, a specific act or
transaction that otherwise would violate the duty of loyalty;
(6)
unreasonably reduce the duty of care under Section 408(c);
(7)
eliminate the obligation of good faith and fair dealing under Sections 305(b)
and 408(d), but the partnership agreement may prescribe the standards by which
the performance of the obligation is to be measured, if the standards are not
manifestly unreasonable;
(8) (10) vary
the power of a person to dissociate as a general partner under Section 604(a)
except to require that the notice under Section 603(1) be in a record;
(9)
(11) vary the power of a
court to decree causes of
dissolution in the circumstances
specified in Section 802 801(a)(6);
(10) (12) vary the requirement to wind up the
partnership’s business activities
and affairs as specified in Section 803 802(a), 802(b)(1),
and 802(d);
(11) (13) unreasonably restrict the right of a partner to maintain an
action under [Article] 10;
(14) vary the provisions of Section
1005, but the partnership agreement may provide that the partnership may not
have a special litigation committee;
(12)
(15) restrict the right vary the right of a partner to
approve a merger, interest exchange, conversion, or domestication under Section
1110(a) to approve a conversion or merger Section 1123(a)(2),
1133(a)(2), 1043(a)(2), or 1053(a)(2); or
(13) (16) except as otherwise provided in Sections
112 and 113(b), restrict the
rights under this [Act] [act]
of a person other than a partner or a
transferee.
(d) Subject to
subsection (c), without limiting other terms that may be included in a
partnership agreement the following rules apply:
(1) The
partnership agreement may specify the method by which a specific act or
transaction that would otherwise violate the duty of loyalty may be authorized
or ratified by one or more disinterested and independent persons after full
disclosure of all material facts.
(2) If
not manifestly unreasonable, the partnership agreement may:
(A)
restrict or eliminate the aspects of the duty of loyalty stated in Section
409(b);
(B)
identify specific types or categories of activities that do not violate the
duty of loyalty;
(C)
alter the duty of care, but may not authorize intentional misconduct or knowing
violation of law; and
(D)
alter or eliminate any other fiduciary duty.
(e) The court shall
decide as a matter of law any claim under subsection (c)(6) or (d)(2) that a term of a partnership agreement is manifestly
unreasonable. The court:
(1)
shall make its determination as of the time the challenged term became part of
the partnership agreement and by considering only circumstances existing at
that time; and
(2) may
invalidate the term only if, in light of the purposes, activities, and affairs
of the limited partnership, it is readily apparent that:
(A)
the objective of the term is unreasonable; or
(B)
the term is an unreasonable means to achieve the provision’s
objective.
(a)
A limited partnership is bound by and may enforce the partnership agreement,
whether or not the partnership has itself manifested assent to the partnership
agreement.
(b) A person that
becomes a partner of a limited partnership is deemed to assent to the
partnership agreement.
(c) Two or more
persons intending to become the initial partners of a limited partnership may
make an agreement providing that upon the formation of the partnership the
agreement will become the partnership agreement.
(a) A partnership
agreement may specify that its amendment requires the approval of a person that
is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption
does not include the required approval or satisfy the specified condition.
(b) The obligations
of a limited partnership and its partners to a person in the person’s capacity
as a transferee or person dissociated as a partner are governed by the
partnership agreement. Subject only to a
court order issued under Section 703(b)(2) to effectuate a charging order, an
amendment to the partnership agreement made after a person becomes a transferee
or is dissociated as a partner:
(1) is
effective with regard to any debt, obligation, or other liability of the
limited partnership or its partners to the person in the person’s capacity as a
transferee or person dissociated as a partner; and
(2) is
not effective to the extent the amendment imposes a new debt, obligation, or
other liability on the transferee or person dissociated as a partner.
(c) If a record
delivered by a limited partnership to the [Secretary of State] for filing
becomes effective and contains a provision that would be ineffective under
Section 111(c) or (d)(2) if contained in the partnership agreement, the
provision is ineffective in the record.
(d) Subject to
subsection (c), if a record delivered by a limited partnership to the
[Secretary of State] for filing becomes effective conflicts with a provision of
the partnership agreement:
(1) the
agreement prevails as to partners, persons dissociated as partners, and
transferees; and
(2) the
record prevails as to other persons to the extent they reasonably rely on the
record.
SECTION
111 114.
REQUIRED INFORMATION. A
limited partnership shall maintain at its designated
principal office the following information:
(1) a current list showing the full name and last known street and
mailing address of each partner, separately identifying the general partners,
in alphabetical order, and the limited partners, in alphabetical order;
(2) a copy of the initial certificate of limited partnership and all
amendments to and restatements of the certificate, together with signed copies
of any powers of attorney under which any certificate, amendment, or
restatement has been signed;
(3) a copy of any filed articles of conversion
or merger interest exchange,
conversion, or domestication;
(4) a copy of the limited
partnership’s federal, state, and local income tax returns and reports, if any,
for the three most recent years;
(5) a copy of any partnership agreement made in a record and any
amendment made in a record to any partnership agreement;
(6) a copy of any financial statement of the limited partnership for the three most recent years;
(7) a copy of the three most recent [annual] [biennial] reports delivered by
the limited partnership to the
[Secretary of State] pursuant to Section 210
212;
(8) a copy of any record made by the limited partnership during
the past three years of any consent given by or vote taken of any partner
pursuant to this [Act] [act] or the partnership agreement; and
(9) unless contained in a partnership agreement made in a record, a
record stating:
(A) the amount of cash, and a description and statement of the
agreed value of contributions other
than money made the other benefits, contributed and agreed to be
contributed made by
each partner;
(B) the times at which,
or events on the happening of which, any additional contributions agreed to be
made by each partner are to be made;
(C) for any person that
is both a general partner and a limited partner, a specification of what
transferable interest the person owns in each capacity; and
(D) any events upon the
happening of which the limited
partnership is to be dissolved and its activities and affairs wound up.
SECTION
112. BUSINESS TRANSACTIONS OF PARTNER
WITH PARTNERSHIP. A
partner may lend money to and transact other business with the limited partnership
and has the same rights and obligations with respect to the loan or other
transaction as a person that is not a partner.
SECTION
113 115. DUAL CAPACITY. A person may be both a general partner and a
limited partner. A person that is both a
general and limited partner has the rights, powers, duties, and obligations
provided by this [Act] [act] and the partnership agreement in
each of those capacities. When the
person acts as a general partner, the person is subject to the obligations,
duties, and restrictions under this [Act] [act] and the
partnership agreement for general partners.
When the person acts as a limited partner, the person is subject to the
obligations, duties, and restrictions under this [Act] [act] and
the partnership agreement for limited partners.
(a) A
Each limited partnership and each registered foreign limited
partnership shall designate and continuously maintain a registered agent in
this State state:
(1) an office, which need not be a place
of its activity in this State; and
(2) an agent for service of process.
(b) A foreign
limited partnership shall designate and continuously maintain in this State an
agent for service of process. The designation of
a registered agent is an affirmation of fact by the limited partnership or
registered foreign limited partnership that the agent has consented to serve.
(c)
(b) An agent
for service of process of A registered agent for a limited
partnership or registered foreign limited partnership must be an individual who is a
resident of this State or other person authorized to do have a
place of business in this State state.
(c) The
only duties under this [act] of a registered agent that has complied with this
[act] are:
(1) to forward to the limited partnership or
registered foreign limited partnership at the address most recently supplied to
the agent by the partnership any process, notice, or demand pertaining to the partnership
which is served on or received by the agent;
(2) if the registered agent resigns, to
provide the notice required by Section 118(c) to the partnership at the address
most recently supplied to the agent by the partnership; and
(3) to keep current the information with
respect to the agent in the certificate of limited partnership.
(a) In order
to change its designated office, A limited partnership or
registered foreign limited partnership may change its registered agent for service of process,
or the address of its registered agent for service of process, a limited partnership or a
foreign limited partnership may deliver by delivering to the
[Secretary of State] for filing a statement of change containing that
states:
(1) the name of the limited
partnership or foreign limited partnership; and
(2) the street and mailing
address of its current designated office; the information that is
to be in effect as a result of the filing of the statement of change.
(3) if the current designated office is to
be changed, the street and mailing address of the new designated office;
(4) the name and street and mailing
address of its current agent for service of process; and
(5) if the current agent for service of
process or an address of the agent is to
be changed, the new information.
(b) The
general or limited partners need not approve the filing of:
(1) a statement of change under
this section; or
(2) a similar filing changing the
registered agent or registered office, if any, of the limited partnership in
any other jurisdiction.
(c) A
statement of change under this section designating a new registered agent is an
affirmation of fact by the limited partnership or registered foreign limited
partnership that the agent has consented to serve.
(b)
(d) Subject to Section 206(c), a statement of change is effective
when filed by the [Secretary of State]. As an alternative to using the
procedures in this section, a limited partnership or registered foreign limited
partnership may amend its certificate of limited partnership.
(a) In order
to resign as an agent for service of process of A registered
agent may resign as agent for a limited partnership or registered foreign
limited partnership,
the agent must deliver by delivering to the [Secretary of
State] for filing a statement of resignation containing the name of the limited partnership or
foreign limited partnership that states:
(1) the name of the partnership;
(2) the name of the agent;
(3) that the agent resigns from serving as
registered agent for the partnership; and
(4) the address of the partnership to
which the agent will send the notice required by subsection (c).
(b) A statement of resignation takes effect on the
earlier of:
(1) the 31st day after the day on which it
is filed by the [Secretary of State]; or
(2) the designation of a new registered
agent for the limited partnership or registered foreign limited partnership.
(c) A registered agent promptly shall furnish to the
limited partnership or registered foreign limited partnership notice in a
record of the date on which a statement of resignation was filed.
(d) When a statement of resignation takes effect, the registered
agent ceases to have responsibility under this [act] for any matter thereafter
tendered to it as agent for the limited partnership or registered foreign
limited partnership. The resignation
does not affect any contractual rights the partnership has against the agent or
that the agent has against the partnership.
(e) A registered agent may resign with respect to a
limited partnership or registered foreign limited partnership whether or not
the partnership is in good standing.
(b) After
receiving a statement of resignation, the [Secretary of State] shall file it
and mail a copy to the designated office of the limited partnership or foreign
limited partnership and another copy to the principal office if the address of
the office appears in the records of the [Secretary of State] and is different
from the address of the designated office.
(c) An agency
for service of process is terminated on the 31st day after the [Secretary of
State] files the statement of resignation.
(a) If a registered agent changes its name or address,
the agent may deliver to the [Secretary of State] for filing a statement of
change that states:
(1) the name of the limited partnership or
registered foreign limited partnership represented by the registered agent;
(2) the name of the agent as currently
shown in the records of the [Secretary of State] for the partnership or foreign
partnership;
(3) iIf the name of the agent has changed,
its new name; and
(4) if the address of the agent has
changed, its new address.
(b) A registered agent promptly shall furnish notice
to the represented limited partnership or registered foreign limited
partnership of the filing of the statement of change by the [Secretary of
State] and the changes made by the statement.
(a) An agent
for service of process appointed by a limited partnership or foreign limited
partnership is an agent of the limited partnership or foreign limited
partnership for service of any process, notice, or demand required or permitted
by law to be served upon the limited partnership or foreign limited
partnership.
(b) If a
limited partnership or foreign limited partnership does not appoint or maintain
an agent for service of process in this State or the agent for service of
process cannot with reasonable diligence be found at the agent’s address, the
[Secretary of State] is an agent of the limited partnership or foreign limited
partnership upon whom process, notice, or demand may be served.
(c) Service
of any process, notice, or demand on the [Secretary of State] may be made by
delivering to and leaving with the [Secretary of State] duplicate copies of the
process, notice, or demand. If a
process, notice, or demand is served on the [Secretary of State], the
[Secretary of State] shall forward one of the copies by registered or certified
mail, return receipt requested, to the limited partnership or foreign limited
partnership at its designated office.
(d) Service
is effected under subsection (c) at the earliest of:
(1) the date the limited partnership or
foreign limited partnership receives the process, notice, or demand;
(2) the date shown on the return receipt,
if signed on behalf of the limited partnership or foreign limited partnership;
or
(3) five days after the process, notice,
or demand is deposited in the mail, if mailed postpaid and correctly addressed.
(e) The
[Secretary of State] shall keep a record of each process, notice, and demand
served pursuant to this section and record the time of, and the action taken
regarding, the service.
(f) This
section does not affect the right to serve process, notice, or demand in any
other manner provided by law.
(a) A limited partnership or registered foreign
limited partnership may be served with any process, notice, or demand required
or permitted by law by serving its registered agent.
(b) If a limited partnership or registered foreign limited
partnership ceases to have a registered agent, or if its registered agent
cannot with reasonable diligence be served, the partnership may be served by
registered or certified mail, return receipt requested, or by similar commercial
delivery service, addressed to the partnership at its principal office. The address of the principal office must be
as shown in the partnership’s most recent [annual] [biennial] report filed by
the [Secretary of State]. Service is
effected under this subsection on the earliest of:
(1) the date the partnership receives the
mail or delivery by the commercial delivery service;
(2) the date shown on the return receipt,
if signed by the partnership; or
(3) five days after its deposit with the
United States Postal Service, or with the commercial delivery service, if
correctly addressed and with sufficient postage or payment.
(c) If process, notice, or demand cannot be served on
a limited partnership or registered foreign limited partnership pursuant to
subsection (a) or (b), service may be made by handing a copy to the individual
in charge of any regular place of business or activity of the partnership if
the individual served is not a plaintiff in the action.
(d) Service of process, notice, or demand on a
registered agent must be in a written record.
(e) Service of process, notice, or demand may be made
by other means under law other than this [act].
SECTION
118. CONSENT AND PROXIES OF PARTNERS.
Action requiring the consent of partners under this [Act] may be taken
without a meeting, and a partner may appoint a proxy to consent or otherwise
act for the partner by signing an appointment record, either personally or by
the partner’s attorney in fact.
(a) Except as otherwise provided in this [act],
permissible means of delivery of a record include delivery by hand, the United
States Postal Service, a commercial delivery service, and electronic
transmission.
(b) Delivery to the [Secretary of State] is
effective only when a record is received by the [Secretary of State].
SECTION
122. RESERVATION OF POWER TO AMEND OR
REPEAL.
The [legislature of this state] has power to amend or repeal all or part
of this [act] at any time, and all domestic and foreign limited partnerships
subject to this [act] are governed by the amendment or repeal.
(a) In order for To form
a limited partnership to be formed,
a person must deliver a certificate of limited partnership must be delivered to the
[Secretary of State] for filing.
(b) The certificate of limited partnership must
state:
(1) the name of the
limited partnership, which must comply with Section 108;
(2) the street and
mailing address of the initial designated partnership’s
principal office and;
(3) the name and
street and mailing address addresses
within this state of the initial partnership’s
registered agent for service
of process;
(3) (4) the
name and the street and mailing address
addresses of each general partner; and
(4) (5) whether
the limited partnership is a limited liability limited partnership; and
(5) any additional
information required by [Article] 11.
(b) (c) A certificate of limited partnership may also contain any statements as to matters other than those required by
subsection (b), but may not vary or otherwise affect the provisions
specified in Section 110(b) 111(c) in a manner inconsistent with
that section.
(c) (d) If
there has been substantial compliance with subsection (a), subject to Section
206(c) a limited partnership is formed when the [Secretary of State] files the
certificate of limited partnership A
limited partnership is formed when:
(1) the certificate of limited
partnership has become effective:
(2) at least two persons have
become partners;
(3) at least one person has
become a general partner; and
(4) at least one person has
become a limited partner.
(d) Subject to subsection (b), if any provision
of a partnership agreement is inconsistent with the filed certificate of
limited partnership or with a filed statement of dissociation, termination, or
change or filed articles of conversion or merger:
(1)
the partnership agreement prevails as to partners and transferees; and
(2)
the filed certificate of limited partnership, statement of dissociation,
termination, or change, or articles of conversion or merger prevail as to
persons, other than partners and transferees, that reasonably rely on the filed
record to their detriment.
(a) A certificate of limited
partnership may be amended or restated at any time.
(b) In order to To
amend its certificate of limited partnership, a limited partnership must
deliver to the [Secretary of State] for filing an amendment or, pursuant to
[Article] 11, articles of merger stating:
(1) the name of the limited partnership;
(2) the date of filing
of its initial certificate of limited
partnership; and
(3) the changes the
amendment makes to the certificate as most recently amended or restated.
(c) To
restate its certificate of limited partnership, a limited partnership must
deliver to the [Secretary of State] for filing a restatement designated as such
in its heading.
(b) (d) A limited partnership shall promptly deliver to the
[Secretary of State] for filing an amendment to a certificate of limited
partnership to reflect:
(1) the admission of a
new general partner;
(2) the dissociation of
a person as a general partner; or
(3) the appointment of a
person to wind up the limited partnership’s activities and affairs under Section 803(c) 802(c) or
(d).
(c) (e) A If
a general partner that
knows that any information in a filed certificate of limited partnership was false inaccurate when the
certificate was filed or has become false
inaccurate due to changed
circumstances, the general partner
shall promptly:
(1) cause the
certificate to be amended; or
(2) if appropriate,
deliver to the [Secretary of State] for filing a statement of change pursuant to under Section 115
117 or a statement of correction pursuant
to under Section 207 208.
(d) A certificate of limited
partnership may be amended at any time for any other proper purpose as
determined by the limited partnership.
(e) A restated certificate of
limited partnership may be delivered to the [Secretary of State] for filing in
the same manner as an amendment.
(f) Subject to Section 206(c),
an amendment or restated certificate is effective when filed by the [Secretary
of State].
SECTION 203.
STATEMENT OF TERMINATION. A dissolved limited partnership that has
completed winding up may deliver to the [Secretary of State] for filing a
statement of termination that states:
(1) the name of the limited
partnership;
(2) the date of filing of its
initial certificate of limited partnership; and
(3) any other information as
determined by the general partners filing the statement or by a person
appointed pursuant to Section 803(c) or (d).
(a) Each
A record delivered to the [Secretary of State] for filing pursuant
to this [act] must be signed in the
following manner as follows:
(1) An initial
certificate of limited partnership must be signed by all general partners
listed in the certificate.
(2) An amendment to the certificate of limited partnership
adding or deleting a statement that the limited partnership is a limited
liability limited partnership must be signed by all general partners listed in
the certificate.
(3) An amendment to the certificate of limited partnership
designating as general partner a person admitted under Section 801(3)(B)
following the dissociation of a limited partnership’s last general partner must
be signed by that person.
(4) An amendment to the certificate of limited partnership
required by Section 803 802 (c) following the appointment of a
person to wind up the dissolved limited partnership’s activities and affairs must be signed by
that person.
(5) Any other amendment to
the certificate of limited partnership must be signed by:
(A) at least
one general partner listed in the certificate;
(B) each
other person designated in the amendment as a new general partner; and
(C) each
person that the amendment indicates has dissociated as a general partner,
unless:
(i)
the person is deceased or a guardian or general conservator has been appointed
for the person and the amendment so states; or
(ii)
the person has previously delivered to the [Secretary of State] for filing a
statement of dissociation.
(6) A restated
certificate of limited partnership must be signed by at least one general
partner listed in the certificate, and, to the extent the restated certificate
effects a change under any other paragraph of this subsection, the certificate
must be signed in a manner that satisfies that paragraph.
(7) A statement of
termination must be signed by all general partners listed in the certificate of limited partnership or, if the
certificate of a dissolved limited partnership lists no general partners, by
the person appointed pursuant to Section 802(c) or (d) to wind up the dissolved
limited partnership’s activities and
affairs.
(8) Articles of
conversion must be signed by each general partner listed in the certificate of
limited partnership.
(9) Articles of
merger must be signed as provided in Section 1108(a).
(10) (8) Any
other record delivered on behalf of by a limited partnership to
the [Secretary of State] for filing must be signed by at least one general
partner listed in the certificate of
limited partnership.
(11) (9) A
statement by a person pursuant to Section 605(a)(4) stating that the person has
dissociated as a general partner must be signed by that person.
(12) (10) A
statement of withdrawal negation
by a person pursuant to Section 306 must be signed by that person.
(13) (11) A
record delivered on behalf of a foreign limited partnership to the [Secretary
of State] for filing must be signed by at least one general partner of the
foreign limited partnership.
(14) (12) Any
other record delivered on behalf of any person to the [Secretary of State] for
filing must be signed by that person.
(b) Any person may sign by an
attorney in fact any record to be filed pursuant to this [Act] Any
record filed under this [act] may be signed by an agent. Whenever this [act] requires a particular
individual to sign a record and the individual is deceased or incompetent, the
record may be signed by a legal representative of the individual.
(c) A person that signs a record
as an agent or legal representative thereby affirms as a fact that the person
is authorized to sign the record.
(a) If a person required by this [Act] [act] to sign a
record or deliver a record to the [Secretary of State] for filing under this [act] does not do so,
any other person that is aggrieved may petition the [the appropriate
court] to order:
(1) the person to sign
the record;
(2) the person to
deliver the record to the [Secretary of State] for filing; or
(3) the [Secretary of
State] to file the record unsigned.
(b) If the person aggrieved petitioner
under subsection (a) is not the limited partnership or foreign limited
partnership to which the record pertains, the aggrieved person the petitioner shall make the limited partnership or
foreign limited partnership a party to the action. A
person aggrieved under subsection (a) may seek the remedies provided in
subsection (a) in the same action in combination or in the alternative.
(c) A record filed unsigned pursuant to this section under subsection
(a)(3) is effective without being signed.
(a) A record
authorized or required to be delivered to the [Secretary of State] for filing
under this [Act] must be captioned to describe the record’s purpose, be in a
medium permitted by the [Secretary of State], and be delivered to the
[Secretary of State]. Unless the
[Secretary of State] determines that a record does not comply with the filing
requirements of this [Act], and if all filing fees have been paid, the
[Secretary of State] shall file the record and:
(1) for a statement of dissociation, send:
(A) a copy of the filed
statement and a receipt for the fees to the person which the statement
indicates has dissociated as a general partner; and
(B) a copy of the filed
statement and receipt to the limited partnership;
(2) for a statement of withdrawal, send:
(A) a copy of the filed
statement and a receipt for the fees to the person on whose behalf the record
was filed; and
(B) if the statement refers to
an existing limited partnership, a copy of the filed statement and receipt to
the limited partnership; and
(3) for all other records, send a copy of
the filed record and a receipt for the fees to the person on whose behalf the
record was filed.
