[CHAPTER 425E]

UNIFORM LIMITED PARTNERSHIP ACT

 

ARTICLE 1. GENERAL PROVISIONS

 

Section

425E-101 Short title

425E-102 Definitions

425E-103 Knowledge and notice

425E-104 Nature, purpose, and duration of entity

425E-105 Powers

425E-106 Governing law

425E-107 Supplemental principles of law; rate of interest

425E-108 Name

425E-108.5 Administrative order of abatement for infringement

of limited partnership name

425E-109 Reserved name

425E-110 Effect of partnership agreement; nonwaivable

provisions

425E-111 Required information

425E-112 Business transactions between a partner and the

partnership

425E-113 Dual capacity

425E-114 Registered agent

425E-115 Designation or change of registered agent

425E-116 Resignation of registered agent

425E-117 Service on the partnership

425E-118 Consent and proxies of partners

 

ARTICLE 2. FORMATION; CERTIFICATE OF LIMITED

PARTNERSHIP; OTHER FILINGS; FEES

 

425E-201 Certificate of limited partnership

425E-202 Amendment or restatement of certificate

425E-203 Statement of termination

425E-204 Execution of records

425E-205 Signing and filing pursuant to judicial order

425E-206 Filing in the office of the director; effective time

and date

425E-206.5 Filing requirements; filing duty of the director

425E-207 Correcting a filed document

425E-208 Liability for false information in a filed record

425E-209 Certificates and certified copies to be received in

evidence

425E-210 Annual statement

425E-211 Fees for filing documents and issuing certificates

 

ARTICLE 3. LIMITED PARTNERS

 

425E-301 Limited partner

425E-302 No right or power as limited partner to bind limited

partnership

425E-303 Liability as a limited partner

425E-304 Right of limited partner and former limited partner

to information

425E-305 Limited duties of limited partners

425E-306 Person erroneously believing self to be a limited

partner

 

ARTICLE 4. GENERAL PARTNERS

 

425E-401 General partner

425E-402 General partner is an agent of the limited

partnership

425E-403 Limited partnership liable for general partner's

actionable conduct

425E-404 General partner's liability

425E-405 Actions by and against partnership and partners

425E-406 Management rights of general partners

425E-407 Right of general partner and former general partner

to information

425E-408 General standards of a general partner's conduct

 

ARTICLE 5. CONTRIBUTIONS AND DISTRIBUTIONS

 

425E-501 Form of contribution

425E-502 Liability for contribution

425E-503 Sharing of distributions

425E-504 Interim distributions

425E-505 No distribution on account of dissociation

425E-506 Distribution in kind

425E-507 Right to distribution

425E-508 Limitations on distribution

425E-509 Liability for improper distributions

 

ARTICLE 6. DISSOCIATION

 

425E-601 Dissociation as a limited partner

425E-602 Effect of dissociation as a limited partner

425E-603 Dissociation as a general partner

425E-604 Person's power to dissociate as a general partner;

wrongful dissociation

425E-605 Effect of dissociation as a general partner

425E-606 Power to bind, and liability to, limited partnership

before dissolution of partnership of a person

dissociated as general partner

425E-607 Liability to other persons of person dissociated as

a general partner

 

ARTICLE 7. TRANSFERABLE INTERESTS AND

RIGHTS OF TRANSFEREES AND CREDITORS

 

425E-701 Partner's transferable interest

425E-702 Transfer of partner's transferable interest

425E-703 Rights of creditors of partners or transferees

425E-704 Power of estate of deceased partner

 

ARTICLE 8. DISSOLUTION

 

425E-801 Nonjudicial dissolution

425E-802 Judicial dissolution

425E-803 Winding up

425E-804 Power of general partner and person dissociated as

general partner to bind partnership after

dissolution

425E-805 Liability after dissolution of general partner and

person dissociated as general partner to limited

partnership, other general partners, and persons

dissociated as general partners

425E-806 Known claims against dissolved limited partnership

425E-807 Other claims against dissolved limited partnership

425E-808 Liability of general partner and person dissociated

as general partner when claim against limited

partnership barred

425E-809 Administrative cancellation

425E-810 Reinstatement following administrative cancellation

425E-811 Appeal from denial of reinstatement

425E-812 Disposition of assets; when contributions required

 

ARTICLE 9. FOREIGN LIMITED PARTNERSHIPS

 

425E-901 Governing law

425E-902 Application for certificate of authority

425E-903 Activities not constituting transacting business

425E-904 Issuance of certificate of authority

425E-905 Name

425E-906 Cancellation of certificate of authority

425E-907 Certificate of withdrawal; effect of failure to have

certificate

425E-908 Changes and amendments

 

ARTICLE 10. ACTIONS BY PARTNERS

 

425E-1001 Direct action by a partner

425E-1002 Derivative action

425E-1003 Proper plaintiff

425E-1004 Pleading

425E-1005 Proceeds and expenses

 

ARTICLE 11. CONVERSION AND MERGER

 

425E-1101 Definitions

425E-1102 Conversion into or from limited partnerships

425E-1103 Articles of conversion

425E-1104 Effective date of the conversion

425E-1105 Effect of conversion

425E-1106 Merger

425E-1107 Articles of merger

425E-1108 Effective date of the merger

425E-1109 Effect of merger

425E-1110 Restrictions on approval of conversions and mergers

and on relinquishing limited liability limited

partnership status

425E-1111 Liability of general partners after conversion or

merger

425E-1112 Power of general partners and persons dissociated as

general partners to bind organization after

conversion or merger

425E-1113 Article not exclusive

425E-1114 Foreign mergers

 

ARTICLE 12. MISCELLANEOUS PROVISIONS

 

425E-1201 Uniformity of application and construction

425E-1202 Severability clause

425E-1203 Relation to Electronic Signatures in Global and

National Commerce Act

425E-1204 Application to existing relationships

425E-1205 Savings clause

425E-1206 Personal liability and penalty

 

Cross References

 

Limited liability partnerships, see 425-151 to 173.

Uniform limited liability company act, see chapter 428.

 

 

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