(b) Upon
request and payment of a fee, the [Secretary of State] shall send to the
requester a certified copy of the requested record.
(c) Except as
otherwise provided in Sections 116 and 207, a record delivered to the
[Secretary of State] for filing under this [Act] may specify an effective time
and a delayed effective date. Except as
otherwise provided in this [Act], a record filed by the [Secretary of State] is
effective:
(1) if the record does not specify an
effective time and does not specify a delayed effective date, on the date and
at the time the record is filed as evidenced by the [Secretary of State’s]
endorsement of the date and time on the record;
(2) if the record specifies an effective
time but not a delayed effective date, on the date the record is filed at the
time specified in the record;
(3) if the record specifies a delayed
effective date but not an effective time, at 12:01 a.m. on the earlier of:
(A) the specified date; or
(B) the 90th day after the
record is filed; or
(4) if the record specifies an effective
time and a delayed effective date, at the specified time on the earlier of:
(A) the specified date; or
(B) the 90th day after the
record is filed.
(a) To be filed by the [Secretary of State] pursuant
to this [act], a record must be received by the [Secretary of State], must
comply with this [act], and satisfy the following:
(1) The filing of the record must be
required or permitted by this [act].
(2) The record must be physically
delivered in written form unless and to the extent the [Secretary of State]
permits electronic delivery of records.
(3) The words in the record must be in
English, and numbers must be in Arabic or Roman numerals, but the name of an entity
need not be in English if written in English letters or Arabic or Roman
numerals.
(4) The record must be signed by a person
authorized under this [act] to sign the record.
(5) The record must state the name and
capacity, if any, of each individual who signed it, either on the individual’s
behalf or on behalf of a person authorized or required to sign the record, but
need not contain a seal, attestation, acknowledgment, or verification.
(b) If law other than this [act] prohibits the
disclosure by the [Secretary of State] of information contained in a record delivered
to the [Secretary of State] for filing, the [Secretary of State] shall accept
the record if the record otherwise complies with this [act] but the [Secretary
of State] may redact the information.
(c) When a record is delivered to the [Secretary of
State] for filing, any fee required under this [act] and any fee, tax, interest,
or penalty required to be paid under this [act] or law other than this [act]
must be paid in a manner permitted by the [Secretary of State] or by that law.
(d) The [Secretary of State] may require that a record
delivered in written form be accompanied by an identical or conformed copy.
SECTION 206.
EFFECTIVE TIME AND DATE. Except as otherwise provided in Section 207
and subject to Section 208(c), a record filed under this [act] is effective:
(1) on the date and at the time of its filing by the
[Secretary of State], as provided in Section 209;
(2) on the date of filing and at the time specified in
the record as its effective time, if later than the time under paragraph (1);
(3) at a specified delayed effective time and date,
which may not be more than 90 days after the date of filing; or
(4) if a delayed effective date is specified, but no
time is specified, at 12:01 a.m. on the date specified, which may not be more
than 90 days after the date of filing.
(a) Except as otherwise provided in [Article] 11, a
record delivered to the [Secretary of State] for filing may be withdrawn before
it takes effect by delivering to the [Secretary of State] for filing a
statement of withdrawal.
(b) A statement of withdrawal must:
(1) be signed by each person that signed
the record being withdrawn, except as otherwise agreed by those persons;
(2) identify the record to be withdrawn;
and
(3) if signed by fewer than all the persons
that signed the record being withdrawn, state that the record is withdrawn in
accordance with the agreement of all the persons that signed the record.
(c) On filing by the [Secretary of State] of a statement
of withdrawal, the action or transaction evidenced by the original record does
not take effect.
(a) A limited
partnership or foreign limited partnership may deliver to the [Secretary of
State] for filing a statement of correction to correct a record previously
delivered by the limited partnership or foreign limited partnership to the
[Secretary of State] and filed by the [Secretary of State], if at the time of
filing the record contained false or erroneous information or was defectively
signed.
(b) A
statement of correction may not state a delayed effective date and must:
(1) describe the record to be corrected,
including its filing date, or attach a copy of the record as filed;
(2) specify the incorrect information and
the reason it is incorrect or the manner in which the signing was defective;
and
(3) correct the incorrect information or
defective signature.
(c) When
filed by the [Secretary of State], a statement of correction is effective
retroactively as of the effective date of the record the statement corrects,
but the statement is effective when filed:
(1) for the purposes of Section 103(c) and
(d); and
(2) as to persons relying on the
uncorrected record and adversely affected by the correction.
(a) A person on whose behalf a filed record was
delivered to the [Secretary of State] for filing may correct the record if:
(1) the record at the time of filing was inaccurate;
(2) the record was defectively signed; or
(3) the electronic transmission of the
record to the [Secretary of State] was defective.
(b) To correct a filed record, a person on whose
behalf the record was delivered to the [Secretary of State] must deliver to the
[Secretary of State] for filing a statement of correction.
(c) A statement of correction:
(1) may not state a delayed effective
date;
(2) must be signed by the person
correcting the filed record;
(3) must identify the filed record to be corrected;
(4) must specify the inaccuracy or defect
to be corrected; and
(5) must correct the inaccuracy or defect.
(d) A statement of correction is effective as of the
effective date of the filed record that it corrects except for purposes of
Section 103(d) and as to persons relying on the uncorrected filed record and
adversely affected by the correction. For
those purposes and as to those persons, the statement of correction is
effective when filed.
(a) The [Secretary
of State] shall file a record delivered to the [Secretary of State] for filing
which satisfies this [act]. The duty of
the [Secretary of State] under this section is ministerial.
(b) When the [Secretary of State] files a record, the
[Secretary of State] shall record it as filed on the date and at the time of
its delivery. After filing a record, the
[Secretary of State] shall deliver to the person that submitted the record a
copy of the record with an acknowledgment of the date and time of filing.
(c) If the [Secretary of State] refuses to file a
record, the [Secretary of State], not later than [15] business days after the
record is delivered, shall:
(1) return the record or notify the person
that submitted the record of the refusal; and
(2) provide a brief explanation in a
record of the reason for the refusal.
(d) If the [Secretary of State] refuses to file a
record, the person that submitted the record may petition [the appropriate
court] to compel filing of the record. The record and the explanation of
the [Secretary of State] of the refusal to file must be attached to the
petition. The court may decide the matter in a summary proceeding.
(e) The filing of or refusal to file a record does not
create a presumption that the information contained in the filing is correct or
incorrect.
(f) Except as otherwise provided by Section 120 or by
law other than this [act], the [Secretary of State] may deliver any record to a
person by delivering it:
(1) in person to the person that submitted
it;
(2) to the address of the person’s
registered agent;
(3) to the principal office of the person;
or
(4) to another address the person provides
to the [Secretary of State] for delivery.
(a) If a record delivered to the [Secretary of State] for filing under this
[act] and filed by the [Secretary of State] contains false inaccurate information, a person that suffers
loss by reliance on the information may recover damages for the loss from:
(1) a person that signed
the record, or caused another to sign it on the person’s behalf, and knew the
information to be false inaccurate
at the time the record was signed; and
(2) a general partner if:
(A)
the record was delivered for filing on behalf of the partnership;
(B)
that has the general
partner had notice of the inaccuracy notice that the information was
false when the record was filed or has become false because of changed
circumstances, if the general partner has notice for a reasonably
sufficient time before the information is was relied upon to
enable the general partner to so that, before the reliance, the general
partner reasonably could have:
(i) effect effected an
amendment under Section 202,;
(ii)
file filed a petition pursuant to under Section 205,
204; or
(iii)
deliver delivered to the
[Secretary of State] for filing a statement of change pursuant to under Section 115 117 or a statement of correction pursuant to under to
Section 207 208.
(b) Signing a record authorized or required to be filed under this [Act]
constitutes an affirmation under the penalties of perjury that the facts stated
in the record are true An individual who signs a record authorized or
required to be filed under this [act] affirms under penalty of perjury that the
information stated in the record is accurate.
(a) The
[Secretary of State], upon request and payment of the requisite fee, shall
furnish a certificate of existence for a limited partnership if the records
filed in the [office of the Secretary of State] show that the [Secretary of
State] has filed a certificate of limited partnership and has not filed a
statement of termination. A certificate
of existence must state:
(1) the limited partnership’s name;
(2) that it was duly formed under the laws
of this State and the date of formation;
(3) whether all fees, taxes, and penalties
due to the [Secretary of State] under this [Act] or other law have been paid;
(4) whether the limited partnership’s most
recent annual report required by Section 210 has been filed by the [Secretary
of State];
(5) whether the [Secretary of State] has
administratively dissolved the limited partnership;
(6) whether the limited partnership’s
certificate of limited partnership has been amended to state that the limited
partnership is dissolved;
(7) that a statement of termination has
not been filed by the [Secretary of State]; and
(8) other facts of record in the [office
of the Secretary of State] which may be requested by the applicant.
(b) The
[Secretary of State], upon request and payment of the requisite fee, shall
furnish a certificate of authorization for a foreign limited partnership if the
records filed in the [office of the Secretary of State] show that the
[Secretary of State] has filed a certificate of authority, has not revoked the
certificate of authority, and has not filed a notice of cancellation. A certificate of authorization must state:
(1) the foreign limited partnership’s name
and any alternate name adopted under Section 905(a) for use in this State;
(2) that it is authorized to transact
business in this State;
(3) whether all fees, taxes, and penalties
due to the [Secretary of State] under this [Act] or other law have been paid;
(4) whether the foreign limited
partnership’s most recent annual report required by Section 210 has been filed
by the [Secretary of State];
(5) that the [Secretary of State] has not
revoked its certificate of authority and has not filed a notice of cancellation;
and
(6) other facts of record in the [office
of the Secretary of State] which may be requested by the applicant.
(c) Subject
to any qualification stated in the certificate, a certificate of existence or
authorization issued by the [Secretary of State] may be relied upon as
conclusive evidence that the limited partnership or foreign limited partnership
is in existence or is authorized to transact business in this State.
(a) On request of any person, the [Secretary of State]
shall issue a certificate of good standing for a limited partnership or a
certificate of registration for a registered foreign limited partnership.
(b) A certificate under subsection (a) must state:
(1) the limited partnership’s name or the registered
foreign limited partnership’s name used in this state;
(2)
in the case of a limited partnership:
(A)
that a certificate of limited partnership has been filed and has taken effect;
(B)
the date the certificate became effective;
(C)
the period of the limited partnership’s duration if the records of the
[Secretary of State] reflect that its period of duration is less than
perpetual; and
(D)
that:
(i)
a statement of dissolution, statement of administrative dissolution, or
statement of termination has not been filed;
(ii)
the records of the [Secretary to State] do not otherwise reflect that the
partnership has been dissolved or terminated; and
(iii)
a proceeding is not pending under Section 810;
(3) in
the case of a registered foreign limited partnership, that it is registered to
do business in this state;
(4) that all fees, taxes, interest, and
penalties owed to this state by the limited partnership or the registered foreign
limited partnership and collected through the [Secretary of State] have been
paid, if:
(A) payment is reflected in
the records of the [Secretary of State]; and
(B) nonpayment affects the
good standing or registration of the limited partnership or registered foreign
limited partnership;
(5) that the most recent [annual]
[biennial] report required by Section 212 has been delivered to the [Secretary
of State] for filing; and
(6) other facts reflected in the records
of the [Secretary of State] pertaining to the limited partnership or foreign
limited partnership which the person requesting the certificate reasonably
requests.
(c) Subject to any qualification stated in the
certificate, a certificate issued by the [Secretary of State] under subsection
(a) may be relied upon as conclusive evidence of the facts stated in the
certificate.
(a) A limited
partnership or a
registered foreign limited partnership authorized to transact business in this State
shall deliver to the [Secretary of State] for filing an annual [an annual] [a biennial] report
that states:
(1) the name of the limited partnership or foreign limited partnership;
(2) the street and mailing
address of its designated office and the name and street and mailing
address addresses of
its registered agent in this State state;
(3) in the case of a limited
partnership, the street and mailing address addresses of its principal office; and
(4) the name of at
least one general partner; and
(5) in the case
of a foreign limited partnership, the State
or other jurisdiction whose
law governs the partnership’s internal affairs under whose law the foreign limited partnership is formed
and any alternate name adopted under Section 905(a) 906(a).
(b) Information in an annual the [annual] [biennial] report must be
current as of the date the annual
report is delivered
to the [Secretary of State] for filing signed by the limited
partnership or registered foreign limited partnership.
(c) The first annual
[annual] [biennial] report must be delivered to the [Secretary of State]
between after
[January 1] and before [April 1] of the year following the calendar year
in which a the limited partnership was formed partnership’s certificate of limited
partnership became effective or a the foreign limited
partnership was
authorized to transact registered to do business in this
state. An annual report Subsequent [annual]
[biennial] reports must be delivered to the [Secretary of State] between after
[January 1] and before [April 1] of each subsequent [second] calendar year thereafter.
(d) If an
annual [an annual] [a biennial] report does not contain the
information required in subsection (a) by this section, the [Secretary of
State] promptly shall promptly notify the reporting limited
partnership or registered foreign limited partnership in a record
and return the report to it for correction. If the report
is corrected to contain the information required in subsection (a) and
delivered to the [Secretary of State] within 30 days after the effective date
of the notice, it is timely delivered.
(e) If a
filed annual [an annual] [a biennial] report contains an address of a designated
office or the name or address of an a registered agent for service of process
which differs from the information shown in the records of the [Secretary of
State] immediately before the filing [annual] [biennial] report becomes
effective, the differing information in the annual [annual] [biennial] report is
considered a statement of change under Section 115 119.
SECTION
301. BECOMING LIMITED PARTNER. A
person becomes a limited partner:
(1) (a) Upon formation of a limited
partnership, a person becomes a limited partner as agreed among the persons
that are to be the initial partners.
(b)
After formation, a person becomes a limited partner:
(1) as
provided in the partnership agreement;
(2) as the
result of a conversion or merger
transaction effective under [Article] 11; or
(3) with the
consent of all the partners.;
or
(4)
as provided in Section 801(a)(4) or (a)(5).
(c)
A person may become a partner without:
(1)
acquiring a transferable interest; or
(2)
making or being obligated to make a contribution to the limited partnership.
SECTION
302. NO RIGHT OR AGENCY
POWER OF LIMITED PARTNER AS LIMITED PARTNER TO BIND LIMITED
PARTNERSHIP. A
limited partner does not have the right or the power as a limited partner to
act for or bind the limited partnership.
(a)
A limited partner is not an agent of a limited partnership solely by reason of
being a limited partner.
(b)
A person’s status as a limited partner does not prevent or restrict law other
than this [act] from imposing liability on a limited partnership because of the
person’s conduct.
SECTION
303. NO LIABILITY AS LIMITED PARTNER FOR
LIMITED PARTNERSHIP OBLIGATIONS. An
obligation
(a)
A debt, obligation, or other liability of a limited partnership, whether arising in contract, tort, or
otherwise, is not the obligation of a limited partner. A limited partner is not personally liable,
directly or indirectly, by way of contribution or otherwise, for an obligation a debt, obligation,
or other liability of the limited partnership solely by reason of being
or acting as a limited
partner, even if the limited partner participates in the management and control
of the limited partnership.
(b) The failure
of a limited partnership to observe formalities relating to the exercise of its
powers or management of its activities and affairs is not a ground for imposing
liability on a limited partner for a debt, obligation, or other liability of
the partnership.
(a) On 10 days’ demand, made in a record received by the limited
partnership, a limited partner may inspect and copy required information during
regular business hours in the limited partnership’s designated principal office. The limited partner need not have any
particular purpose for seeking the information.
(b) During regular business hours and at a reasonable location specified
by the limited partnership, a limited partner may obtain from the limited partnership and inspect and copy true and full information
regarding the state of the
activities, and affairs, financial
condition, and other circumstances
of the limited partnership and other
information regarding the activities of the limited partnership as is
just and reasonable if:
(1) the limited partner
seeks the information for a purpose reasonably related to the partner’s
interest as a limited partner;
(2) the limited partner
makes a demand in a record received by the limited partnership, describing with
reasonable particularity the information sought and the purpose for seeking the
information; and
(3) the information
sought is directly connected to the limited partner’s purpose.
(c) Within Not later than 10 days after receiving a demand
pursuant to subsection (b), the limited partnership in a record shall inform
the limited partner that made the demand:
(1) what of the information the limited partnership will provide in response to the demand;
(2)
and when and where the limited
partnership will provide the information; and
(3)
(2) if the limited partnership
declines to provide any demanded information, the limited partnership’s reasons for declining.
(d) Whenever this [act] or a partnership agreement provides for a
limited partner to give or withhold consent to a matter, before the consent is
given or withheld, the limited partnership shall, without demand, provide the
limited partner with all information that is known to the partnership and is material to the limited partner’s
decision.
(e) Subject to subsection (f) (j), on 10 days’ demand made in a record
received by a limited partnership, a person dissociated as a limited
partner may inspect and copy required information
during regular business hours in the limited partnership’s designated office
have access to information to which the person was entitled while a limited
partner if:
(1) the information
pertains to the period during which the person was a limited partner;
(2) the person seeks the
information in good faith; and
(3) the person meets satisfies the
requirements of imposed on a
limited partner by subsection (b).
(e) (f) The limited partnership shall respond to a demand
made pursuant to subsection (d) (e)
in the same manner as provided
in subsection (c).
(g) A limited partnership may charge a person that makes a demand
under this section reasonable costs of copying, limited to the costs of labor
and material.
(h) A limited partner or person dissociated as a limited partner may
exercise the rights under this section through an attorney or other agent or,
in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by
the partnership agreement or under subsection (k) (g) or by the partnership agreement applies both
to the attorney or other agent
or legal representative and to
the limited partner or person dissociated as a limited partner.
(i) Subject to subsection (i) (j), the rights under
this section do not extend to a person as transferee.
(j) If a limited partner dies, Section 704 applies.
(g) (k) The
limited partnership may impose reasonable restrictions on the use of
information obtained under this section. In addition to any restriction
or condition stated in its partnership agreement, a limited partnership, as a
matter within the ordinary course of its activities and affairs, may impose
reasonable restrictions and conditions on access to and use of information to
be furnished under this section, including designating information confidential
and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the
reasonableness of a restriction under this subsection, the limited partnership has the burden of proving
reasonableness.
(h) A limited partnership may charge a person that makes a demand
under this section reasonable costs of copying, limited to the costs of labor
and material.
(i) Whenever this [Act] or a partnership agreement provides for a limited
partner to give or withhold consent to a matter, before the consent is given or
withheld, the limited partnership shall, without demand, provide the limited
partner with all information material to the limited partner’s decision that
the limited partnership knows.
(j) A limited partner or
person dissociated as a limited partner may exercise the rights under this
section through an attorney or other agent.
Any restriction imposed under subsection (g) or by the partnership
agreement applies both to the attorney or other agent and to the limited
partner or person dissociated as a limited partner.
(k) The rights stated in
this section do not extend to a person as transferee, but may be exercised by
the legal representative of an individual under legal disability who is a
limited partner or person dissociated as a limited partner.
(a) A limited partner does not have any fiduciary duty to the limited
partnership or to any other partner solely by reason of being a limited
partner.
(b) A limited partner shall discharge the any
duties to the partnership and the other partners under this [Act] or
under the partnership agreement and exercise any rights under
this [act]
or the partnership agreement consistently with the contractual obligation of good
faith and fair dealing.
(b) Except as otherwise provided in subsection (a), a limited partner does not have any
duty to the limited partnership or to any other partner solely by reason of acting
as a limited partner.
(c) A limited
partner does not violate a duty or obligation under this [Act] or under the
partnership agreement merely because the limited partner’s conduct furthers the
limited partner’s own interest If a limited partner enters into a
transaction with a limited partnership, the limited partner’s rights and
obligations arising from the transaction are the same as those of a person that
is not a partner.
(a) Except as otherwise provided in subsection (b), a person that makes
an investment in a business enterprise and erroneously but in good faith believes
that the person has become a limited partner in the enterprise is not liable
for the enterprise’s obligations by reason of making the investment, receiving
distributions from the enterprise, or exercising any rights of or appropriate
to a limited partner, if, on ascertaining the mistake, the person:
(1) causes an
appropriate certificate of limited partnership, amendment, or statement of
correction to be signed and delivered to the [Secretary of State] for filing;
or
(2) withdraws from
future participation as an owner in the enterprise by signing and delivering to
the [Secretary of State] for filing a statement of withdrawal negation under this section.
(b) A person that makes an
investment described in subsection (a) is liable to the same extent as a
general partner to any third party that enters into a transaction with the
enterprise, believing in good faith that the person is a general partner,
before the [Secretary of State] files a statement of withdrawal negation, certificate of limited partnership,
amendment, or statement of correction to show that the person is not a general
partner.
(c) If a person makes a diligent effort in good faith to comply with
subsection (a)(1) and is unable to cause the appropriate certificate of limited
partnership, amendment, or statement of correction to be signed and delivered
to the [Secretary of State] for filing, the person has the right to withdraw
from the enterprise pursuant to subsection (a)(2) even if the withdrawal would
otherwise breach an agreement with others that are or have agreed to become
co-owners of the enterprise.
SECTION
401. BECOMING GENERAL PARTNER.
(a) A person becomes a general
partner:
(1) upon formation of a limited partnership, as agreed among the
persons that are to be the initial partners; and
(2)
after formation:
(A) as provided in the
partnership agreement;
(2) (B) under
Section 801(3)(B) 801(A)(3)(B)
following the dissociation of a limited partnership’s last general partner;
(3) (C) as the result of a
conversion or merger transaction
effective under [Article] 11; or
(4) (D) with the consent
of all the partners.
(b) A person may become a
general partner without:
(1)
acquiring a transferable interest; or
(2)
making or being obligated to make a contribution to the partnership.
(a) Each general partner is an agent of the limited partnership for the
purposes of its activities and affairs. An act of a general partner, including the
signing of a record in the partnership’s name, for apparently carrying on in
the ordinary course the limited
partnership’s activities and affairs
or activities and affairs of
the kind carried on by the limited
partnership binds the limited
partnership, unless the general partner did not have authority to act for the limited partnership in the
particular matter and the person with which the general partner was dealing
knew, had received a notification,
or had notice under Section 103(d)
that the general partner lacked authority.
(b) An act of a general partner which is not apparently for carrying on
in the ordinary course the limited partnership’s activities and affairs or activities and affairs of the kind carried
on by the limited partnership
binds the limited partnership
only if the act was actually authorized by all the other partners.
(a) A limited 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 general partner acting in the ordinary course
of activities and affairs of
the limited partnership or
with the actual or apparent authority
of the limited partnership.
(b) If, in the course of the a limited partnership’s
activities and affairs or
while acting with actual or apparent
authority of the limited
partnership, a general partner receives or causes the limited partnership to receive money or property of a person
not a partner, and the money or property is misapplied by a general partner,
the limited partnership is
liable for the loss.
(a) Except as otherwise provided in subsections (b) and (c), all general
partners are liable jointly and severally for all debts, obligations,
and other liabilities of the limited partnership unless otherwise
agreed by the claimant or provided by law.
(b) A person that becomes a general partner of an existing limited
partnership is not personally liable for an
a debt, obligation, or
other liability of a limited
the
partnership incurred before the person became a general partner.
(c) An A debt, obligation, or other liability of a limited
partnership incurred while the limited
partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely
the debt, obligation, or other liability of the
limited liability limited partnership. A general partner is not personally liable,
directly or indirectly, by way of contribution or otherwise, for such a debt, obligation, or other liability of the limited
liability limited partnership solely by reason of being or acting as a
general partner. This subsection applies despite anything inconsistent in the
partnership agreement that existed immediately before the consent required to
become a limited liability limited partnership under Section 406(b)(2).; or
(d) The failure of a limited liability limited
partnership to observe formalities
relating to the exercise of its powers or management of its
activities and affairs is not a ground for imposing liability on a general
partner of the limited liability limited partnership for a debt, obligation, or
liability of the partnership.
(e) An amendment of
a certificate of limited partnership which deletes a statement that the limited
partnership is a limited liability limited partnership does not affect the limitation
in this section on liability of a general partner for a debt, obligation, or
other liability of the limited partnership incurred before the amendment became
effective.
(a) To the extent not inconsistent with Section 404, a general partner
may be joined in an action against the limited partnership or named in a
separate action.
(b) A judgment against a limited partnership is not by itself a judgment
against a general partner. A judgment
against a limited partnership may not be satisfied from a general partner’s
assets unless there is also a judgment against the general partner.
(c) A judgment creditor of a
general partner may not levy execution against the assets of the general partner
to satisfy a judgment based on a claim against the limited partnership, unless
the partner is personally liable for the claim under Section 404 and:
(1) a judgment based on
the same claim has been obtained against the limited partnership and a writ of execution
on the judgment has been returned unsatisfied in whole or in part;
(2) the limited partnership is a debtor
in bankruptcy;
(3) the general partner
has agreed that the creditor need not exhaust limited partnership assets;
(4) a court grants permission
to the judgment creditor to levy execution against the assets of a general
partner based on a finding that limited
partnership assets subject to execution are clearly insufficient to satisfy the
judgment, that exhaustion of partnership
assets is excessively burdensome, or that the grant of permission is an
appropriate exercise of the court’s equitable powers; or
(5) liability is imposed
on the general partner by law or contract independent of the existence of the limited partnership.
(a) Each general partner has equal rights in the management and conduct
of the limited partnership’s activities and
affairs. Except as expressly
provided in this [act], any matter relating to the activities and affairs of the limited partnership may be exclusively is decided
exclusively by the general
partner or, if there is more than one general partner, by a majority of the
general partners.
(b) The consent of each partner
all partners is necessary
required to:
(1) amend the
partnership agreement;
(2) amend the
certificate of limited partnership to add or, subject to Section 1110,
delete a statement that the limited partnership is a limited liability limited
partnership; and
(3) sell, lease,
exchange, or otherwise dispose of all, or substantially all, of the limited
partnership’s property, with or without the good will, other than in the usual
and regular course of the limited partnership’s activities and affairs; and
(4) approve a transaction
under [Article] 11.
(c) A limited partnership shall
reimburse a general partner for payments made and indemnify a general partner
for liabilities incurred by the general partner in the ordinary course of the
activities of the partnership or for the preservation of its activities or
property.
(d) A limited partnership shall reimburse a general partner for an
advance to the limited
partnership beyond the amount of capital the general partner agreed to contribute.
(e) (d) A payment or advance made by a general partner
which gives rise to an obligation of the limited partnership under subsection
(c) or (d) Section 408(a)
constitutes a loan to the limited partnership which accrues interest from the
date of the payment or advance.
(f) (e) A general partner is not entitled to remuneration
for services performed for the partnership.
(a) A general partner may inspect and
copy required information during regular business hours in the limited
partnership’s principal office, without having any particular purpose for
seeking the information, may inspect and copy during regular business hours:
(1) in the limited
partnership’s designated office, required information; and
(2) at a reasonable
location specified by the limited partnership, any other records maintained by
the limited partnership regarding the activities and financial condition.
(b) On
reasonable notice, a general partner may inspect and copy during regular
business hours, at a reasonable location specified by the limited partnership,
any record maintained by the partnership regarding the partnership’s
activities, affairs, financial condition, and other circumstances, to the
extent the information is material to the general partner’s rights and duties
under the partnership agreement or this [act].
(c) Each general partner and the A
limited partnership shall furnish to a
each general partner:
(1) without demand, any
information concerning the limited partnership’s activities, affairs, and activities reasonably required for the
proper exercise of the general partner’s rights and duties under the
partnership agreement or this [Act] financial
condition, and other circumstances which the partnership knows and are material
to the proper exercise of the general partner’s rights and duties under the
partnership agreement or this [act], except to the extent the partnership can
establish that it reasonably believes the general partner already knows the
information; and
(2) on demand, any other
information concerning the limited partnership’s activities, affairs, financial condition, and other
circumstances, except to the extent the demand or the information
demanded is unreasonable or otherwise improper under the circumstances.
(d) The duty to furnish
information under subsection (b) also applies to each general partner to the
extent the general partner knows any of the information described in subsection
(b).
(e) Subject to subsection (e) (h), on 10 days’
demand made in a record received by the limited partnership, a person
dissociated as a general partner may have access to the information and records
described in subsection subsections
(a) and (b) at the location locations specified
in subsection (a) those
subsections if:
(1) the information or
record pertains to the period during which the person was a general partner;
(2) the person seeks the
information or record in good faith;
and
(3) the person satisfies
the requirements imposed on a limited partner by Section 304(b).
(d) (f) The limited partnership shall respond to a demand
made pursuant to subsection (c) in the same
manner as provided in Section
304(c).
(e) If a general partner dies, Section 704 applies.
(f) (g) A limited partnership may charge a person that makes a
demand under this section the reasonable costs of copying, limited to the costs
of labor and material.
(h) A general
partner or person dissociated as a general partner may exercise rights under
this section through an agent or, in the case of an individual under legal
disability, a legal representative. Any
restriction or condition imposed by the partnership agreement or under
subsection (i) applies both to the
agent or legal representative and the general partner or person dissociated as
a general partner.
(i) The rights
under this section do not extend to a person as transferee, but if:
(i)
(1) a general partner dies, Section 704 applies; and
(ii) (2) an individual dissociates as a general
partner under Section 603(7)(B) or (C), the legal representative of the
individual may exercise the rights under subsection (d) of a person dissociated
as a general partner.
(j) The limited
partnership may impose reasonable restrictions on the use of information under
this section. In addition to any
restriction or condition stated in the partnership agreement, a limited
partnership, as a matter within the ordinary course of its activities and
affairs, may impose reasonable restrictions and conditions on access to and use
of information to be furnished under this section, including designating
information confidential and imposing nondisclosure and safeguarding
obligations on the recipient. In
any a dispute
concerning the reasonableness of a restriction under this subsection, the limited partnership has the
burden of proving reasonableness.
(g) A limited partnership may charge a person dissociated as a general
partner that makes a demand under this section reasonable costs of copying,
limited to the costs of labor and material.
(h) A general partner or person
dissociated as a general partner may exercise the rights under this section through
an attorney or other agent. Any
restriction imposed under subsection (f) or by the partnership agreement
applies both to the attorney or other agent and to the general partner or
person dissociated as a general partner.
(i) The rights under this section
do not extend to a person as transferee, but the rights under subsection (c) of
a person dissociated as a general may be exercised by the legal representative
of an individual who dissociated as a general partner under Section 603(7)(B)
or (C).
(a) A limited
partnership shall reimburse a general partner for any payment made by the
general partner in the course of the general partner’s activities on behalf of
the partnership, if the general partner complied with Sections 406, 409, and
505 in making the payment.
(b) A limited
partnership shall indemnify and hold harmless a person with respect to any
claim or demand against the person and any debt, obligation, or other liability
incurred by the person by reason of the person’s former or present capacity as
a general partner, if the claim, demand, debt, obligation, or other liability
does not arise from the person’s breach of Section 406, 409, or 505.
(c) In the ordinary
course of its activities and affairs, a limited partnership may advance
reasonable expenses, including attorney’s fees and costs, incurred by a person
in connection with a claim or demand against the person by reason of the
person’s former or present capacity as a general partner, if the person
promises to repay the partnership if the person ultimately is determined not to
be entitled to be indemnified under subsection (b).
(d) A limited
partnership may purchase and maintain insurance on behalf of a general partner
against liability asserted against or incurred by the general partner in that
capacity or arising from that status even if, under Section 111(c)(8), the
partnership agreement could not eliminate or limit the person’s liability to
the partnership for the conduct giving rise to the liability.
(a) The
only fiduciary duties that a A general partner has owes to the limited
partnership and, subject to Section
1001(a), the other partners are
the duties of loyalty and care under stated in subsections (b)
and (c).
(b) A general partner’s The
fiduciary duty of loyalty of a
general partner to the limited partnership
and the other partners is limited to the following includes the duties:
(1) to account to the
limited partnership and hold as trustee for it any property, profit, or benefit
derived by the general partner:
(A) in the conduct and or winding up of the
partnership’s activities and affairs;
or
(B) derived from a use by the general partner of the partnership’s partnership property, including; or
(C)
from the appropriation of a limited
partnership opportunity;
(2) to refrain from
dealing with the limited partnership
in the conduct or winding up of the limited
partnership’s activities and affairs
as or on behalf of a party person
having an interest adverse to the limited
partnership; and
(3) to refrain from
competing with the limited partnership
in the conduct or winding up of the limited
partnership’s activities and affairs.
(c) A general partner’s The
duty of care of a general partner to
the limited partnership and the other partners in the conduct and or winding up of the
limited partnership’s activities and affairs
is limited to refraining refrain from
engaging in grossly negligent or reckless conduct, intentional misconduct, or a
knowing violation of law.
(d) A general partner shall discharge the duties to the partnership and the other partners and obligations under this [Act] [act] or under the
partnership agreement and exercise any rights consistently with the contractual obligation of good
faith and fair dealing.
(e) A general partner does not violate a duty or obligation under this [Act] [act] or under the
partnership agreement merely solely
because the general partner’s conduct furthers the general partner’s own
interest.
(f) All the
partners of a limited partnership may authorize or ratify, after full
disclosure of all material facts, a specific act or transaction by a general
partner that otherwise would violate the duty of loyalty.
(g) It is a defense
to a claim under subsection (b)(2) and any comparable claim in equity or at
common law that the transaction was fair to the limited partnership.
(h) If, as
permitted by subsection (f) or the partnership agreement, a general partner
enters into a transaction with the limited partnership which otherwise would be
prohibited by subsection (b)(2), the general partner’s rights and obligations
arising from the transaction are the same as those of a person that is not a
general partner.
SECTION
501. FORM OF CONTRIBUTION. A contribution of a partner may consist of tangible or intangible property transferred, services performed, or other benefit provided to the limited
partnership, including money, services
performed, promissory notes, other agreements or an agreement to
contribute cash or transfer property, and contracts for services to be
performed perform services, or provide another benefit.
(a) A partner’s person’s
obligation to contribute money or
other property or other benefit to, or to perform services for, to make
a contribution to a limited partnership is not excused by the partner’s person’s death,
disability, or other inability to perform personally.
(b) If a partner person
does not fulfill an obligation to
make a promised non-monetary
contribution, the partner person
is obligated at the option of the limited partnership to contribute money equal
to that portion of the value,
as stated in the required information, of the stated part of the contribution which
has not been made.
(c) The obligation of a partner
person to make a contribution or
return money or other property paid or distributed in violation of this [Act]
may be compromised only by consent of all partners. A
If a creditor of a limited partnership which extends credit or otherwise acts in reliance on an
obligation described in subsection (a), without notice of any compromise
under this subsection, the creditor
may enforce the original obligation.
(a) A
distribution Except to the extent necessary to comply with a transfer
effective under Section 702 or charging order in effect under Section 703, any
distributions made by a limited partnership before its dissolution and winding up must be shared among
the partners on the basis of the value, as stated in the required records when
the limited partnership decides to make the distribution, of the contributions
the limited partnership has received from each partner..
SECTION 504. INTERIM DISTRIBUTIONS. (b)
A partner does not have person
has a right to any a distribution before the
dissolution and winding up of the a
limited partnership unless only
if the limited
partnership decides to make an interim distribution. A person’s
dissociation does not entitle the person to a distribution.
SECTION
505. NO DISTRIBUTION ON ACCOUNT OF
DISSOCIATION. A
person does not have a right to receive a distribution on account of
dissociation.
SECTION
506. DISTRIBUTION IN KIND. (c)
A partner person does
not have a right to demand or receive any
a distribution from a limited partnership in any form other than cash money. Subject
to Except as otherwise provided in Section 812(b) 813,
a limited partnership may
distribute an asset in kind to the
extent only if each part of the asset is fungible with each other part
and each partner person receives a percentage of
the asset equal in value to
the partner’s person’s share of distributions.
SECTION
507. RIGHT TO DISTRIBUTION.
When (d) If a partner or transferee
becomes entitled to receive a distribution, the partner or transferee has the
status of, and is entitled to all remedies available to, a creditor of the
limited partnership with respect to the distribution. However, the limited partnership’s obligation to make a distribution is
subject to offset for any amount owed to the limited partnership by the partner or a person dissociated as
a partner on whose account the distribution is made.
(a) A limited partnership may not make a
distribution in violation of the
partnership agreement., including a distribution under Section 813
(b) A limited partnership may not make a
distribution if after the distribution:
(1) the limited partnership would not be
able to pay its debts as they become due in the ordinary course of the limited partnership’s activities and affairs; or
(2) the limited partnership’s total
assets would be less than the sum of its total liabilities plus, unless the partnership agreement
permits otherwise, the amount that would be needed, if the limited partnership were to be
dissolved, and wound up, and
terminated at the time of the distribution, to satisfy the preferential
rights upon dissolution, and winding up, and termination of partners and transferees whose
preferential rights are superior to those of persons receiving the
distribution.
(c) (b) A limited partnership may base a
determination that a distribution is not prohibited under subsection (b) (a) on:
(1)
financial statements prepared on the basis of accounting practices and
principles that are reasonable in the circumstances; or
(2)
on a fair valuation or other method that is reasonable in under the circumstances.
(d) (c) Except as
otherwise provided in subsection (g) (e), the effect of a
distribution under subsection (b)
(a) is measured:
(1) in the case of
distribution by purchase, redemption,
or other acquisition of a transferable interest in the limited partnership
as defined in Section 102(4)(A),
as of the earlier of:
(A)
the date money or other property is transferred or debt is incurred by the limited
partnership; and or
(B) the date the person entitled to the
distribution ceases to own the interest or right being acquired by the
partnership in return for the distribution;
(2) in the case of any other distribution of indebtedness, as of the
date the indebtedness is distributed; and
(3)
in all other cases, as of the date:
(A) the
distribution is authorized, if the payment occurs within not later
than 120 days after that date; or
(B) the
payment is made, if payment occurs more than120 days after the distribution is
authorized.
(e)
(d) A limited partnership’s indebtedness to a partner or transferee incurred by reason
of a distribution made in accordance with this section is at parity with the limited partnership’s
indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement.
(f) (e) A limited
partnership’s indebtedness, including indebtedness issued in connection with or as part of as a distribution, is not considered a liability for
purposes of subsection (b) (a) if the terms of the indebtedness provide that
payment of principal and interest is made only if and to the extent that payment of a distribution could then be made to partners under this section.
(g) If the indebtedness is issued as a
distribution, each payment of principal or interest is treated as a
distribution, the effect of which is measured on the date the payment is made.
(f) In measuring the effect of a
distribution under Section 503, the debts and liabilities of a dissolved
limited partnership do not include any claim that has been disposed of under
Section 806, 807, or 808.
(a) A If a general partner that consents to a distribution
made in violation of Section 508 504 and in consenting to the distribution fails to comply with Section 409,
the general partner is personally liable to the limited partnership for
the amount of the distribution which exceeds the amount that could have been
distributed without the violation of
Section 504 if it is
established that in consenting to the distribution the general partner failed
to comply with Section 408.
(b) A partner or transferee
person that received receives a
distribution knowing that the
distribution to that partner or
transferee was made in violation of violated Section 508 504
is personally liable to the limited partnership but only to the extent that the
distribution received by the partner
or transferee person exceeded
the amount that could have been properly paid under Section 508 504.
(c) A general partner against which an action is commenced under subsection (a) because the general partner is liable
under subsection (a) may:
(1) implead in the action any other person
that is liable subject to liability under
subsection (a) and compel seek
to enforce a right of contribution from the person; and
(2) implead in the action any person that
received a distribution in violation of subsection (b) and compel seek to enforce a right of contribution from
the person in the amount the person received in violation of subsection (b).
(d) An action under this section is barred if it is not unless commenced within not later than two years after the
distribution.
(a) A person does not have a right to dissociate as a limited partner
before the termination completion of the winding up of
the limited partnership.
(b) A person is dissociated from
a limited partnership as a limited partner upon the occurrence of any of the following events when:
(1) the limited partnership’s having partnership has notice of the person’s express will to
withdraw as a limited partner or on a,
but, if the person specified a withdrawal date later than the date the
partnership had notice, on that later date specified by the person;
(2) an event agreed to stated in the partnership agreement as causing the person’s
dissociation as a limited partner occurs;
(3) the person’s expulsion person is expelled as a limited
partner pursuant to the partnership agreement;
(4) the person’s expulsion person is expelled as a limited
partner by the unanimous consent of the other partners if:
(A) it is
unlawful to carry on the limited partnership’s activities and affairs with the person as a limited partner;
(B) there
has been a transfer of all of the person’s transferable interest in the limited
partnership, other than:
(i) a transfer for security
purposes,; or
(ii) a court charging order charging the person’s interest, in effect under Section 703
which has not been foreclosed;
(C) the
person is a corporation and, within 90 days after:
(i)
the limited partnership
notifies the person that it will be expelled as a limited partner because it
the person has filed a
certificate of dissolution or the equivalent, its charter has been revoked, or
its right to conduct business has been suspended by the jurisdiction of its
incorporation, there is no revocation
of; and
(ii)
not later than 90 days after the notification the certificate of
dissolution or the equivalent has not
been revoked or no
reinstatement of or its charter or its right to conduct business has not been reinstated; or
(D) the
person is a limited liability company
or partnership an
unincorporated entity that has been dissolved and whose business is
being wound up;
(5)
on application by the limited
partnership, the person’s expulsion
person is expelled as a
limited partner by judicial order because the
person:
(A) the person has engaged or is
engaging in wrongful conduct that has
adversely and materially affected or
will adversely and materially affect the limited partnership’s activities and affairs;
(B) the person has willfully or persistently committed, or is willfully and persistently committing, a material
breach of the partnership agreement or of
the contractual obligation of
good faith and fair dealing under Section 305(b)
305(a); or
(C) the person has engaged or is
engaging in conduct relating to the limited
partnership’s activities and affairs
which makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner;
(6) in the case of a
person who is an individual, the person’s
death individual dies;
(7) in the case of a
person that is a testamentary or inter
vivos trust or is acting as a limited partner by virtue of being a
trustee of such a trust, distribution of the trust’s
entire transferable interest in the limited
partnership, but not merely by reason
of the substitution of a successor trustee is distributed;
(8) in the case of a
person that is an estate or is acting as a limited partner by virtue of being a
personal representative of an estate, distribution
of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the
substitution of a successor personal representative is distributed;
(9) termination in the
case of a limited partner
person that is not an
individual, partnership, limited
liability company, corporation, unincorporated
entity, trust, or estate, the
existence of the person terminates; or
(10) the limited partnership’s participation partnership participates in a conversion or merger under [Article] 11, if the limited partnership and:
(A) the partnership is not the converted or surviving entity; or
(B) is the converted or surviving entity but,
otherwise as a result of the conversion or merger, the person
ceases to be a limited partner;
(11)
the partnership participates in an interest exchange under [Article] 11 and as
a result of the interest exchange, the person ceases to be a limited partner;
(12)
the partnership participates in a conversion under [Article] 11;
(13)
the partnership participates in a domestication under [Article] 11 and as a
result of the domestication, the person ceases to be a limited partner; or
(14)
the partnership dissolves and completes winding up.
(a) Upon a person’s dissociation If a person is dissociated as a
limited partner:
(1) subject to Section
704, the person does not have further rights as a limited partner;
(2) the person’s contractual obligation of good
faith and fair dealing as a limited partner under Section 305(b) 305(a)
continues only as to matters arising
and events occurring before the dissociation ends with regard to matters arising and events occurring after the
person’s dissociation; and
(3) subject to Section
704 and [Article] 11, any transferable interest owned by the person in the
person’s capacity as a limited partner immediately before dissociation is owned
by the person solely as a mere transferee.
(b) A person’s dissociation as a limited partner does not of itself
discharge the person from any debt,
obligation, or other liability
to the limited partnership or the other partners which the person incurred
while a limited partner.
SECTION
603. DISSOCIATION AS GENERAL PARTNER.
A person is dissociated from a
limited partnership as a general partner upon the occurrence of any of the following events when:
(1) the limited partnership’s having partnership has notice of the
person’s express will to withdraw as a general partner or on a later date specified by the person, but, if the
person specifies a withdrawal date later than the date the partnership had
notice, on that later date;
(2) an event agreed to stated in the partnership
agreement as causing the person’s dissociation as a general partner occurs;
(3) the person’s expulsion person
is expelled as a general partner pursuant to the partnership agreement;
(4) the person’s expulsion person
is expelled as a general partner by the unanimous consent of the other
partners if:
(A) it is unlawful to
carry on the limited
partnership’s activities and affairs
with the person as a general partner;
(B) there has been a
transfer of all or substantially
all of the person’s transferable interest in the limited partnership, other than:
(i) a transfer for security
purposes,; or
(ii) a court charging order charging the person’s interest in effect under Section 703,
which has not been foreclosed;
(C) the person is a
corporation and, within 90 days after,:
(i)
the limited partnership
notifies the person that it will be expelled as a limited general
partner because it the person
has filed a certificate of dissolution or the equivalent, its charter has been
revoked, or its right to conduct business has been suspended by the
jurisdiction of its incorporation, there
is no revocation of;
(ii) not later than 90 days after the
notification the certificate of dissolution or the equivalent has not been revoked or no reinstatement of or
its charter or its right to
conduct business has not been
reinstated; or
(D) the person is a limited liability company or
partnership an unincorporated
entity that has been dissolved and whose business is being wound up;
(5) on application by the limited partnership, the person’s expulsion person is expelled as a limited general partner by judicial order because the person:
(A) the person has
engaged or is engaging in wrongful
conduct that has adversely and materially affected or will adversely and materially affect
the limited partnership’s
activities and affairs;
(B) the person has
willfully or persistently committed,
or is willfully and persistently committing, a material breach of the
partnership agreement or a duty or
obligation owed to the partnership or the other partners under
Section 408 409; or
(C) the person has
engaged or is engaging in conduct
relating to the limited
partnership’s activities and affairs
which makes it not reasonably practicable to carry on the activities or affairs with the person as limited a general partner;
(6) in the case of a person who
is an individual:
(A) the person’s death individual dies;
(B) the appointment of a guardian or
general conservator for the individual is appointed; or
(C) a judicial determination a court
orders that the individual has otherwise become incapable of performing the
individual’s duties as a general partner under this [act] or the partnership
agreement;
(7) the person’s person:
(A) becoming becomes a debtor in bankruptcy;
(B) execution of executes
an assignment for the benefit of creditors; or
(C) seeking, consenting to, or acquiescing seeks, consents to, or acquiesces in the appointment of a
trustee, receiver, or liquidator of the person or of all or substantially all
of the person’s property; or
(D)
failure, within 90 days after the appointment, to have vacated or stayed the
appointment of a trustee, receiver, or liquidator of the general partner or of
all or substantially all of the person’s property obtained without the person’s
consent or acquiescence, or failing within 90 days after the expiration of a
stay to have the appointment vacated;
(7) in the case of a person who is an individual:
(A)
the person’s death;
(B)
the appointment of a guardian or general conservator for the person; or
(C)
a judicial determination that the person has otherwise become incapable of
performing the person’s duties as a general partner under the partnership
agreement;
(8)
in the case of a person that is a testamentary
or inter vivos trust or is acting as a general partner by virtue of
being a trustee of such a
trust, distribution of the
trust’s entire transferable interest in the limited
partnership is distributed ,
but not merely by reason of the substitution of a successor trustee;
(9) in the case of a person that is
an estate or is acting as a general partner by virtue of being a personal
representative of an estate, distribution
of the estate’s entire transferable interest in the limited partnership is distributed , but not merely by
reason of the substitution of a successor personal representative;
(10) termination in the
case of a general partner person that is not an individual,
partnership, limited liability
company, corporation, unincorporated
entity, trust, or estate, the
existence of the person terminates; or
(11) the limited partnership’s participation partnership participates in a conversion or merger under
[Article] 11, if the limited
partnership and:
(A) the partnership is not the converted or surviving entity; or
(B) is the converted or surviving entity but, otherwise as a result of the conversion or merger, the person
ceases to be a general partner.;
(12) the
partnership participates in an interest exchange under [Article] 11 and as a
result of the interest exchange, the person ceases to be a general partner;
(13) the
partnership participates in a conversion under [Article] 11;
(14) the
partnership participates in a domestication under [Article] 11 and as a result
of the domestication, the person ceases to be a general partner; or
(15)
the partnership dissolves
and completes winding up.
(a) A person has the power to dissociate as a general partner at any
time, rightfully or wrongfully, by withdrawing
as a general partner by express will pursuant to under
Section 603(1).
(b) A person’s dissociation as a general partner is wrongful only if the dissociation:
(1) it is in breach of an express provision of the partnership
agreement; or
(2) it occurs before the termination
completion of the winding up of
the limited partnership, and:
(A) the
person withdraws as a general partner by express will;
(B) the
person is expelled as a general partner by judicial determination order
under Section 603(5);
(C) the
person is dissociated as a general partner under
Section 603(7) by becoming a
debtor in bankruptcy; or
(D) in the
case of a person that is not an
individual, a trust other than a business trust, or an estate,
or an individual, the person
is expelled or otherwise dissociated as a general partner because it willfully
dissolved or terminated.
(c) A person that wrongfully dissociates as a general partner is liable
to the limited partnership and, subject to Section 1001, to the other partners
for damages caused by the dissociation.
The liability is in addition to any other
debt, obligation, or other liaiblity of the
general partner to the limited
partnership or to the other
partners.
(a) Upon a person’s dissociation
If a person is dissociated as
a general partner:
(1) the person’s right
to participate as a general partner in the management and conduct of the
partnership’s activities and affairs
terminates;
(2) the person’s duty of loyalty as a general partner under Section
408(b)(3) terminates;
(3)
the person’s duty of loyalty as a general partner under Section 408(b)(1) and
(2) and duty of care under Section 408(c) continue only with regard to matters
arising and events occurring before the person’s dissociation as a general
partner the person’s duties
and obligations as a general partner under Section 409 end with regard to
matters arising and events occurring after the person’s dissociation;
(4) (3) the
person may sign and deliver to the [Secretary of State] for filing a statement
of dissociation pertaining to the person and, at the request of the limited
partnership, shall sign an amendment to the certificate of limited partnership
which states that the person has dissociated as a general partner;
and
(5) (4) subject
to Section 704 and [Article] 11, any transferable interest owned by the person
immediately before dissociation in the person’s capacity as a general partner
is owned by the person solely as
a mere transferee.
(b) A person’s dissociation as a general partner does not of itself
discharge the person from any debt,
obligation, or other liability
to the limited partnership or the other partners which the person incurred
while a general partner.
(a) After a person is dissociated as a general partner and before the
limited partnership is dissolved,
converted under [Article] 11, or merged out of existence under [Article 11], converted or domesticated under [Article
11], or dissolved, the limited partnership is bound by an act of the
person only if:
(1) the act would have
bound the limited partnership
under Section 402 before the dissociation; and
(2) at the time the
other party enters into the transaction:
(A) less
than two years has passed since the dissociation; and
(B) the
other party does not know or have
notice of the dissociation and reasonably believes that the person is a general
partner.
(b) If a limited partnership is bound under subsection (a), the person
dissociated as a general partner which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any
damage caused to the limited
partnership arising from the obligation incurred under subsection (a); and
(2) if a general partner
or another person dissociated as a general partner is liable for the
obligation, to the general partner or other person for any damage caused to the
general partner or other person arising from the liability.
(a) A person’s dissociation as a general partner does not of itself
discharge the person’s liability as a general partner for an a debt, obligation, or other liability of the
limited partnership incurred before dissociation. Except as otherwise provided in subsections
(b) and (c), the person is not liable for a limited partnership’s partnership obligation incurred after
dissociation.
(b) A person whose dissociation as a general partner resulted in a
dissolution and winding up of the limited partnership’s activities and affairs is liable to the same
extent as a general partner under Section 404 on an obligation incurred by the
limited partnership under Section 804.
(c) A person that has dissociated as a general partner but whose
dissociation
did not result in a dissolution and winding up of the limited partnership’s
activities and affairs is
liable on a transaction entered into by the limited
partnership after the dissociation only if:
(1) a general partner
would be liable on the transaction; and
(2) at the time the
other party enters into the transaction:
(A) less
than two years has passed since the dissociation; and
(B) the
other party does not have knowledge or
notice of the dissociation and reasonably believes that the person is a general
partner.
(d) By agreement with a creditor of a limited partnership and the limited partnership, a person
dissociated as a general partner may be released from liability for an
obligation of the limited partnership.
(e) A person dissociated as a general partner is released from liability
for an obligation of the limited partnership if the limited partnership’s creditor, with knowledge or notice of the person’s dissociation as a
general partner but without the person’s consent, agrees to a material
alteration in the nature or time of payment of the obligation.
SECTION
701. PARTNER’S NATURE
OF TRANSFERABLE INTEREST. The
only interest of a partner which is transferable is the partner’s transferable
interest. A transferable
interest is personal property.
(a) A transfer, in whole or in part, of a partner’s transferable interest:
(1) is permissible;
(2) does not by itself
cause the partner’s person’s dissociation or a
dissolution and winding up of the limited partnership’s activities and affairs; and
(3) subject to Section 704, does not, as against the other partners or the limited partnership, entitle
the transferee to:
(A) participate in the management
or conduct of the limited
partnership’s activities or affairs,;
or
(B)
to require access to information
concerning the limited partnership’s transactions except as otherwise
provided in subsection (c), or to
inspect or copy the required information or the limited partnership’s other
records have access to required information, records, or other
information concerning the partnership’s activities and affairs.
(b) A transferee has a the right to receive, in
accordance with the transfer:
(1)
distributions to which the transferor would otherwise be entitled; and
(2)
upon the dissolution and winding up of the limited partnership’s activities the
net amount otherwise distributable to the transferor.
(c) In a dissolution and winding up of
a limited partnership, a transferee is entitled to an account of the limited partnership’s
transactions only from the date of dissolution.
(d) Upon transfer, the transferor retains the rights of a partner
other than the interest in distributions transferred and retains all duties and
obligations of a partner. A
transferable interest may be evidenced by a certificate of the interest issued
by a limited partnership in a record, and, subject to this section, the
interest represented by the certificate may be transferred by a transfer of the
certificate.
(e) A limited partnership need not give effect to a transferee’s rights
under this section until the limited
partnership knows or has
notice of the transfer.
(f) A transfer of a partner’s
transferable interest in the limited
partnership in violation of a restriction on transfer contained in the
partnership agreement is ineffective as to a person having knowledge or notice of the restriction at the time of
transfer.
(g) Except as otherwise provided
in Sections 601(4)(B) and 603(4)(B), if a general or limited partner transfers a transferable interest, the transferor retains the
rights of a general or limited partner other than the transferable interest
transferred and retains all duties and obligations of a general or limited partner.
(h) If a general or limited
partner transfers a transferable interest to a person A transferee
that becomes a general or limited partner with respect to
a transferable interest the
transferred interest, the transferee is liable for the transferor’s obligations
under Sections 502 and 509. 506 However, the transferee is not obligated for
liabilities unknown known
to the transferee at the time when the transferee became becomes a partner.
(a) On application to a court of
competent jurisdiction by any
a judgment creditor of a
partner or transferee, the court may
charge the transferable interest of the judgment debtor with payment of the
unsatisfied amount of the judgment with interest a court may enter a
charging order against the transferable interest of the judgment debtor for the
unsatisfied amount of the judgment. A
charging order constitutes a lien on a judgment debtor’s transferable interest
and requires the limited partnership to pay over to the person to which the
charging order was issued any distribution that otherwise would be paid to the
judgment debtor. To the extent so charged, the judgment
creditor has only the rights of a transferee.
The court may appoint a receiver of the share of the distributions due
or to become due to the judgment debtor in respect of the partnership and make
all other orders, directions, accounts, and inquiries the judgment debtor might
have made or which the circumstances of the case may require to give effect to
the charging order.
(b) A charging order constitutes
a lien on the judgment debtor’s transferable interest. The court may order a foreclosure upon
the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the
rights of a transferee. To the extent necessary to effectuate the
collection of distributions pursuant to a charging order in effect under
subsection (a), the court may:
(1)
appoint a receiver of the distributions subject to the charging order, with the
power to make all inquiries the judgment debtor might have made; and
(2)
make all other orders necessary to give effect to the charging order.
(c)
Upon a showing that distributions under a charging order will not pay the
judgment debt within a reasonable time, the court may foreclose the lien and
order the sale of the transferable interest.
The purchaser at the foreclosure sale obtains only the transferable
interest, does not thereby become a partner, and is subject to Section 702.
(d) At any time before foreclosure under subsection (c), the
partner or transferee whose transferable interest is subject to a charging
order under subsection (a) may extinguish the charging order by satisfying the
judgment and filing a certified copy of the satisfaction with the court that
issued the charging order.
(c) (e) At any time before
foreclosure under subsection (c), a
limited partnership or one or more partners whose transferable interests are
not subject to the charging order may pay to the judgment creditor the full
amount due under the judgment and thereby succeed to the rights of the judgment
creditor, including the charging order.
an interest charged may be
redeemed:
(1)
by the judgment debtor;
(2)
with property other than limited partnership property, by one or more of the
other partners; or
(3)
with limited partnership property, by the limited partnership with the consent
of all partners whose interests are not so charged.
(d) (f) This [act] does not deprive any partner or transferee of
the benefit of any exemption laws
law applicable to the partner’s or transferee’s
transferable interest of the partner
or transferee.
(e) (g) This section provides the exclusive remedy by which a judgment creditor of a person seeking to enforce a judgment
against a partner or transferee may, in the capacity of judgment creditor, satisfy a the judgment out of
from the judgment debtor’s
transferable interest.
SECTION
704. POWER OF ESTATE LEGAL
REPRESENTATIVE OF DECEASED PARTNER. If a partner dies, the deceased partner’s personal representative or other
legal representative may exercise:
(1) the rights of a transferee as provided in Section 702(c); and,
(2) for the purposes of settling the estate, may exercise the rights of a
current limited partner under Section 304.
SECTION
801. NONJUDICIAL EVENTS
CAUSING DISSOLUTION. Except
as otherwise provided in Section 802, a
(a)
A limited partnership is dissolved, and its activities and affairs must be wound up, only upon the occurrence of any
of the following:
(1) the happening of an event or circumstance that specified
in the partnership agreement states
causes dissolution;
(2) the consent of all
general partners and of limited partners owning a majority of the rights to
receive distributions as limited partners at the time the consent is to be
effective;
(3) after the
dissociation of a person as a general partner:
(A) if the limited partnership has at least
one remaining general partner, the consent to dissolve the limited partnership given within not later than
90 days after the dissociation by partners owning a majority of the rights to
receive distributions as partners at the time the consent is to be effective;
or
(B) if the limited partnership does not have
a remaining general partner, the passage of 90 days after the dissociation,
unless before the end of the period:
(i)
consent to continue the activities and
affairs of the limited
partnership and admit at least one general partner is given by limited partners
owning a majority of the rights to receive distributions as limited partners at
the time the consent is to be effective; and
(ii)
at least one person is admitted as a general partner in accordance with the consent;
(4) the passage of 90 consecutive days after the
dissociation of the limited partnership’s
last limited partner, unless before the end of the period the limited partnership admits at
least one limited partner;
(5) the passage of 90 consecutive days during
which the limited partnership has only one partner, unless before the end of
the period:
(A)
the partnership admits at least one person as a partner;
(B)
if the previously sole remaining partner is only a general partner, the
partnership admits the person as a limited partner; and
(C)
if the previously sole remaining partner is only a limited partner, the
partnership admits a person as a general partner;
(6) on application by a partner, the entry by [the
appropriate court] of an order dissolving the partnership on the grounds that:
(A)
the conduct of all or substantially all the partnership’s activities and
affairs is unlawful; or
(B) it is not reasonably
practicable to carry on the partnership’s
activities and affairs in conformity
with the partnership agreement; or
(5) (7) the
signing and filing of a declaration of
statement of administrative dissolution by the [Secretary of State]
under Section 809(c) 810.
(b) If an event occurs that imposes a deadline on a limited
partnership under subsection (a) and before the partnership has met the
requirements of the deadline, another event occurs that imposes a different
deadline on the partnership under subsection (a):
(1) the
occurrence of the second event does not affect the deadline caused by the first
event; and
(2) the
partnership’s meeting of the requirements of the first deadline does not extend
the second deadline.
SECTION
802. JUDICIAL DISSOLUTION.
On application by a partner the [appropriate court] may order
dissolution of a limited partnership if it is not reasonably practicable to
carry on the activities of the limited partnership in conformity with the
partnership agreement.
(a) A dissolved limited
partnership shall wind up its
activities and affairs, and, except as otherwise provided in Section 803, the
partnership continues after dissolution only for the purpose of winding
up its activities.
(b) In winding up its activities and
affairs, the limited partnership:
(1) shall discharge the partnership’s
debts, obligations, and other liabilities, settle and close the company’s partnership’s activities and
affairs, and marshal and distribute the assets of the company’s partnership; and
(2)
may:
(A)
amend its certificate of limited partnership to state that the limited
partnership is dissolved,;
(B)
preserve the limited partnership
business or activities, affairs, and property
as a going concern for a reasonable time,;
(C)
prosecute and defend actions and proceedings, whether civil, criminal, or
administrative,;
(D)
transfer the limited partnership’s
property,;
(E)
settle disputes by mediation or arbitration,;
(F)
deliver to the [Secretary of State] for filing file a statement
of termination as provided in Section
203, stating the name of the
partnership and that the partnership is terminated; and
(G)
perform other necessary
acts; and necessary or
appropriate to the winding up.
(2) shall discharge
the limited partnership’s liabilities, settle and close the limited
partnership’s activities, and marshal and distribute the assets of the
partnership.
(c) If a dissolved limited partnership does not have a general partner, a
person to wind up the dissolved limited
partnership’s activities and affairs
may be appointed by the consent of
limited partners owning a majority of the rights to receive
distributions as limited partners at the time the consent is to be
effective. A person appointed under this
subsection:
(1) has the powers of a
general partner under Section 804 but
is not liable for the debts, obligations, and liabilities of the partnership
solely by reason of having or exercising those powers or otherwise acting to
wind up the dissolved partnership’s activities and affairs; and
(2) shall promptly amend deliver promptly to the [Secretary of
State] for filing an amendment to
the certificate of limited partnership to state stating:
(A) that the
limited partnership does not
have a general partner;
(B) the name and street and mailing addresses
of the person; and
(C)
that the person has been appointed pursuant to this subsection
to wind up the limited partnership; and
(C)
the street and mailing address of the person.
(d) On the application of any partner, the [appropriate court] may order
judicial supervision of the winding up of
a dissolved limited partnership, including the appointment of a person
to wind up the dissolved limited partnership’s activities and affairs, if:
(1) a the limited
partnership does not have a general partner and within a reasonable time
following the dissolution no person has been appointed pursuant to subsection
(c); or
(2) the applicant
establishes other good cause.
(a) A limited
partnership may rescind its dissolution, unless a statement of termination applicable
to the partnership is effective, [the appropriate court] has entered an order
under Section 801(5) dissolving the partnership, or the [Secretary of State]
has dissolved the partnership under Section 810.
(b) Rescinding
dissolution under this section requires:
(1) the
consent of each partner; and
(2) if
the limited partnership has delivered to the [Secretary of State] for filing an
amendment to the certificate of limited partnership stating that the
partnership is dissolved and if:
(A)
the amendment is not effective, the filing by the partnership of a statement of
withdrawal under Section 207 applicable to the amendment; or
(B)
the amendment is effective, the delivery by the partnership to the [Secretary
of State] for filing of an amendment to the certificate of limited partnership
stating that dissolution has been rescinded under this section.
(c) If a limited partnership
rescinds its dissolution:
(1) the
partnership resumes carrying on its activities and affairs as if dissolution
had never occurred;
(2)
subject to paragraph (3), any liability incurred by the partnership after the
dissolution and before the rescission is effective is determined as if
dissolution had never occurred; and
(3) the
rights of a third party arising out of conduct in reliance on the dissolution
before the third party knew or had notice of the rescission may not be
adversely affected.
(a) A limited partnership is bound by a general partner’s act after
dissolution which:
(1) is appropriate for
winding up the limited partnership’s
activities and affairs; or
(2) would have bound the
limited partnership under
Section 402 before dissolution, if, at the time the other party enters into the
transaction, the other party does not know
or have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership
through an act occurring after dissolution if:
(1) at the time the
other party enters into the transaction:
(A) less
than two years has passed since the dissociation; and
(B) the
other party does not have notice of the dissociation and reasonably believes
that the person is a general partner; and
(2) the act:
(A) is
appropriate for winding up the limited
partnership’s activities and affairs;
or
(B) would
have bound the limited partnership
under Section 402 before dissolution and at the time the other party enters
into the transaction the other party does not have notice of the dissolution.
(a) If a general partner having knowledge of the dissolution causes a
limited partnership to incur an obligation under Section 804(a) by an act that
is not appropriate for winding up the partnership’s activities and affairs, the general partner
is liable:
(1) to the limited partnership for any
damage caused to the limited partnership
arising from the obligation; and
(2) if another general
partner or a person dissociated as a general partner is liable for the
obligation, to that other general partner or person for any damage caused to
that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited
partnership to incur an obligation under Section 804(b), the person is liable:
(1) to the limited partnership for any
damage caused to the limited partnership
arising from the obligation; and
(2) if a general partner
or another person dissociated as a general partner is liable for the
obligation, to the general partner or other person for any damage caused to the
general partner or other person arising from the liability obligation.
(a) A Except as otherwise provided in
subsection (d), a dissolved limited partnership may dispose of the known claims against it by
following the procedure described in subsection (b) give notice of a
known claim under subsection (b), which has the effect provided in subsection
(c).
(b) A dissolved limited partnership may in a record notify its known claimants of the dissolution in a record. The notice must:
(1) specify the
information required to be included in a claim;
(2) state that a claim must be in writing and provide a mailing
address to which the claim is to be sent;
(3) state the deadline
for receipt of the a claim, which may not be less
than 120 days after the date the notice is received by the claimant;
(4) state that the claim
will be barred if not received by the deadline; and
(5) unless the limited partnership has been
throughout its existence a limited liability limited partnership, state that
the barring of a claim against the limited
partnership will also bar any corresponding claim against any general partner
or person dissociated as a general partner which is based on Section 404.
(c) A claim against a dissolved limited partnership is barred if the
requirements of subsection (b) are met and:
(1) the claim is not
received by the specified deadline; or
(2) in the case of a if
the claim that is
timely received but rejected by the dissolved
limited partnership,:
(A)
the partnership causes the claimant to receive a notice in a record stating
that the claim is rejected and will be barred unless the claimant commences an
action against the partnership to enforce the claim not later than 90 days
after the claimant receives the notice; and
(B)
the claimant does not commence an
the required action to enforce the claim against the limited
partnership within not later
than 90 days after the receipt
of claimant receives the notice of the rejection.
(d) This section does not apply to a claim based on an event occurring
after the effective date of dissolution or a liability that on that date is contingent on that date.
(a) A dissolved limited partnership may publish notice of its dissolution
and request persons having claims against the limited partnership to present them in accordance with the
notice.
(b) The A notice under subsection (a) must:
(1) be published at
least once in a newspaper of general circulation in the [county] in this state in which the dissolved limited partnership’s
principal office is located or, if it
has none the principal office
is not located in this State state, in the [county] in
which the limited partnership’s
designated office of the
partnership’s registered agent is or was last located;
(2) describe the
information required to be contained in a claim, state that the claim must be in writing, and provide a
mailing address to which the claim is to be sent;
(3) state that a claim
against the limited partnership
is barred unless an action to enforce the claim is commenced within five not later than three years after publication of the notice;
and
(4) unless the limited partnership has been
throughout its existence a limited liability limited partnership, state that
the barring of a claim against the limited
partnership will also bar any corresponding claim against any general partner
or person dissociated as a general partner which is based on Section 404.
(c) If a dissolved limited partnership publishes a notice in accordance
with subsection (b), the claim of each of the following claimants is barred
unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five not later than three years after the publication date of the
notice:
(1) a claimant that did
not receive notice in a record under Section 806;
(2) a claimant whose
claim was timely sent to the dissolved
limited partnership but not acted on; and
(3) a claimant whose
claim is contingent at, or
based on an event occurring after,
the effective date of dissolution.
(d) A claim not barred under this section or Section 806 may be enforced:
(1) against the
dissolved limited partnership, to the extent of its undistributed assets;
(2) except as otherwise provided in Section 808, if the assets of
the partnership have been distributed in liquidation after dissolution,
against a partner or transferee to the extent of that person’s proportionate
share of the claim or of the limited partnership’s assets distributed to
the partner or transferee in liquidation after dissolution, whichever is
less, but a person’s total liability for all claims under this paragraph may not
exceed the total amount of assets distributed to the person as part of the
winding up of the dissolved limited partnership after dissolution; or
and
(3) against any person
liable on the claim under Section
Sections 404 and 607.
(a) A dissolved
limited partnership that has published a notice under Section 806 may file an
application with [the appropriate court] in the [county] where the dissolved
partnership’s principal office is located, or, if the principal office is not
located in this state, where the office of its registered agent is located, for
a determination of the amount and form of security to be provided for payment
of claims that are contingent, have not been made known to the partnership, or
are based on an event occurring after the effective date of dissolution but
which, based on the facts known to the partnership, are reasonably expected to
arise after the effective date of dissolution.
Security is not required for any claim that is or is reasonably
anticipated to be barred under Section 806(c).
(b) Not later than
10 days after the filing of an application under subsection (a), the dissolved
limited partnership shall give notice of the proceeding to each claimant
holding a contingent claim known to the partnership.
(c) In a proceeding
brought under this section, the court may appoint a guardian ad litem to
represent all claimants whose identities are unknown. The reasonable fees and expenses of the
guardian, including all reasonable expert witness fees, must be paid by the
dissolved limited partnership.
(d) A dissolved
limited partnership that provides security in the amount and form ordered by
the court under subsection (a) satisfies the partnership’s obligations with
respect to claims that are contingent, have not been made known to the
partnership, or are based on an event occurring after the effective date of
dissolution, and such claims may not be enforced against a partner or
transferee that received assets in liquidation.
SECTION
808 809. LIABILITY OF
GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST
LIMITED PARTNERSHIP BARRED. If
a claim against a dissolved limited partnership is barred under Section 806, or 807, or 808,
any corresponding claim under Section 404 or
607 is also barred.
(a) The [Secretary of State] may commence a proceeding under
subsections (b) and (c) to dissolve a limited partnership administratively
if the limited partnership does not, within 60 days after the due date:
(1) pay any fee, tax, or
penalty due
required to be paid to the [Secretary of State] under this [Act] or other
law not later than [six months] after it is due; or
(2) deliver its annual [an
annual] [a biennial] report to the [Secretary of State] not later than
[six months] after it is due; or
(3) have a registered
agent in this state for [60] consecutive days.
(b) If the [Secretary of State] determines that a ground exists one
or more grounds exist for administratively dissolving a limited
partnership, the [Secretary of State] shall file a record of the determination and serve
the limited partnership with a copy of the filed record with notice in
a record of the [Secretary of State’s] determination.
(c) If within
60 a limited partnership, not later than [60] days after
service of the copy
the limited partnership notice under subsection (b), does not
correct cure each ground for dissolution or demonstrate to the reasonable
satisfaction of the [Secretary of State] that each ground determined by the
[Secretary of State] does not exist, the [Secretary of State] shall
administratively dissolve the limited partnership by preparing,
signing and filing
a declaration statement of administrative dissolution that
states recites
the grounds for dissolution and the effective date of dissolution. The [Secretary of State] shall file the
statement and serve a copy on the limited partnership with a copy of the filed declaration pursuant
to Section 209.
(d) A limited partnership that is administratively dissolved continues its in
existence as an entity but may not carry on only any
activities except as necessary to wind up its activities and affairs
and liquidate its assets under Sections 803 and 812 802, 806,
807, 808, and 814 and to notify claimants under Sections 806 and 807 or to
apply for reinstatement under Section 811.
(e) The administrative dissolution of a limited partnership does not
terminate the authority of its registered agent for service of
process.
(a) A limited partnership that has been is
administratively dissolved
under Section 810 may apply to the [Secretary of State] for
reinstatement within
two years [not later than [two] years after the effective
date of dissolution]. The application must be delivered to the
[Secretary of State] for filing and state:
(1) the name of the limited
partnership at the time of its administrative dissolution and, if needed,
a different name that satisfies Section 108;
(2) the address of
the principal office of the partnership and the name and address of its
registered agent; and
(3) the effective
date of it’s
administrative the partnership’s administrative dissolution; and
(2) (4) that
the grounds for dissolution either did not exist or have been eliminated cured; and
(3) that the limited
partnership’s name satisfies the requirements of Section 108.
(b) To be reinstated, a limited partnership must pay
all fees, taxes, interest, and penalties that were due to the [Secretary of
State] at the time of its administrative dissolution and all fees, taxes, interest,
and penalties that would have been due to the [Secretary of State] while the
limited partnership was administratively dissolved.
(b)
(c) If the [Secretary of State] determines that an application under
subsection (a) contains the information required by subsection (a) and, is satisfied that the information is
correct, and determines that all payments required to be made to the
[Secretary of State] by subsection (b) have been made, the [Secretary of
State] shall;
(1) cancel the
statement of administrative dissolution and prepare a statement declaration of
reinstatement that states this the [Secretary of State’s] determination and
the effective date of reinstatement, sign, and
(2) file the
original of the declaration
of reinstatement, the statement; and
(3) serve a
copy on the limited partnership with a copy.
(c) (d) When reinstatement becomes under this section is
effective, the following rules apply:
(1) it The
restatement relates back to and takes effect as of the effective date of
the administrative dissolution, and the.
(2) The limited
partnership may
resume its activities resumes carrying on its activities and
affairs as if the administrative dissolution had never not occurred.
(3) The rights of a
person arising out of an act or omission in reliance on the dissolution before
the person knew or had notice of the reinstatement are not affected.
(a) If the [Secretary of State] denies a limited partnership’s
application for reinstatement following administrative dissolution, the
[Secretary of State] shall serve the partnership with prepare, sign and file a
notice in a record that explains the reason
or reasons for the denial and serve the limited partnership with a copy of the
notice.
(b) Within 30
days after service of the notice of denial, the limited partnership may appeal
from the denial of reinstatement by petitioning the [appropriate court] to set
aside the dissolution. The petition must
be served on the [Secretary of State] and contain a copy of the [Secretary of
State’s] declaration of dissolution, the limited partnership’s application for
reinstatement, and the [Secretary of State’s] notice of denial.
(c) The court
may summarily order the [Secretary of State] to reinstate the dissolved limited
partnership or may take other action the court considers appropriate.
(b) A
limited partnership may seek judicial review of denial of reinstatement in the
[appropriate court] not later than [30 days] after service of the notice of
denial.
(a) In winding up a limited
partnership’s its activities
and affairs, a limited partnership shall apply its
the assets of the limited partnership,
including the contributions required by this section, must be applied to satisfy the limited partnership’s to discharge the partnership’s obligations
to creditors, including, to the extent
permitted by law, partners that are creditors.
(b) Any surplus remaining after
the After a limited partnership complies with subsection
(a), any surplus must be paid in cash as a distribution distributed
in the following order, subject to any charging order in effect under Section
703:
(1)
to each person owning a transferable interest that reflects contributions made
and not previously returned, an amount equal to the value of the unreturned
contributions; and
(2) among partners in proportion to their
respective rights to share in distributions immediately before the dissolution
of the partnership, except to the
extent necessary to comply with any transfer effective under Section 502.
(c) If a limited partnership’s assets are insufficient to satisfy all of
its obligations under subsection (a), with respect to each unsatisfied
obligation incurred when the limited
partnership was not a limited liability limited partnership, the following
rules apply:
(1) Each person that was
a general partner when the obligation was incurred and that has not been
released from the obligation under Section 607 shall contribute to the limited
partnership for the purpose of enabling the limited partnership to satisfy the
obligation. The contribution due from
each of those persons is in proportion to the right to receive distributions in
the capacity of general partner in effect for each of those persons when the
obligation was incurred.
(2) If a person does not
contribute the full amount required under paragraph (1) with respect to an
unsatisfied obligation of the limited
partnership, the other persons required to contribute by paragraph (1) on
account of the obligation shall contribute the additional amount necessary to
discharge the obligation. The additional
contribution due from each of those other persons is in proportion to the right
to receive distributions in the capacity of general partner in effect for each
of those other persons when the obligation was incurred.
(3) If a person does not
make the additional contribution required by paragraph (2), further additional
contributions are determined and due in the same manner as provided in that
paragraph.
(d) A person that makes an additional contribution under subsection
(c)(2) or (3) may recover from any person whose failure to contribute under
subsection (c)(1) or (2) necessitated the additional contribution. A person may not recover under this
subsection more than the amount additionally contributed. A person’s liability under this subsection
may not exceed the amount the person failed to contribute.
(e) If a limited
partnership does not have sufficient surplus to comply with subsection (b)(1),
any surplus must be distributed among the owners of transferable interests in
proportion to the value of the respective unreturned contributions.
(f) All
distributions made under subsections (b) and (c) must be paid in money.
The estate of a deceased
individual is liable for the person’s obligations under this section.
(f) An assignee for the benefit
of creditors of a limited partnership or a partner, or a person appointed by a
court to represent creditors of a limited partnership or a partner, may enforce
a person’s obligation to contribute under subsection (c).
(a) The laws law of the State or other jurisdiction under which of
formation of a foreign limited partnership is organized govern formed
governs:
(1)
the internal affairs of the partnership; and
relations among the partners of the foreign limited partnership and
between the partners and the foreign limited partnership and
(2) the liability of partners
as partners a partner as
partner for an a debt, obligation, or liability of the foreign limited partnership.
(b) A foreign limited partnership may is not be denied a certificate of
authority by reason precluded from registering to do business in
this state because of any difference between the laws law of the jurisdiction under which the foreign limited partnership is
organized of formation and the laws law of this State state.
(c) A
certificate of authority Registration of a foreign limited
partnership to do business in this state does not authorize a the foreign limited
partnership to engage in any business
activities and affairs or
exercise any power that a domestic
limited partnership may not engage in or exercise in this State state.
(a) A foreign
limited partnership may apply for a certificate of authority to transact
business in this State by delivering an application to the [Secretary of State]
for filing. The application must state:
(1) the name of the foreign
limited partnership and, if the name does not comply with Section 108, an
alternate name adopted pursuant to Section 905(a);
(2) the name of the State or
other jurisdiction under whose law the foreign limited partnership is
organized;
(3) the street and mailing
address of the foreign limited partnership’s principal office and, if the laws
of the jurisdiction under which the foreign limited partnership is organized
require the foreign limited partnership to maintain an office in that
jurisdiction, the street and mailing address of the required office;
(4) the name and street and
mailing address of the foreign limited partnership’s initial agent for service
of process in this State;
(5) the name and street and mailing
address of each of the foreign limited partnership’s general partners; and
(6) whether the foreign limited
partnership is a foreign limited liability limited partnership.
(b) A foreign
limited partnership shall deliver with the completed application a certificate
of existence or a record of similar import signed by the [Secretary of State]
or other official having custody of the foreign limited partnership’s publicly
filed records in the State or other jurisdiction under whose law the foreign
limited partnership is organized.
(a) A foreign limited partnership may not do business
in this state until it registers with the [Secretary of State] under this
[article].
(b) A foreign limited partnership doing business in
this state may not maintain an action or proceeding in this state unless it is
registered to do business in this state.
(c) The failure of a foreign limited partnership to
register to do business in this state does not impair the validity of a
contract or act of the partnership or preclude it from defending an action or
proceeding in this state.
(d) A limitation on the liability of a general partner
or limited partners of a foreign limited partnership is not waived solely
because a partnership does business in this state without registering to do
business in this state.
(e) Section
901(a) and (b) applies even if the foreign limited partnership fails to
register
under this [article].
SECTION 903.
FOREIGN REGISTRATION STATEMENT. To register to do business in this state, a
foreign limited partnership must deliver a foreign registration statement to
the [Secretary of State] for filing. The
statement must state:
(1) the name of the partnership and, if the name does
not comply with Section 108, an alternate name adopted pursuant to Section
906(a);
(2) that the partnership is a foreign limited
partnership;
(3) the name of the partnership’s jurisdiction of
formation;
(4) the street and mailing addresses of the
partnership’s principal office and, if the law of the partnership’s jurisdiction
of formation requires the partnership to maintain an office in that
jurisdiction, the street and mailing addresses of the required office; and
(5) the name and street and mailing addresses of the
partnership’s registered agent in this state.
A registered foreign limited partnership shall deliver to the
[Secretary of State] for filing an amendment to its foreign registration
statement if there is a change in:
(1) the name of the partnership;
(2) the partnership’s jurisdiction of formation;
(3) an address required by Section 903(4); or
(4) the information required by Section 903(5).
(a) Activities of a foreign limited
partnership which do not constitute transacting doing business in this State state within under the
meaning of this [article] include:
(1) maintaining,
defending, mediating, arbitrating, and settling an action or proceeding;
(2) holding meetings of its
partners or carrying on any other
activity concerning its internal affairs, including meetings of its partners;
(3) maintaining accounts
in financial institutions;
(4) maintaining offices
or agencies for the transfer, exchange, and registration of securities of the foreign limited partnership’s partnership own
securities or maintaining trustees or depositories with respect to
those securities;
(5) selling through
independent contractors;
(6) soliciting or
obtaining orders, whether by mail or electronic means or through employees or agents or
otherwise by any means, if the orders require acceptance
outside this State state before they become
contracts;
(7) creating or
acquiring indebtedness, mortgages, or security interests in real or personal
property;
(8) securing or
collecting debts or enforcing mortgages or other
security interests in property securing the debts, and holding, protecting, and or maintaining property so acquired;
(9) conducting an
isolated transaction that is completed within 30 days and is not one in the course
of similar transactions of a like
manner; and
(10) owning, without
more, property; and
(11) transacting doing
business in interstate commerce.
(b) For
purposes of this [article], the ownership in this State of income-producing
real property or tangible personal property, other than property excluded under
subsection (a), constitutes transacting business in this State. A person does not do business in this state solely by being a
partner of a foreign limited partnership that does business in this state.
(c) This section does
not apply in determining the contacts or activities that may subject a foreign
limited partnership to service of process, taxation, or regulation under any other law of
this State state other than this [act].
SECTION
904. FILING OF CERTIFICATE OF AUTHORITY. Unless the [Secretary
of State] determines that an application for a certificate of authority does
not comply with the filing requirements of this [Act], the [Secretary of
State], upon payment of all filing fees, shall file the application, prepare,
sign and file a certificate of authority to transact business in this State,
and send a copy of the filed certificate, together with a receipt for the fees,
to the foreign limited partnership or its representative.
(a) A foreign limited partnership whose name does not comply with Section
108 may not obtain
a certificate of authority register to do business in this state
until it adopts, for the purpose of transacting doing business in this State
state, an alternate name that complies with Section 108. A registered foreign limited
partnership that adopts
registers under an alternate name under this subsection and then obtains a
certificate of authority with the name need not comply with [this
state’s assumed or fictitious name statute]. After obtaining a certificate of authority registering
to do business in this state with an alternate name, a registered foreign
limited partnership shall
transact do business in this State state under:
(1) the alternate
name;
(2) the partnership’s
name, with the addition of its jurisdiction of formation; or
(3) unless an
assumed or fictitious name the foreign limited partnership is authorized to
use under [the state’s assumed or fictitious name statute] to transact business in
this State under another name.
(b) If a registered foreign limited partnership authorized to transact
business in this State changes its name to one that does not comply with
Section 108, it may not thereafter transact do business in this State state until it complies with subsection (a) and obtains an amended
certificate of authority by amending its registration to adopt an
alternate name that complies with Section 108.
SECTION 907.
WITHDRAWAL DEEMED ON CONVERSION TO DOMESTIC FILING ENTITY OR DOMESTIC
LIMITED LIABILITY PARTNERSHIP. A registered foreign limited partnership that
converts to a domestic limited liability partnership or to a domestic entity
that is organized, incorporated, or otherwise formed through the delivery of a
record to the [Secretary of State] for filing is deemed to have withdrawn its
registration on the effective date of the conversion.
(a) A registered foreign limited
partnership that has dissolved and completed winding up or has converted to a
domestic or foreign entity that is not organized, incorporated, or otherwise
formed through the public filing of a record, other than a limited liability
partnership, shall deliver a statement of withdrawal to the [Secretary of
State] for filing. The statement must state:
(1) in the case of a
partnership that has completed winding up:
(A) its name and jurisdiction
or formation;
(B) that the partnership
surrenders its registration to do business in this state as a registered foreign
limited partnership; and
(2) in the case of a foreign limited
partnership that has converted:
(A) the name of the converting
partnership and its jurisdiction of formation;
(B) the type of entity to
which the partnership has converted and its jurisdiction of formation;
(C) that the converted entity surrenders its registration to do business in this state as
a registered entity and revokes the authority of the converting limited
partnership’s registered agent to act as registered agent in this state on the
behalf of the partnership or the converted entity; and
(D) a mailing address to which
service of process may be made under subsection (b).
(b) After a withdrawal under this section of a foreign
limited partnership that has converted to another type of entity, service of
process in any action or proceeding based on a cause of action arising during
the time the partnership was registered to do business in this state may be
made pursuant to Section 120.
(a) When a
registered foreign limited partnership has merged into a foreign entity that is
not registered to do business in this state or has converted to a foreign
entity required to register with the [Secretary of State] to do business in
this state, the foreign entity shall deliver to the [Secretary of State] for
filing an application for transfer of registration. The application must state:
(1) the
name of the registered foreign limited partnership before the merger or
conversion;
(2) that
before the merger or conversion the registration pertained to a foreign limited
partnership;
(3) the
name of the applicant foreign entity into which the foreign limited partnership
has merged or to which it has been converted, and, if the name does not comply
with Section 108, an alternate name adopted pursuant to Section 906(a);
(4) the
type of entity of the applicant foreign entity and its jurisdiction of
formation;
(5) the
street and mailing addresses of the principal office of the applicant foreign
entity and, if the law of the entity’s jurisdiction of formation
requires the entity to maintain an office in that jurisdiction, the street and
mailing addresses of that office; and
(6) the
name and street and mailing addresses of the
applicant foreign entity’s registered agent in this state.
(b) When
an application for transfer of registration takes effect, the registration of
the foreign limited partnership to do business in this state is transferred
without interruption to the foreign entity into which the partnership has
merged or to which it has been converted.
(a) A
certificate of authority The [Secretary of State] may terminate
the registration of a registered foreign limited partnership to transact do
business in this State state may be revoked by the [Secretary of State]
in the manner provided in subsections (b) and (c) if the foreign limited
partnership does not:
(1) pay, within not
later than [60 days] after the due date, any fee, tax,
interest, or penalty due required to be paid to the [Secretary of State]
under this [Act] [act] or other law other
than this [act];
(2) deliver to the
[Secretary of State] for filing, within not later than [60 days]
after the due date, its an [annual] [biennial]
report required under Section 210;
(3) appoint and
maintain an
have a registered agent for service of process as required by Section 114(b)
116; or
(4) deliver to the
[Secretary of State] for filing a statement of a change under Section 115 within 117 not later than 30 days after a change has occurred in
the name or address of the registered agent.
(b) In order
to revoke a certificate of authority, the The [Secretary of
State] may terminate the registration of a registered foreign limited
partnership by:
(1) filing a notice
of termination or noting the termination in the records of the [Secretary of
State] and
(2) delivering must prepare, sign, and file
a notice of revocation and send a copy of the notice or the
information in the notation to the foreign limited partnership’s registered
agent for service
of process in this State, or if the foreign limited
partnership does not appoint and maintain a proper have a registered agent in
this State, to the foreign limited partnership’s designated principal
office.
(c) The notice must state or the information in the notation
must state include:
(1) the revocation’s
effective date of the termination, which must be at least 60 days [60
days] after the date the [Secretary of State] delivers the copy; and
(2) the foreign limited
partnership’s failures to comply with subsection (a) which are the reason for
the revocation the grounds for termination under subsection (a).
(c) (d) The authority of the registered foreign limited partnership to transact do
business in this state ceases on the effective date of the notice of revocation termination
or notation under subsection (b), unless before that date the foreign limited partnership cures
each failure to
comply with subsection (a) stated in the notice ground for
termination stated in the notice or notation. If the foreign limited partnership cures the failures each
ground, the [Secretary of State] shall so indicate on the filed notice file a
record so stating.
(a) In order
to cancel its certificate of authority to transact business in this State, a
foreign limited partnership must deliver to the [Secretary of State] for filing
a notice of cancellation. The
certificate is canceled when the notice becomes effective under Section 206.
(b) A foreign limited partnership transacting
business in this State may not maintain an action or proceeding in this State
unless it has a certificate of authority to transact business in this State.
(c) The failure of a foreign limited partnership
to have a certificate of authority to transact business in this State does not
impair the validity of a contract or act of the foreign limited partnership or
prevent the foreign limited partnership from defending an action or proceeding
in this State.
(d) A partner
of a foreign limited partnership is not liable for the obligations of the
foreign limited partnership solely by reason of the foreign limited
partnership’s having transacted business in this State without a certificate of
authority.
(e) If a
foreign limited partnership transacts business in this State without a
certificate of authority or cancels its certificate of authority, it appoints
the [Secretary of State] as its agent for service of process for rights of
action arising out of the transaction of business in this State.
(a) A registered
foreign limited partnership may withdraw its registration by delivering a
statement of withdrawal to the [Secretary of State] for filing. The statement of withdrawal must state:
(1) the
name of the partnership and its jurisdiction of formation;
(2) that
the partnership is not doing business in this state and that it withdraws its registration
to do business in this state;
(3) that
the partnership revokes the authority of its registered agent to accept service
on its behalf in this state; and
(4) an
address to which service of process may be made under subsection (b).
(b) After
the withdrawal of the registration of a partnership, service of process in any
action or proceeding based on a cause of action arising during the time the partnership
was registered to do business in this state may be made pursuant to Section 120.
SECTION
908 912. ACTION BY
[ATTORNEY GENERAL]. The [Attorney General] may maintain an action
to restrain enjoin a foreign limited
partnership from transacting doing business in this State state in violation of this [article].
(a) Subject to subsection (b), a partner may maintain a direct action
against another partner or the
limited partnership or another partner
for legal or equitable relief, with or without an accounting as to the
partnership’s activities and affairs,
to enforce the partner’s rights
and otherwise protect the partner’s
interests of the partner,
including rights and interests under the partnership agreement or this [act] or
arising independently of the partnership relationship.
(b) A partner commencing
maintaining a direct action
under this section is required to
must plead and prove an actual
or threatened injury that is not solely the result of an injury suffered or
threatened to be suffered by the limited partnership.
(c) The accrual of, and any time
limitation on, a right of action for a remedy under this section is governed by
other law. A right to an
accounting upon a dissolution and winding up does not revive a claim barred by
law.
SECTION
1002. DERIVATIVE ACTION. A
partner may maintain a derivative action to enforce a right of a limited
partnership if:
(1) the partner first makes a demand on the general partners, requesting
that they cause the limited partnership
to bring an action to enforce the right, and the general partners do not bring
the action within a reasonable time; or
(2) a demand under paragraph (1)
would be futile.
SECTION
1003. PROPER PLAINTIFF. A derivative action to enforce a right of
a limited partnership may be maintained only by a person that is a partner
at the time the action is commenced and:
(1) that which was a partner when the conduct giving rise
to the action occurred; or
(2) whose status as a partner devolved upon on the person
by operation of law or pursuant to the terms of the partnership agreement from
a person that was a partner at the time of the conduct.
SECTION
1004. PLEADING. In a derivative action to enforce a right
of a limited partnership, the complaint must state with particularity:
(1) the date and content of plaintiff’s demand and the general partners’ response to the
demand by the general partner;
or
(2) why demand should be excused as futile.
(a) If a limited
partnership is named as or made a party in a derivative proceeding, the
partnership may appoint a special litigation committee to investigate the
claims asserted in the proceeding and determine whether pursuing the action is
in the best interests of the partnership.
If the partnership appoints a special litigation committee, on motion by
the committee made in the name of the partnership, except for good cause shown,
the court shall stay discovery for the time reasonably necessary to permit the
committee to make its investigation.
This subsection does not prevent the court from enforcing a person’s
right to information under Section 304 or 407 or, for good cause shown,
granting extraordinary relief in the form of a temporary restraining order or
preliminary injunction.
(b) A special
litigation committee may be composed of one or more disinterested and
independent individuals, who may be partners.
(c) A special
litigation committee may be appointed:
(1) by
a majority of the general partners not named as defendants or plaintiffs in the
proceeding; and
(2)
if all general partners are named as defendants or plaintiffs in the
proceeding, by a majority of the general partners named as defendants.
(d) After
appropriate investigation, a special litigation committee may determine that it
is in the best interests of the limited partnership that the proceeding:
(1)
continue under the control of the plaintiff;
(2)
continue under the control of the committee;
(3) be
settled on terms approved by the committee; or
(4) be
dismissed.
(e) After
making a determination under subsection (d), a special litigation committee
shall file with the court a statement of its determination and its report
supporting its determination and shall serve each party with a copy of the
determination and report. The court
shall determine whether the members of the committee were disinterested and
independent and whether the committee conducted its investigation and made its
recommendation in good faith, independently, and with reasonable care, with the
committee having the burden of proof. If
the court finds that the members of the committee were disinterested and
independent and that the committee acted in good faith, independently, and with
reasonable care, the court shall enforce the determination of the
committee. Otherwise, the court shall
dissolve the stay of discovery entered under subsection (a) and allow the
action to proceed under the direction of the plaintiff.
(a) Except as otherwise provided in subsection (b):
(1) any proceeds or
other benefits of a derivative action, whether by judgment, compromise, or
settlement, belong to the limited partnership and not to the derivative plaintiff; and
(2) if the derivative plaintiff receives any
proceeds, the derivative plaintiff
shall immediately remit them immediately to the limited partnership.
(b) If a derivative action is successful in whole or in part, the court
may award the plaintiff reasonable expenses, including reasonable attorney’s
fees and costs, from the
recovery of the limited partnership.
(c) A derivative action on
behalf of a limited partnership may not be voluntarily dismissed or settled
without the court’s approval.
SECTION
1101. DEFINITIONS. In this [article]:
(1) “Constituent limited partnership” means a constituent organization
that is a limited partnership.
(2) “Constituent organization” means an organization that is party to
a merger.
(3) “Converted organization” means the organization into which a
converting organization converts pursuant to Sections 1102 through 1105.
(4) “Converting limited partnership” means a converting organization
that is a limited partnership.
(5) “Converting organization” means an organization that converts into
another organization pursuant to Section 1102.
(6) “General partner” means a general partner of a limited
partnership.
(7) “Governing statute” of an organization means the statute that
governs the organization’s internal affairs.
(8) “Organization” means a general partnership, including a limited
liability partnership; limited partnership, including a limited liability
limited partnership; limited liability company; business trust; corporation; or
any other person having a governing statute.
The term includes domestic and foreign organizations whether or not
organized for profit.
(9) “Organizational documents” means:
(A) for a domestic or
foreign general partnership, its partnership agreement;
(B) for a limited
partnership or foreign limited partnership, its certificate of limited
partnership and partnership agreement;
(C) for a domestic or
foreign limited liability company, its articles of organization and operating
agreement, or comparable records as provided in its governing statute;
(D) for a business
trust, its agreement of trust and declaration of trust;
(E) for a domestic or
foreign corporation for profit, its articles of incorporation, bylaws, and
other agreements among its shareholders which are authorized by its governing
statute, or comparable records as provided in its governing statute; and
(F) for any other
organization, the basic records that create the organization and determine its
internal governance and the relations among the persons that own it, have an
interest in it, or are members of it.
(10) “Personal liability” means personal liability for a debt,
liability, or other obligation of an organization which is imposed on a person
that co-owns, has an interest in, or is a member of the organization:
(A) by the organization’s
governing statute solely by reason of the person co-owning, having an interest
in, or being a member of the organization; or
(B) by the organization’s
organizational documents under a provision of the organization’s governing
statute authorizing those documents to make one or more specified persons
liable for all or specified debts, liabilities, and other obligations of the
organization solely by reason of the person or persons co-owning, having an
interest in, or being a member of the organization.
(11) “Surviving organization” means an organization into which one or
more other organizations are merged. A
surviving organization may preexist the merger or be created by the merger.
(a) An organization other than a limited partnership may convert to a
limited partnership, and a limited partnership may convert to another
organization pursuant to this section and Sections 1103 through 1105 and a plan
of conversion, if:
(1) the other
organization’s governing statute authorizes the conversion;
(2) the conversion is
not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the other
organization complies with its governing statute in effecting the conversion.
(b) A plan of conversion must be in a record and must include:
(1) the name and form
of the organization before conversion;
(2) the name and form
of the organization after conversion;
(3) the terms and
conditions of the conversion, including the manner and basis for converting
interests in the converting organization into any combination of money,
interests in the converted organization, and other consideration; and
(4) the
organizational documents of the converted organization.
(a) Subject to Section 1110, a plan of conversion must be consented to
by all the partners of a converting limited partnership.
(b) Subject to Section 1110 and any contractual rights, after a
conversion is approved, and at any time before a filing is made under Section
1104, a converting limited partnership may amend the plan or abandon the
planned conversion:
(1) as provided in
the plan; and
(2) except as
prohibited by the plan, by the same consent as was required to approve the
plan.
(a) After a plan of conversion is approved:
(1) a converting
limited partnership shall deliver to the [Secretary of State] for filing
articles of conversion, which must include:
(A) a
statement that the limited partnership has been converted into another
organization;
(B) the
name and form of the organization and the jurisdiction of its governing
statute;
(C) the
date the conversion is effective under the governing statute of the converted
organization;
(D) a
statement that the conversion was approved as required by this [Act];
(E) a
statement that the conversion was approved as required by the governing statute
of the converted organization; and
(F) if
the converted organization is a foreign organization not authorized to transact
business in this State, the street and mailing address of an office which the
[Secretary of State] may use for the purposes of Section 1105(c); and
(2) if the converting
organization is not a converting limited partnership, the converting
organization shall deliver to the [Secretary of State] for filing a certificate
of limited partnership, which must include, in addition to the information
required by Section 201:
(A) a
statement that the limited partnership was converted from another organization;
(B) the
name and form of the organization and the jurisdiction of its governing statute;
and
(C) a
statement that the conversion was approved in a manner that complied with the
organization’s governing statute.
(b) A conversion becomes effective:
(1) if the converted
organization is a limited partnership, when the certificate of limited
partnership takes effect; and
(2) if the converted
organization is not a limited partnership, as provided by the governing statute
of the converted organization.
(a) An organization 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 organization remains vested in the converted
organization;
(2) all debts,
liabilities, and other obligations of the converting organization continue as
obligations of the converted organization;
(3) an action or
proceeding pending by or against the converting organization may be continued
as if the conversion had not occurred;
(4) except as
prohibited by other law, all of the rights, privileges, immunities, powers, and
purposes of the converting organization remain vested in the converted
organization;
(5) except as
otherwise provided in the plan of conversion, the terms and conditions of the
plan of conversion take effect; and
(6) except as
otherwise agreed, the conversion does not dissolve a converting limited
partnership for the purposes of [Article] 8.
(c) A converted organization that is a foreign organization consents
to the jurisdiction of the courts of this State to enforce any obligation owed
by the converting limited partnership, if before the conversion the converting
limited partnership was subject to suit in this State on the obligation. A converted organization that is a foreign
organization and not authorized to transact business in this State appoints the
[Secretary of State] as its agent for service of process for purposes of
enforcing an obligation under this subsection.
Service on the [Secretary of State] under this subsection is made in the
same manner and with the same consequences as in Section 117(c) and (d).
(a) A limited partnership may merge with one or more other constituent
organizations pursuant to this section and Sections 1107 through 1109 and a
plan of merger, if:
(1) the governing
statute of each of the other organizations authorizes the merger;
(2) the merger is not
prohibited by the law of a jurisdiction that enacted any of those governing
statutes; and
(3) each of the other
organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in a record and must include:
(1) the name and form
of each constituent organization;
(2) the name and form
of the surviving organization and, if the surviving organization is to be
created by the merger, a statement to that effect;
(3) the terms and
conditions of the merger, including the manner and basis for converting the
interests in each constituent organization into any combination of money,
interests in the surviving organization, and other consideration;
(4) if the surviving
organization is to be created by the merger, the surviving organization’s
organizational documents; and
(5) if the surviving
organization is not to be created by the merger, any amendments to be made by
the merger to the surviving organization’s organizational documents.
(a) Subject to Section 1110, a plan of merger must be consented to by
all the partners of a constituent limited partnership.
(b) Subject to Section 1110 and any contractual rights, after a merger
is approved, and at any time before a filing is made under Section 1108, a
constituent limited partnership may amend the plan or abandon the planned
merger:
(1) as provided in
the plan; and
(2) except as
prohibited by the plan, with the same consent as was required to approve the
plan.
(a) After each constituent
organization has approved a merger, articles of merger must be signed on behalf
of:
(1) each preexisting
constituent limited partnership, by each general partner listed in the
certificate of limited partnership; and
(2) each other
preexisting constituent organization, by an authorized representative.
(b) The articles of merger must include:
(1) the name and form
of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form
of the surviving organization, the jurisdiction of its governing statute, and,
if the surviving organization is created by the merger, a statement to that
effect;
(3) the date the
merger is effective under the governing statute of the surviving organization;
(4) if the surviving
organization is to be created by the merger:
(A) if it
will be a limited partnership, the limited partnership’s certificate of limited
partnership; or
(B) if it
will be an organization other than a limited partnership, the organizational
document that creates the organization;
(5) if the surviving
organization preexists the merger, any amendments provided for in the plan of
merger for the organizational document that created the organization;
(6) a statement as to
each constituent organization that the merger was approved as required by the
organization’s governing statute;
(7) if the surviving
organization is a foreign organization not authorized to transact business in
this State, the street and mailing address of an office which the [Secretary of
State] may use for the purposes of Section 1109(b); and
(8) any additional
information required by the governing statute of any constituent organization.
(c) Each constituent limited partnership shall deliver the articles of
merger for filing in the [office of the Secretary of State].
(d) A merger becomes effective under this [article]:
(1) if the surviving
organization is a limited partnership, upon the later of:
(A) compliance with
subsection (c); or
(B) subject to Section 206(c), as specified in
the articles of merger; or
(2) if the surviving
organization is not a limited partnership, as provided by the governing statute
of the surviving organization.
(a) When a merger becomes effective:
(1) the surviving
organization continues or comes into existence;
(2) each constituent
organization that merges into the surviving organization ceases to exist as a
separate entity;
(3) all property
owned by each constituent organization that ceases to exist vests in the
surviving organization;
(4) all debts,
liabilities, and other obligations of each constituent organization that ceases
to exist continue as obligations of the surviving organization;
(5) an action or
proceeding pending by or against any constituent organization that ceases to
exist may be continued as if the merger had not occurred;
(6) except as
prohibited by other law, all of the rights, privileges, immunities, powers, and
purposes of each constituent organization that ceases to exist vest in the
surviving organization;
(7) except as
otherwise provided in the plan of merger, the terms and conditions of the plan
of merger take effect;
(8) except as
otherwise agreed, if a constituent limited partnership ceases to exist, the
merger does not dissolve the limited partnership for the purposes of [Article]
8;
(9) if the surviving
organization is created by the merger:
(A) if it
is a limited partnership, the certificate of limited partnership becomes
effective; or
(B) if it
is an organization other than a limited partnership, the organizational
document that creates the organization becomes effective; and
(10) if the surviving
organization preexists the merger, any amendments provided for in the articles
of merger for the organizational document that created the organization become effective.
(b) A surviving organization that is a foreign organization consents
to the jurisdiction of the courts of this State to enforce any obligation owed
by a constituent organization, if before the merger the constituent
organization was subject to suit in this State on the obligation. A surviving organization that is a foreign
organization and not authorized to transact business in this State appoints the
[Secretary of State] as its agent for service of process for the purposes of
enforcing an obligation under this subsection.
Service on the [Secretary of State] under this subsection is made in the
same manner and with the same consequences as in Section 117(c) and (d).
(a) If a partner of a converting or constituent limited partnership
will have personal liability with respect to a converted or surviving
organization, approval and amendment of a plan of conversion or merger are
ineffective without the consent of the partner, unless:
(1) the limited
partnership’s partnership agreement provides for the approval of the conversion
or merger with the consent of fewer than all the partners; and
(2) the partner has
consented to the provision of the partnership agreement.
(b) An amendment to a certificate of limited partnership which deletes
a statement that the limited partnership is a limited liability limited
partnership is ineffective without the consent of each general partner unless:
(1) the limited
partnership’s partnership agreement provides for the amendment with the consent
of less than all the general partners; and
(2) each general
partner that does not consent to the amendment has consented to the provision
of the partnership agreement.
(c) A partner does not give the consent required by subsection (a) or
(b) merely by consenting to a provision of the partnership agreement which
permits the partnership agreement to be amended with the consent of fewer than
all the partners.
(a) A conversion or merger under this [article] does not discharge any
liability under Sections 404 and 607 of a person that was a general partner in
or dissociated as a general partner from a converting or constituent limited
partnership, but:
(1) the provisions of
this [Act] pertaining to the collection or discharge of the liability continue
to apply to the liability;
(2) for the purposes
of applying those provisions, the converted or surviving organization is deemed
to be the converting or constituent limited partnership; and
(3) if a person is
required to pay any amount under this subsection:
(A) the
person has a right of contribution from each other person that was liable as a
general partner under Section 404 when the obligation was incurred and has not
been released from the obligation under Section 607; and
(B) the
contribution due from each of those persons is in proportion to the right to
receive distributions in the capacity of general partner in effect for each of
those persons when the obligation was incurred.
(b) In addition to any other liability provided by law:
(1) a person that
immediately before a conversion or merger became effective was a general
partner in a converting or constituent limited partnership that was not a
limited liability limited partnership is personally liable for each obligation
of the converted or surviving organization arising from a transaction with a
third party after the conversion or merger becomes effective, if, at the time
the third party enters into the transaction, the third party:
(A) does
not have notice of the conversion or merger; and
(B)
reasonably believes that:
(i)
the converted or surviving business is the converting or constituent limited
partnership;
(ii)
the converting or constituent limited partnership is not a limited liability
limited partnership; and
(iii)
the person is a general partner in the converting or constituent limited
partnership; and
(2) a person that was
dissociated as a general partner from a converting or constituent limited partnership
before the conversion or merger became effective is personally liable for each
obligation of the converted or surviving organization arising from a
transaction with a third party after the conversion or merger becomes
effective, if:
(A)
immediately before the conversion or merger became effective the converting or
surviving limited partnership was a not a limited liability limited
partnership; and
(B) at
the time the third party enters into the transaction less than two years have
passed since the person dissociated as a general partner and the third party:
(i)
does not have notice of the dissociation;
(ii)
does not have notice of the conversion or merger; and
(iii)
reasonably believes that the converted or surviving organization is the
converting or constituent limited partnership, the converting or constituent
limited partnership is not a limited liability limited partnership, and the
person is a general partner in the converting or constituent limited
partnership.
(a) An act of a person that immediately before a conversion or merger
became effective was a general partner in a converting or constituent limited
partnership binds the converted or surviving organization after the conversion
or merger becomes effective, if:
(1) before the
conversion or merger became effective, the act would have bound the converting
or constituent limited partnership under Section 402; and
(2) at the time the
third party enters into the transaction, the third party:
(A) does
not have notice of the conversion or merger; and
(B)
reasonably believes that the converted or surviving business is the converting
or constituent limited partnership and that the person is a general partner in
the converting or constituent limited partnership.
(b) An act of a person that before a conversion or merger became
effective was dissociated as a general partner from a converting or constituent
limited partnership binds the converted or surviving organization after the
conversion or merger becomes effective, if:
(1) before the
conversion or merger became effective, the act would have bound the converting
or constituent limited partnership under Section 402 if the person had been a
general partner; and
(2) at the time the
third party enters into the transaction, less than two years have passed since
the person dissociated as a general partner and the third party:
(A) does
not have notice of the dissociation;
(B) does
not have notice of the conversion or merger; and
(C)
reasonably believes that the converted or surviving organization is the
converting or constituent limited partnership and that the person is a general
partner in the converting or constituent limited partnership.
(c) If a person having knowledge of the conversion or merger causes a
converted or surviving organization to incur an obligation under subsection (a)
or (b), the person is liable:
(1) to the converted
or surviving organization for any damage caused to the organization arising
from the obligation; and
(2) if another person
is liable for the obligation, to that other person for any damage caused to
that other person arising from the liability.
SECTION
1113. [ARTICLE] NOT EXCLUSIVE. This [article] does not preclude an entity from
being converted or merged under other law.
SECTION
1101. DEFINITIONS. In this [article]:
(1) “Acquired entity” means the entity, all of one or more classes or
series of interests in which are acquired in an interest exchange.
(2) “Acquiring entity” means the entity that acquires all of one or
more classes or series of interests of the acquired entity in an interest
exchange.
(3) “Conversion” means a transaction authorized by [Part] 4.
(4) “Converted entity” means the converting entity as it continues in
existence after a conversion.
(5) “Converting entity” means the domestic entity that approves a plan
of conversion pursuant to Section 1143 or the foreign entity that approves a
conversion pursuant to the law of its jurisdiction of formation.
(6) “Distributional interest” means the right under an unincorporated
entity’s organic law and organic rules to receive distributions from the
entity.
(7) “Domestic”, with respect to an entity, means governed as to its
internal affairs by the law of this state.
(8) “Domesticated limited partnership” means the domesticating limited
partnership as it continues in existence after a domestication.
(9) “Domesticating limited partnership” means the domestic limited
partnership that approves a plan of domestication pursuant to Section 1153 or
the foreign limited partnership that approves a domestication pursuant to the
law of its jurisdiction of formation.
(10) “Domestication” means a transaction authorized by [Part] 5.
(11) “Entity”:
(A) means:
(i) a business corporation;
(ii) a nonprofit corporation;
(iii) a general partnership, including a limited liability partnership;
(iv) a limited partnership, including a limited liability limited
partnership;
(v) a limited liability company;
[(vi) a general cooperative association;]
(vii) a limited cooperative association;
(viii) an unincorporated nonprofit association;
(ix) a statutory trust,
business trust, or common-law business trust; or
(x) any other person that has:
(I) a legal existence
separate from any interest holder of that person; or
(II) the power to
acquire an interest in real property in its own name; and
(B) does not include:
(i) an individual;
(ii) a testamentary or inter vivos trust with a predominantly donative
purpose, or a charitable trust;
(iii) an association or relationship that is not a partnership solely
by reason of [Section 202(c) of the Revised Uniform Partnership Act] [Section 7
of the Uniform Partnership Act] or a similar provision of the law of another
jurisdiction;
(iv) a decedent’s estate; [or]
(v) a government or a governmental subdivision, agency, or
instrumentality[; or]
[(vi) a person excluded under Section 1109].
(12) “Filing entity” means an entity whose formation requires the
filing of a public organic record.
(13) “Foreign”, with respect to an entity, means an entity governed as
to its internal affairs by the law of a jurisdiction other than this state.
(14) “Governance interest” means a right under the organic law or
organic rules of an unincorporated entity, other than as a governor, agent,
assignee, or proxy, to:
(A) receive or demand access to information concerning, or the books
and records of, the entity;
(B) vote for the election of the governors of the entity; or
(C) receive notice of or vote on an issue involving the internal
affairs of the entity.
(15) “Governor” means:
(A) a director of a business corporation;
(B) a director or trustee of a nonprofit corporation;
(C) a general partner of a general partnership;
(D) a general partner of a limited partnership;
(E) a manager of a manager-managed limited liability company;
(F) a member of a member-managed limited liability company;
[(G) a director of a general cooperative association;]
(H) a director of a limited cooperative association;
(I) a manager of an unincorporated nonprofit association;
(J) a trustee of a statutory trust, business trust, or common-law
business trust; or
(K) any other person by or under whose authority the powers of an
entity are exercised and under whose direction the activities and affairs of
the entity are managed pursuant to the organic law and organic rules of the
entity.
(16) “Interest” means:
(A) a share in a business corporation;
(B) a membership in a nonprofit corporation;
(C) a partnership interest in a general partnership;
(D) a partnership interest in a limited partnership;
(E) a membership interest in a limited liability company;
[(F) a share in a general cooperative association;]
(G) a member’s interest in a limited cooperative association;
(H) a membership in an unincorporated nonprofit association;
(I) a beneficial interest in a statutory trust, business trust, or
common-law business trust; or
(J) a governance interest or distributional interest in any other type
of unincorporated entity.
(17) “Interest exchange” means a transaction authorized by [Part] 3.
(18) “Interest holder” means:
(A) a shareholder of a business corporation;
(B) a member of a nonprofit corporation;
(C) a general partner of a general partnership;
(D) a general partner of a limited partnership;
(E) a limited partner of a limited partnership;
(F) a member of a limited liability company;
[(G) a shareholder of a general cooperative association;]
(H) a member of a limited cooperative association;
(I) a member of an unincorporated nonprofit association;
(J) a beneficiary or beneficial owner of a statutory trust, business
trust, or common-law business trust; or
(K) any other direct holder of an interest.
(19) “Interest holder liability” means:
(A) personal liability for a liability of an entity that is imposed on
a person:
(i) solely by reason of the status of the person as an interest
holder; or
(ii) by the organic rules of the entity which make one or more
specified interest holders or categories of interest holders liable in their
capacity as interest holders for all or specified liabilities of the entity; or
(B) an obligation of an interest holder under the organic rules of an
entity to contribute to the entity.
(20) “Jurisdiction of formation” means the jurisdiction whose law
includes the organic law of an entity.
(21) “Merger” means a transaction authorized by [Part] 2.
(22) “Merging entity” means an entity that is a party to a merger and
exists immediately before the merger becomes effective.
(23) “Organic law” means the law of an entity’s jurisdiction of
formation governing the internal affairs of the entity.
(24) “Organic rules” means the public organic record and private
organic rules of an entity.
(25) “Plan” means a plan of merger, plan of interest exchange, plan of
conversion, or plan of domestication.
(26) “Plan of conversion” means a plan under
Section 1142.
(27) “Plan of domestication” means a plan under
Section 1152.
(28) “Plan of interest exchange” means a plan
under Section 1132.
(29) “Plan of merger” means a plan under Section 1122.
(30) “Private organic rules” means the rules, whether or not in a
record, that govern the internal affairs of an entity, are binding on all of
its interest holders, and are not part of its public organic record, if
any. The term includes:
(A) the bylaws of a business corporation;
(B) the bylaws of a nonprofit corporation;
(C) the partnership agreement of a general partnership;
(D) the partnership agreement of a limited partnership;
(E) the operating agreement of a limited liability company;
[(F) the bylaws of a general cooperative association;]
(G) the bylaws of a limited cooperative association;
(H) the governing principles of an unincorporated nonprofit
association; and
(I) the trust instrument of a statutory trust or similar rules of a business
trust or a common-law business trust.
(31) “Protected agreement” means:
(A) a record evidencing indebtedness and any related agreement in
effect on [the effective date of this [act]];
(B) an agreement that is binding on an entity on [the effective date
of this [act]];
(C) the organic rules of an entity in effect on [the effective date of
this [act]]; or
(D) an agreement that is binding on any of the governors or interest
holders of an entity on [the effective date of this [act]].
(32) “Public organic record” means the record the filing of which by
the [Secretary of State] is required to form an entity and any amendment to or
restatement of that record. The term
includes:
(A) the articles of incorporation of a business corporation;
(B) the articles of incorporation of a nonprofit corporation;
(C) the certificate of limited partnership of a limited partnership;
(D) the certificate of organization of a limited liability company;
[(E) the articles of incorporation of a general cooperative
association;]
(F) the articles of organization of a limited cooperative association;
and
(G) the certificate of trust of a statutory trust or similar record of
a business trust.
(33) “Registered foreign entity” means a foreign entity that is
registered to do business in this state pursuant to a record filed by the
[Secretary of State].
(34) “Statement of conversion” means a statement
under Section 1145.
(35) “Statement of domestication” means a
statement under Section 1155.
(36) “Statement of interest exchange” means a
statement under Section 1135.
(37) “Statement of merger” means a statement under
Section 1125.
(38) “Surviving entity” means the entity that continues in existence
after or is created by a merger.
(39) “Type of entity” means a generic form of entity:
(A) recognized at common law; or
(B) formed under an organic law, whether or not some entities formed
under that organic law are subject to provisions of that law that create
different categories of the form of entity.
SECTION 1102.
RELATIONSHIP OF [ARTICLE] TO OTHER LAWS. This [article] does not authorize an act
prohibited by, and does not affect the application or requirements of, law
other than this [article].
(a) A domestic or foreign entity that is required to give notice to,
or obtain the approval of, a governmental agency or officer of this state to be
a party to a merger must give the notice or obtain the approval to be a party
to an interest exchange, conversion, or domestication.
(b) Property held for a charitable purpose under the law of this state
by a domestic or foreign entity immediately before a transaction under this
[article] becomes effective may not, as a result of the transaction, be
diverted from the objects for which it was donated, granted, devised, or
otherwise transferred unless, to the extent required by or pursuant to the law
of this state concerning cy pres or other law dealing with nondiversion of
charitable assets, the entity obtains an appropriate order of [the appropriate
court] [the Attorney General] specifying the disposition of the property.
SECTION
1104. STATUS OF FILINGS. A filing under this [article] signed by a
domestic entity becomes part of the public organic record of the entity if the
entity’s organic law provides that similar filings under that law become part
of the public organic record of the entity.
SECTION
1105. NONEXCLUSIVITY. The fact that a transaction under this
[article] produces a certain result does not preclude the same result from
being accomplished in any other manner permitted by law other than this
[article].
SECTION
1106. REFERENCE TO EXTERNAL FACTS. A plan may refer to facts ascertainable
outside the plan if the manner in which the facts will operate upon the plan is
specified in the plan. The facts may
include the occurrence of an event or a determination or action by a person,
whether or not the event, determination, or action is within the control of a
party to the transaction.
SECTION
1107. ALTERNATIVE MEANS OF APPROVAL OF TRANSACTIONS. Except
as otherwise provided in the organic law or organic rules of a domestic entity,
approval of a transaction under this [article] by the unanimous vote or consent
of its interest holders satisfies the requirements of this [article] for
approval of the transaction.
(a) An interest holder of a
domestic merging, acquired, converting, or domesticating entity is entitled to
appraisal rights in connection with the transaction if the interest holder
would have been entitled to appraisal rights under the entity’s organic law in
connection with a merger in which the interest of the interest holder was
changed, converted, or exchanged unless:
(1) the organic law permits the
organic rules to limit the availability of appraisal rights; and
(2) the organic rules provide such
a limit.
(b) An interest holder of a
domestic merging, acquired, converting, or domesticating entity is entitled to
contractual appraisal rights in connection with a transaction under this
[article] to the extent provided in:
(1) the entity’s organic rules;
or
(2) the plan.
(a)
The following entities may not participate in a transaction under this [article]:
(1)
(2).
(b)
This [article] may not be used to effect a transaction that:
(1)
(2).]
(a) By complying with this
[part]:
(1) one or more domestic limited
partnerships may merge with one or more domestic or foreign entities into a domestic
or foreign surviving entity; and
(2) two or more foreign entities
may merge into a domestic limited partnership.
(b) By complying with the
provisions of this [part] applicable to foreign entities, a foreign entity may
be a party to a merger under this [part] or may be the surviving entity in such
a merger if the merger is authorized by the law of the foreign entity’s
jurisdiction of formation.
(a) A domestic limited
partnership may become a party to a merger under this [part] by approving a
plan of merger. The plan must be in a
record and contain:
(1) as to each merging entity,
its name, jurisdiction of formation, and type of entity;
(2) if the surviving entity is to
be created in the merger, a statement to that effect and the entity’s name,
jurisdiction of formation, and type of entity;
(3) the manner of converting the
interests in each party to the merger into interests, securities, obligations, money,
other property, rights to acquire interests or securities, or any combination
of the foregoing;
(4) if the surviving entity
exists before the merger, any proposed amendments to its public organic record,
if any, or to its private organic rules
that are, or are proposed to be, in a record;
(5) if the surviving entity is to
be created in the merger, its proposed public organic record, if any, and the
full text of its private organic rules that are proposed to be in a record;
(6) the other terms and
conditions of the merger; and
(7) any other provision required
by the law of a merging entity’s jurisdiction of formation or the organic rules
of a merging entity.
(b) In addition to the
requirements of subsection (a), a plan of merger may contain any other
provision not prohibited by law.
(a) A plan of merger is not effective unless it has been approved:
(1) by a domestic merging
limited partnership, by all the partners of the limited partnership entitled to
vote on or consent to any matter; and
(2) in a record, by each partner of a domestic merging limited
partnership that will have interest holder liability for debts, obligations,
and other liabilities that arise after the merger becomes effective, unless:
(A) the partnership agreement of the limited partnership in a record provides
for the approval of a merger in which some or all of its partners become
subject to interest holder liability by the vote or consent of fewer than all
the partners; and
(B) the partner consented in a record to or voted for that provision
of the partnership agreement or became a partner after the adoption of that
provision.
(b) A merger involving a domestic merging entity that is not a limited
partnership is not effective unless the merger is approved by that entity in
accordance with its organic law.
(c) A merger involving a foreign merging entity is not effective
unless the merger is approved by the foreign entity in accordance with the law
of the foreign entity’s jurisdiction of formation.
(a) A plan of merger may be
amended only with the consent of each party to the plan, except as otherwise
provided in the plan.
(b) A domestic merging limited partnership may approve
an amendment of a plan of merger:
(1) in the same manner as the plan was approved, if the plan does not
provide for the manner in which it may be amended; or
(2) by the partners in the manner provided in the plan, but a partner
that was entitled to vote on or consent to approval of the merger is entitled
to vote on or consent to any amendment of the plan that will change:
(A) the amount or kind of interests, securities, obligations, money,
other property, rights to acquire
interests or securities, or any combination of the foregoing, to be
received by the interest holders of any party to the plan;
(B) the public organic record, if any, or private organic rules of the
surviving entity that will be in effect immediately after the merger becomes
effective, except for changes that do not require approval of the interest
holders of the surviving entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would
adversely affect the partner in any material respect.
(c) After a plan of merger has
been approved and before a statement of merger becomes effective, the plan may
be abandoned as provided in the plan. Unless
prohibited by the plan, a domestic merging limited partnership may abandon the
plan in the same manner as the plan was approved.
(d) If a plan of merger is abandoned after a statement of merger has
been delivered to the [Secretary of State] for filing and before the statement
becomes effective, a statement of abandonment, signed by a party to the plan,
must be delivered to the [Secretary of State] for filing before the statement
of merger becomes effective. The
statement of abandonment takes effect upon filing, and the merger is abandoned
and does not become effective. The
statement of abandonment must contain:
(1) the name of each party to the plan of merger;
(2) the date on which the statement of merger was delivered to the
[Secretary of State] for filing; and
(3) a statement that the merger has been abandoned in accordance with
this section.
(a) A statement of merger must be signed by each merging entity and
delivered to the [Secretary of State] for filing.
(b) A statement of merger must contain:
(1) the name, jurisdiction of formation, and type of entity of each
merging entity that is not the surviving entity;
(2) the name, jurisdiction of formation, and type of entity of the
surviving entity;
(3) a statement that the merger was approved by each domestic merging
entity, if any, in accordance with this [part] and by each foreign merging
entity, if any, in accordance with the law of its jurisdiction of formation;
(4) if the surviving entity exists before the merger and is a domestic
filing entity, any amendment to its public organic record approved as part of
the plan of merger;
(5) if the surviving entity is created by the merger and is a domestic
filing entity, its public organic record, as an attachment;
(6) if the surviving entity is created by the merger and is a domestic
limited liability partnership, its statement of qualification, as an
attachment; and
(7) if the surviving entity is a foreign entity that is not a registered
foreign entity, a mailing address to which the [Secretary of State] may send
any process served on the [Secretary of State] pursuant to Section 1126(e).
(c) In addition to the requirements of subsection (b), a statement of
merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its public organic
record, if any, must satisfy the requirements of the law of this state, but the
public organic record does not need to be signed.
(e) A plan of merger that is signed by all the merging entities and
meets all the requirements of subsection (b) may be delivered to the [Secretary
of State] for filing instead of a statement of merger and upon filing has the
same effect. If a plan of merger is
filed as provided in this subsection, references in this [article] to a
statement of merger refer to the plan of merger filed under this subsection.
(a) When a merger becomes effective:
(1) the surviving entity continues or comes into existence;
(2) each merging entity that is not the surviving entity ceases to
exist;
(3) all property of each merging entity vests in the surviving entity
without transfer, reversion, or impairment;
(4) all debts, obligations, and liabilities of each merging entity are
debts, obligations, and other liabilities of the surviving entity;
(5) except as otherwise provided by law or the plan of merger, all the
rights, privileges, immunities, powers, and purposes of each merging entity
vest in the surviving entity;
(6) if the surviving entity exists before the merger:
(A) all its property continues to be vested in it without transfer,
reversion, or impairment;
(B) it remains subject to all its debts, obligations, and liabilities;
and
(C) all its rights, privileges, immunities, powers, and purposes
continue to be vested in it;
(7) the name of the surviving entity may be substituted for the name
of any merging entity that is a party to any pending action or proceeding;
(8) if the surviving entity exists before the merger:
(A) its public organic record, if any, is amended as provided in the
statement of merger; and
(B) its private organic rules that are to be in a record, if any, are
amended to the extent provided in the plan of merger;
(9) if the surviving entity is created by the merger:
(A) its public organic record, if any, is effective; and
(B) its private organic rules are effective; and
(10) the interests in each merging entity which are to be converted in
the merger are converted, and the interest holders of those interests are
entitled only to the rights provided to them under the plan of merger and to
any appraisal rights they have under Section 1108 and the merging entity’s
organic law.
(b) Except as otherwise provided in the organic law or organic rules
of a merging entity, the merger does not give rise to any rights that an
interest holder, governor, or third party would otherwise have upon a dissolution,
liquidation, or winding up of the merging entity.
(c) When a merger becomes effective, a person that did not have
interest holder liability with respect to any of the merging entities and that
becomes subject to interest holder liability with respect to a domestic entity
as a result of a merger has interest holder liability only to the extent
provided by the organic law of that entity and only for those debts,
obligations, and other liabilities that arise after the merger becomes
effective.
(d) When a merger becomes effective, the interest holder liability of
a person that ceases to hold an interest in a domestic merging entity with
respect to which the person had interest holder liability is as follows:
(1) The merger does not discharge any interest holder liability under
the organic law of the domestic merging entity to the extent the interest
holder liability arose before the merger became effective.
(2) The person does not have interest holder liability under the
organic law of the domestic merging entity for any liability that arises after
the merger becomes effective.
(3) The organic law of the domestic merging entity continues to apply
to the release, collection, or discharge of any interest holder liability
preserved under paragraph (1) as if the merger had not occurred and the
surviving entity were the domestic merging entity.
(4) The person has whatever rights of contribution from any other
person as are provided by law other than this [act], this [act], or the organic
rules of the domestic merging entity with respect to any interest holder
liability preserved under paragraph (1) as if the merger had not occurred.
(e) When a merger becomes effective, a foreign entity that is the
surviving entity may be served with process in this state for the collection
and enforcement of any debts, obligations, or other liabilities of a domestic
merging entity as provided in Section 120.
(f) When a merger becomes effective, the registration to do business
in this state of any foreign merging entity that is not the surviving entity is
canceled.
(a) By complying with this [part]:
(1) a domestic limited partnership may acquire all of one or more
classes or series of interests of another domestic or foreign entity in
exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or
any combination of the foregoing; or
(2) all of one or more classes or series of interests of a domestic
limited partnership may be acquired by another domestic or foreign entity in
exchange for interests, securities, obligations, rights to acquire interests or
securities, money, or other property, or any combination of the foregoing.
(b) By complying with the provisions of this [part] applicable to
foreign entities, a foreign entity may be the acquiring or acquired entity in
an interest exchange under this [part] if the interest exchange is authorized
by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a
merger of a domestic limited partnership but does not refer to an interest
exchange, the provision applies to an interest exchange in which the domestic
limited partnership is the acquired entity as if the interest exchange were a
merger until the provision is amended after [the effective date of this [act]].
(a) A domestic limited partnership
may be the acquired entity in an interest exchange under this [part] by
approving a plan of interest exchange.
The plan must be in a record and contain:
(1) the name of the acquired entity;
(2) the name, jurisdiction of formation, and type of entity of the
acquiring entity;
(3) the manner of converting the interests in the acquired entity into
interests, securities, obligations, money, other property, rights to acquire interests or securities, or
any combination of the foregoing;
(4) any proposed amendments to the certificate of limited partnership
or partnership agreement that are, or are proposed to be, in a record of the
acquired entity;
(5) the other terms and conditions of the interest exchange; and
(6) any other provision required by the law of this state or the
partnership agreement of the acquired entity.
(b) In addition to the requirements of subsection (a), a plan of
interest exchange may contain any other provision not prohibited by law.
(a) A plan of interest exchange is not effective unless it has been
approved:
(1) by all the partners of a domestic acquired limited partnership
entitled to vote on or consent to any matter; and
(2) in a record, by each partner of the domestic acquired limited
partnership that will have interest holder liability for debts, obligations,
and other liabilities that arise after the interest exchange becomes effective,
unless:
(A) the partnership agreement of the partnership in a record provides for
the approval of an interest exchange or a merger in which some or all its
partners become subject to interest holder liability by the vote or consent of
fewer than all of the partners; and
(B) the partner consented in a record to or voted for that provision
of the partnership agreement or became a partner after the adoption of that
provision.
(b) An interest exchange involving a domestic acquired entity that is
not a limited partnership is not effective unless it is approved by the
domestic entity in accordance with its organic law.
(c) An interest exchange involving a foreign acquired entity is not
effective unless it is approved by the foreign entity in accordance with the
law of the foreign entity’s jurisdiction of formation.
(d) Except as otherwise provided in its organic law or organic rules,
the interest holders of the acquiring entity are not required to approve the
interest exchange.
(a)
A plan of interest exchange may be amended only with the consent of each party
to the plan, except as otherwise provided in the plan.
(b)
A domestic acquired limited partnership may approve an amendment of a plan of
interest exchange:
(1)
in the same manner as the plan was approved, if the plan does not provide for
the manner in which it may be amended; or
(2) by the partners of the limited partnership in the manner provided
in the plan, but a partner that was entitled to vote on or consent to approval
of the interest exchange is entitled to vote on or consent to any amendment of
the plan that will change:
(A) the amount or kind of interests, securities, obligations, money,
other property, rights to acquire
interests or securities, or any combination of the foregoing, to be
received by any of the partners of the acquired partnership under the plan;
(B) the certificate of limited partnership or partnership agreement of
the acquired partnership that will be in effect immediately after the interest
exchange becomes effective, except for changes that do not require approval of
the partners of the acquired partnership under this [act] or the partnership
agreement; or
(C) any other terms or conditions of the plan, if the change would
adversely affect the partner in any material respect.
(b) After a plan of interest exchange has been approved and before a
statement of interest exchange becomes effective, the plan may be abandoned as
provided in the plan. Unless prohibited
by the plan, a domestic acquired limited partnership may abandon the plan in
the same manner as the plan was approved.
(c) If a plan of interest exchange is abandoned after a statement of
interest exchange has been delivered to the [Secretary of State] for filing and
before the statement becomes effective, a statement of abandonment, signed by
the acquired limited partnership, must be delivered to the [Secretary of State]
for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect
upon filing, and the interest exchange is abandoned and does not become
effective. The statement of abandonment
must contain:
(1) the name of the acquired limited partnership;
(2) the date on which the statement of interest exchange was delivered
to the [Secretary of State] for filing; and
(3) a statement that the interest exchange has been abandoned in
accordance with this section.
(a) A statement of interest exchange must be signed by a domestic
acquired limited partnership and delivered to the [Secretary of State] for
filing.
(b) A statement of interest exchange must contain:
(1) the name of the acquired limited partnership;
(2) the name, jurisdiction of formation, and type of the acquiring
entity;
(3) a statement that the plan of interest exchange was approved by the
acquired entity in accordance with this [part]; and
(4) any amendments to the acquired limited partnership’s certificate
of limited partnership approved as part of the plan of interest exchange.
(c) In addition to the requirements of subsection (b), a statement of
interest exchange may contain any other provision not prohibited by law.
(d) A plan of interest exchange that is signed by a domestic acquired
limited partnership and meets all the requirements of subsection (b) may be
delivered to the [Secretary of State] for filing instead of a statement of
interest exchange and upon filing has the same effect. If a plan of interest exchange is filed as
provided in this subsection, references in this [article] to a statement of
interest exchange refer to the plan of interest exchange filed under this
subsection.
(a) When an interest exchange in which the acquired entity is a
domestic limited partnership becomes effective:
(1) the interests in the domestic acquired limited partnership that
are the subject of the interest exchange cease to exist or are converted or
exchanged, and the partners holding those interests are entitled only to the
rights provided to them under the plan of interest exchange and to any
appraisal rights they have under Section 1108;
(2) the acquiring entity becomes the interest holder of the interests
in the acquired partnership stated in the plan of interest exchange to be
acquired by the acquiring entity;
(3) the certificate of limited partnership of the acquired partnership
is amended as provided in the statement of interest exchange; and
(4) the provisions of the partnership agreement of the acquired partnership
that are to be in a record, if any, are amended to the extent provided in the
plan of interest exchange.
(b) Except as otherwise provided in the partnership agreement of a
domestic acquired limited partnership, the interest exchange does not give rise
to any rights that a partner or third party would otherwise have upon a dissolution,
liquidation, or winding up of the acquired partnership.
(c) When an interest exchange becomes effective, a person that did not
have interest holder liability with respect to a domestic acquired limited
partnership and that becomes subject to interest holder liability with respect
to a domestic entity as a result of the interest exchange has interest holder
liability only to the extent provided by the organic law of the entity and only
for those debts, obligations, and other liabilities that arise after the
interest exchange becomes effective.
(d) When an interest exchange becomes effective, the interest holder
liability of a person that ceases to hold an interest in a domestic acquired
limited partnership with respect to which the person had interest holder
liability is as follows:
(1) The interest exchange does not discharge any interest holder
liability to the extent the interest holder liability arose before the interest
exchange became effective.
(2) The person does not have interest holder liability for any
liability that arises after the interest exchange becomes effective.
(3) The person has whatever rights of contribution from any other
person as are provided by other law, this [act], or the partnership agreement
of the acquired entity with respect to any interest holder liability preserved
under paragraph (1) as if the interest exchange had not occurred.
(a)
By complying with this [part], a domestic limited partnership may become:
(1) a domestic entity of a
different type; or
(2) a foreign entity of a
different type, if the conversion is authorized by the law of the foreign
jurisdiction.
(b) By complying with the provisions
of this [part] applicable to foreign entities, a foreign entity that is not a
foreign limited partnership may become a domestic limited partnership if the
conversion is authorized by the law of the foreign entity’s jurisdiction of
formation.
(c) If a protected agreement
contains a provision that applies to a merger of a domestic limited partnership
but does not refer to a conversion, the provision applies to a conversion of
the entity as if the conversion were a merger until the provision is amended
after [the effective date of this [act]].
(a) A domestic limited partnership may convert to a different type of
entity under this [part] by approving a plan of conversion. The plan must be in a record and contain:
(1) the name of the converting limited partnership;
(2) the name, jurisdiction of formation, and type of entity of the
converted entity;
(3) the manner of converting the interests in the converting limited
partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or
any combination of the foregoing;
(4) the proposed public organic record of the converted entity if it
will be a filing entity;
(5) the full text of the private organic rules of the converted entity
that are proposed to be in a record;
(6) the other terms and conditions of the conversion; and
(7) any other provision required by the law of this state or the
partnership agreement of the converting limited partnership.
(b) In addition to the requirements of subsection (a), a plan of
conversion may contain any other provision not prohibited by law.
(a) A plan of conversion is not
effective unless it has been approved:
(1) by a domestic converting limited partnership by all of the
partners of the limited partnership entitled to vote on or consent to any
matter; and
(2) in a record, by each partner of a domestic converting limited
partnership that will have interest holder liability for debts, obligations, and
other liabilities that arise after the conversion becomes effective:
(A) the partnership agreement of the limited partnership provides in a
record for the approval of a conversion or a merger in which some or all of its
partners become subject to interest holder liability by the vote or consent of
fewer than all the interest holders; and
(B) the partner voted for or consented in a record to that provision
of the partnership agreement or became a partner after the adoption of that
provision.
(b) A conversion involving a domestic converting entity that is not a
limited partnership is not effective unless it is approved by the domestic
converting entity in accordance with its organic law.
(c) A conversion of a foreign converting entity is not effective unless
it is approved by the foreign entity in accordance with the law of the foreign
entity’s jurisdiction of formation.
(a) A plan of conversion of a
domestic converting limited partnership may be amended:
(1) in the same manner as the plan was approved, if the plan does not
provide for the manner in which it may be amended; or
(2) by the partners of the limited partnership in the manner provided
in the plan, but a partner that was entitled to vote on or consent to approval
of the conversion is entitled to vote on or consent to any amendment of the
plan that will change:
(A) the amount or kind of interests, securities, obligations, money,
other property, rights to acquire
interests or securities, or any combination of the foregoing, to be
received by any of the partners of the converting entity under the plan;
(B) the public organic record or private organic rules of the
converted entity that will be in effect immediately after the conversion becomes
effective, except for changes that do not require approval of the interest
holders of the converted entity under its organic law or organic rules; or
(C) any other terms or conditions of the plan, if the change would
adversely affect the partner in any material respect.
(b) After a plan of conversion has been approved by a domestic
converting limited partnership and before a statement of conversion becomes
effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, by a domestic converting
limited partnership may abandon the plan in the same manner as the plan was
approved.
(c) If a plan of conversion is abandoned after a statement of
conversion has been delivered to the [Secretary of State] for filing and before
the filing becomes effective, a statement of abandonment, signed by the converting
entity, must be delivered to the [Secretary of State] for filing before the
time the statement of conversion becomes effective. The statement of abandonment takes effect
upon filing, and the conversion is abandoned and does not become
effective. The statement of abandonment
must contain:
(1) the name of the converting limited partnership;
(2) the date on which the statement of conversion was delivered to the
[Secretary of State] for filing; and
(3) a statement that the conversion has been abandoned in accordance
with this section.
(a) A statement of conversion must be signed by the converting entity
and delivered to the [Secretary of State] for filing.
(b) A statement of conversion must contain:
(1) the name, jurisdiction of formation, and type of the converting
entity;
(2) the name, jurisdiction of formation, and type of the converted
entity;
(3) if the converting entity is a domestic entity, a statement that
the plan of conversion was approved in accordance with this [part] or, if the
converting entity is a foreign entity, a statement that the conversion was
approved by the foreign converting entity in accordance with the law of its
jurisdiction of formation;
(4) if the converted entity is a domestic filing entity, the text of
its public organic record, as an attachment;
(5) if the converted entity is a domestic limited liability
partnership, the text of its statement of qualification, as an attachment; and
(6) if the converted entity is a foreign entity that is not a registered
foreign entity, a mailing address to which the [Secretary of State] may send
any process served on the [Secretary of State] pursuant to Section 1146(e).
(c) In addition to the requirements of subsection (b), a statement of
conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic
record, if any, must satisfy the requirements of the law of this state, but the
public organic record does not need to be signed.
(e) A plan of conversion that is signed by a domestic converting
entity and meets all the requirements of subsection (b) may be delivered to the
[Secretary of State] for filing instead of a statement of conversion and upon
filing has the same effect. If a plan of
conversion is filed as provided in this subsection, references in this
[article] to a statement of conversion refer to the plan of conversion filed
under this subsection.
(a) When a conversion in which the converted entity is a domestic
limited partnership becomes effective:
(1) the converted entity is:
(A) organized under and subject to this [act]; and
(B) the same entity without interruption as the converting entity;
(2) all property of the converting entity continues to be vested in
the converted entity without transfer, reversion, or impairment;
(3) all debts, obligations, and liabilities of the converting entity
continue as debts, obligations, and liabilities of the converted entity;
(4) except as otherwise provided by law or the plan of conversion, all
the rights, privileges, immunities, powers, and purposes of the converting
entity remain in the converted entity;
(5) the name of the converted entity may be substituted for the name
of the converting entity in any pending action or proceeding;
(6) the provisions of the partnership agreement of the converted
entity that are to be in a record, if any, approved as part of the plan of
conversion are effective; and
(7) the interests in the converting entity are converted, and the
interest holders of the converting entity are entitled only to the rights
provided to them under the plan of conversion and to any appraisal rights they
have under Section 1108 and the converting entity’s organic law.
(b) Except as otherwise provided in the partnership agreement of a
domestic converting limited partnership, the conversion does not give rise to
any rights that a partner or third party would otherwise have upon a dissolution,
liquidation, or winding up of the converting entity.
(c) When a conversion becomes effective, a person that did not have
interest holder liability with respect to the converting entity and that
becomes subject to interest holder liability with respect to a domestic entity
as a result of a conversion has interest holder liability only to the extent
provided by the organic law of the entity and only for those debts, obligations,
and other liabilities that arise after the conversion becomes effective.
(d) When a conversion becomes effective, the interest holder liability
of a person that ceases to hold an interest in a domestic limited partnership
with respect to which the person had interest holder liability is as follows:
(1) The conversion does not discharge any interest holder liability to
the extent the interest holder liability arose before the conversion became
effective.
(2) The person does not have interest holder liability for any
liability that arises after the conversion becomes effective.
(3) The person has whatever rights of contribution from any other
person as are provided by law other than this [act], this [act], or the
partnership agreement of the converting entity with respect to any interest
holder liability preserved under paragraph (1) as if the conversion had not
occurred.
(e) When a conversion becomes effective, a foreign entity that is the
converted entity may be served with process in this state for the collection
and enforcement of any of its debts, obligations, and liabilities as provided
in Section 120.
(f) If the converting entity is a registered foreign entity, its registration
to do business in this state is canceled when the conversion becomes effective.
(g) A conversion does not require the entity to wind up its affairs
and does not constitute or cause the dissolution of the entity.
(a) By complying with this [part], a domestic limited partnership may
become a foreign limited partnership if the domestication is authorized by the
law of the foreign jurisdiction.
(b) By complying with the provisions of this [part] applicable to
foreign limited partnerships, a foreign limited partnership may become a
domestic limited partnership if the domestication is authorized by the law of
the foreign limited partnership’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a
merger of a domestic limited partnership but does not refer to a domestication,
the provision applies to a domestication of the limited partnership as if the
domestication were a merger until the provision is amended after [the effective
date of this [act]].
(a) A domestic limited partnership may become a foreign limited partnership
in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(1) the name of the domesticating limited partnership;
(2) the name and jurisdiction of formation of the domesticated limited
partnership;
(3) the manner of converting the interests in the domesticating
limited partnership into interests, securities, obligations, money, other
property, rights to acquire interests or securities, or any combination of the
foregoing;
(4) the proposed certificate of limited partnership of the
domesticated limited partnership;
(5) the full text of the partnership agreement of the domesticated
limited partnership rights to acquire interests or securities, that are proposed to be in a record;
(6) the other terms and conditions of the domestication; and
(7) any other provision required by the law of this state or the
partnership agreement of the domesticating limited partnership.
(b) In addition to the requirements of subsection (a), a plan of
domestication may contain any other provision not prohibited by law.
(a) A plan of domestication of a domestic domesticating limited
partnership is not effective unless it has been approved:
(1) by all the partners entitled to vote on or consent to any matter;
and
(2) in a record, by each partner that will have interest holder
liability for debts, obligations, and other liabilities that arise after the
domestication becomes effective, unless:
(A) the partnership agreement of the entity in a record provide for
the approval of a domestication or merger in which some or all of its partners
become subject to interest holder liability by the vote or consent of fewer
than all the partners; and
(B) the partner voted for or consented in a record to that provision
of the partnership agreement or became a partner after the adoption of that
provision.
(b) A domestication of a foreign domesticating limited partnership is
not effective unless it is approved in accordance with the law of the foreign
limited partnership’s jurisdiction of formation.
(a) A plan of domestication of a domestic domesticating limited
partnership may be amended:
(1) in the same manner as the plan was approved, if the plan does not
provide for the manner in which it may be amended; or
(2) by the partners of the limited partnership in the manner provided
in the plan, but partner that was entitled to vote on or consent to approval of
the domestication is entitled to vote on or consent to any amendment of the
plan that will change:
(A) the amount or kind of interests, securities, obligations, money,
other property, rights to acquire interests or securities, or any combination
of the foregoing, to be received by any of the partners of the domesticating
limited partnership under the plan;
(B) the certificate of limited partnership or partnership agreement of
the domesticated limited partnership that will be in effect immediately after
the domestication becomes effective, except for changes that do not require
approval of the partners of the domesticated limited partnership under its
organic law or partnership agreement; or
(C) any other terms or conditions of the plan, if the change would
adversely affect the partner in any material respect.
(b) After a plan of domestication has been approved by a domestic
domesticating limited partnership and before a statement of domestication
becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, by a domestic
domesticating limited partnership may abandon the plan in the same manner as
the plan was approved.
(c) If a plan of domestication is abandoned after a statement of
domestication has been delivered to the [Secretary of State] for filing and
before the filing becomes effective, a statement of abandonment, signed by the
limited partnership, must be delivered to the [Secretary of State] for filing
before the time the statement of domestication becomes effective. The statement of abandonment takes effect
upon filing, and the domestication is abandoned and does not become
effective. The statement of abandonment
must contain:
(1) the name of the domesticating limited partnership;
(2) the date on which the statement of domestication was delivered to
the [Secretary of State] for filing; and
(3) a statement that the domestication has been abandoned in
accordance with this section.
(a) A statement of domestication must be signed by the domesticating
limited partnership and delivered to the [Secretary of State] for filing.
(b) A statement of domestication must contain:
(1) the name and jurisdiction of formation of the domesticating
limited partnership;
(2) the name and jurisdiction of formation of the domesticated limited
partnership;
(3) if the domesticating limited partnership is a domestic limited
partnership, a statement that the plan of domestication was approved in
accordance with this [part] or, if the domesticating limited partnership is a
foreign limited partnership, a statement that the domestication was approved in
accordance with the law of its jurisdiction of formation;
(4) the certificate of limited partnership of the domesticated limited
partnership, as an attachment; and
(5) if the domesticated foreign limited partnership is not a
registered foreign limited partnership, a mailing address to which the
[Secretary of State] may send any process served on the [Secretary of State]
pursuant to Section 1156(e).
(c) In addition to the requirements of subsection (b), a statement of
domestication may contain any other provision not prohibited by law.
(d) The certificate of limited partnership of a domesticated domestic
limited partnership must satisfy the
requirements of the law of this state, but the certificate does not need to be
signed.
(e) A plan of domestication that is signed by a domesticating domestic
limited partnership and meets all of the requirements of subsection (b) may be
delivered to the [Secretary of State] for filing instead of a statement of domestication
and upon filing has the same effect. If
a plan of domestication is filed as provided in this subsection, references in
this [article] to a statement of domestication refer to the plan of
domestication filed under this subsection.
(a) When a domestication becomes effective:
(1) the domesticated limited partnership is:
(A) organized under and subject to the organic law of the domesticated
limited partnership; and
(B) the same entity without interruption as the domesticating limited
partnership;
(2) all property of the domesticating limited partnership continues to
be vested in the domesticated entity without transfer, reversion, or
impairment;
(3) all debts, obligations, and liabilities of the domesticating
limited partnership continue as debts, obligations, and liabilities of the
domesticated limited partnership;
(4) except as otherwise provided by law or the plan of domestication,
all the rights, privileges, immunities, powers, and purposes of the domesticating
limited partnership remain in the domesticated limited partnership;
(5) the name of the domesticated limited partnership may be
substituted for the name of the domesticating limited partnership in any
pending action or proceeding;
(6) the certificate of limited partnership of the domesticated limited
partnership is effective;
(7) the provisions of the partnership agreement of the domesticated
limited partnership that are to be in a record, if any, approved as part of the
plan of domestication are effective; and
(8) the interests in the domesticating limited partnership are
converted to the extent and as approved in connection with the domestication,
and the partners of the domesticating limited partnership are entitled only to
the rights provided to them under the plan of domestication and to any
appraisal rights they have under Section 1108.
(b) Except as otherwise provided in the organic law or partnership
agreement of the domesticating limited partnership, the domestication does not
give rise to any rights that an partner or third party would otherwise have
upon a dissolution, liquidation, or winding up of the domesticating limited
partnership.
(c) When a domestication becomes effective, a person that did not have
interest holder liability with respect to the domesticating limited partnership
and that becomes subject to interest holder liability with respect to a
domestic limited partnership as a result of the domestication has interest
holder liability only to the extent provided by the organic law of the partnership
and only for those debts, obligations, and other liabilities that arise after
the domestication becomes effective.
(d) When a domestication becomes effective, the following rules apply:
(1) The domestication does not discharge any interest holder liability
under this [act] to the extent the interest holder liability arose before the
domestication became effective.
(2) A person does not have interest holder liability under this
[article] for any debts, obligations, and other liabilities that arise after
the domestication becomes effective.
(3) A person has whatever rights of contribution from any other person
as are provided by law other than this [act], this [act], or the partnership
agreement of a domestic domesticating limited partnership with respect to any
interest holder liability preserved under paragraph (1) as if the domestication
had not occurred.
(e) When a domestication becomes effective, a foreign limited
partnership that is the domesticated limited partnership may be served with
process in this state for the collection and enforcement of any of its debts,
obligations, and other liabilities as provided in Section 120.
(f) If the domesticating limited partnership is a registered foreign
limited partnership, the registration of the limited partnership is canceled
when the domestication becomes effective.
(g) A domestication does not require the limited partnership to wind
up its affairs and does not constitute or cause the dissolution of the limited
partnership.
SECTION 1201.
UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing this Uniform
Act uniform act, consideration must be given to the need to promote
uniformity of the law with respect to its subject matter among States states
that enact it.
SECTION 1202.
SEVERABILITY CLAUSE. If any provision of this [Act] [act] or its application to any person or
circumstance is held invalid, the invalidity does not affect other provisions
or applications of this [Act] [act] which can be given effect
without the invalid provision or application, and to this end the provisions of
this [Act] [act] are
severable.
Legislative Note:
Include this section only if this state lacks a general severability
statute or decision by the highest court of this state stating a general rule
of severability.
SECTION
1203. RELATION TO ELECTRONIC SIGNATURES
IN GLOBAL AND NATIONAL COMMERCE ACT. This [Act] [act] modifies, limits, or and
supersedes the federal Electronic Signatures in Global and National
Commerce Act, 15 U.S.C. Section 7001 et seq., but this [Act] [act]
does not modify, limit, or supersede Section 101(c) of that Act act,
15 U.S.C. Section 7001(c), or
authorize electronic delivery of any of the notices described in Section 103(b)
of that Act act, 15 U.S.C. Section 7003(b).
SECTION
1204. EFFECTIVE DATE. This [Act] takes effect [effective date]. SAVINGS CLAUSE. This [act] does not
affect an action commenced, proceeding brought, or right accrued before [the
effective date of this [act]].
SECTION
1205. REPEALS. Effective [all-inclusive date] , the
following acts and parts of acts are repealed: [the State Limited Partnership
Act as amended and in effect immediately before the effective date of this
[Act]].
(a) Before [all-inclusive date], this [act] governs only:
(1) a limited
partnership formed on or after [the effective date of this [act]]; and
(2) except as otherwise
provided in subsections (c) and (d), a limited partnership formed before [the
effective date of this [act]] which elects, in the manner provided in its
partnership agreement or by law for amending the partnership agreement, to be
subject to this [cct].
(b) Except as otherwise provided in subsection (c), on and after
[all-inclusive date] this [act] governs all limited partnerships.
(c) With respect to a limited partnership formed before [the effective
date of this [act]], the following rules apply except as the partners otherwise
elect in the manner provided in the partnership agreement or by law for
amending the partnership agreement:
(1) Section 104(c) does
not apply and the limited partnership has whatever duration it had under the
law applicable immediately before [the effective date of this [Act] [act]].
(2) the limited
partnership is not required to amend its certificate of limited partnership to
comply with Section 201(a)(4).
(3) Sections 601 and 602
do not apply and a limited partner has the same right and power to dissociate
from the limited partnership, with the same consequences, as existed
immediately before [the effective date of this [Act] [act]].
(4) Section 603(4) does
not apply.
(5) Section 603(5) does
not apply and a court has the same power to expel a general partner as the
court had immediately before [the effective date of this [Act] [act]].
(6) Section 801(3) does
not apply and the connection between a person’s dissociation as a general
partner and the dissolution of the limited partnership is the same as existed
immediately before [the effective date of this [act]].
(d) With respect to a limited partnership that elects pursuant to
subsection (a)(2) to be subject to this [Act] [act], after the
election takes effect the provisions of this [Act] [act] relating
to the liability of the limited partnership’s general partners to third parties
apply:
(1) before
[all-inclusive date], to:
(A) a third
party that had not done business with the limited partnership in the year
before the election took effect; and
(B) a third
party that had done business with the limited partnership in the year before
the election took effect only if the third party knows or has received a
notification of the election; and
(2) on and after
[all-inclusive date], to all third parties, but those provisions remain
inapplicable to any obligation incurred while those provisions were
inapplicable under paragraph (1)(B).
Legislative
Note: In a State that has previously amended its
existing limited partnership statute to provide for limited liability limited
partnerships (LLLPs), this Act should include transition provisions
specifically applicable to preexisting limited liability limited partnerships. The precise wording of those provisions must
depend on the wording of the State’s previously enacted LLLP provisions. However, the following principles apply
generally:
1. In Sections 806(b)(5) and
807(b)(4) (notice by dissolved limited partnership to claimants), the phrase
“the limited partnership has been throughout its existence a limited liability
limited partnership” should be revised to encompass a limited partnership that
was a limited liability limited partnership under the State’s previously
enacted LLLP provisions.
2. Section 1206(d) should
provide that, if a preexisting limited liability limited partnership elects to
be subject to this Act, this Act’s provisions relating to the liability of
general partners to third parties apply immediately to all third parties,
regardless of whether a third party has previously done business with the
limited liability limited partnership.
3. A preexisting limited
liability limited partnership that elects to be subject to this Act should have
to comply with Sections 201(a)(4) (requiring the certificate of limited
partnership to state whether the limited partnership is a limited liability
limited partnership) and 108(c) (establishing name requirements for a limited
liability limited partnership).
4. As for Section 1206(b)
(providing that, after a transition period, this Act applies to all preexisting
limited partnerships):
a. if a State’s previously enacted LLLP provisions have requirements
essentially the same as Sections 201(a)(4) and 108(c), preexisting limited
liability limited partnerships should automatically retain LLLP status under
this Act.
b. if a State’s previously enacted LLLP provisions have name
requirements essentially the same as Section 108(c) and provide that a public
filing other than the certificate of limited partnership establishes a limited
partnership’s status as a limited liability limited partnership:
i. that filing can be deemed to an amendment to the certificate of
limited partnership to comply with Section 201(a)(4), and
ii. preexisting limited
liability limited partnerships should automatically retain LLLP status under
this Act.
c. if a State’s previously enacted
LLLP provisions do not have name requirements essentially the same as Section
108(c), it will be impossible both to enforce Section 108(c) and provide for
automatic transition to LLLP status under this Act.
SECTION 1206.
REPEALS. The
following are repealed:
(1) [the state Limited Partnership Act as [amended,
and as] in effect immediately before [the effective date of this [act]].
(2) .
. . .
(3) . . . .
SECTION
1207. EFFECTIVE DATE. This [Act]
[act] takes effect …
