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Subchapter 1 - General Provisions
§ 4-46-101. Definitions - (1) “Business” includes every trade, occupation, and profession. (2) “Debtor...
§ 4-46-102. Knowledge and notice - (a) A person knows a fact if the person has...
§ 4-46-103. Effect of partnership agreement — Nonwaivable provisions - (a) Except as otherwise provided in subsection (b) of this...
§ 4-46-104. Supplemental principles of law - (a) Unless displaced by particular provisions of this chapter, the...
§ 4-46-105. Execution, filing, and recording of statements - (a) A statement may be filed in the office of...
§ 4-46-106. Governing law - (a) Except as otherwise provided in subsection (b) of this...
§ 4-46-107. Partnership subject to amendment or repeal of chapter - A partnership governed by this chapter is subject to any...
Subchapter 2 - Nature of Partnership
§ 4-46-201. Partnership as entity - (a) A partnership is an entity distinct from its partners....
§ 4-46-202. Formation of partnership - (a) Except as otherwise provided in subsection (b) of this...
§ 4-46-203. Partnership property - Property acquired by a partnership is property of the partnership...
§ 4-46-204. When property is partnership property - (a) Property is partnership property if acquired in the name...
Subchapter 3 - Relations of Partners to Persons Dealing with Partnership
§ 4-46-301. Partner agent of partnership - Subject to the effect of a statement of partnership authority...
§ 4-46-302. Transfer of partnership property - (a) Partnership property may be transferred as follows: (1) Subject...
§ 4-46-303. Statement of partnership authority - (a) A partnership may file a statement of partnership authority,...
§ 4-46-304. Statement of denial - A partner or other person named as a partner in...
§ 4-46-305. Partnership liable for partner's actionable conduct - (a) A partnership is liable for loss or injury caused...
§ 4-46-306. Partner's liability - (a) Except as otherwise provided in subsections (b) and (c)...
§ 4-46-307. Actions by and against partnership and partners - (a) A partnership may sue and be sued in the...
§ 4-46-308. Liability of purported partner - (a) If a person, by words or conduct, purports to...
Subchapter 4 - Relations of Partners to Each Other and to Partnership
§ 4-46-401. Partner's rights and duties - (a) Each partner is deemed to have an account that...
§ 4-46-402. Distributions in kind - A partner has no right to receive, and may not...
§ 4-46-403. Partner's rights and duties with respect to information - (a) A partnership shall keep its books and records, if...
§ 4-46-404. General standards of partner's conduct - (a) The only fiduciary duties a partner owes to the...
§ 4-46-405. Actions by partnership and partners - (a) A partnership may maintain an action against a partner...
§ 4-46-406. Continuation of partnership beyond definite term or particular undertaking - (a) If a partnership for a definite term or particular...
Subchapter 5 - Transferees and Creditors of Partner
§ 4-46-501. Partner not co-owner of partnership property - A partner is not a co-owner of partnership property and...
§ 4-46-502. Partner's transferable interest in partnership - The only transferable interest of a partner in the partnership...
§ 4-46-503. Transfer of partner's transferable interest - (a) A transfer, in whole or in part, of a...
§ 4-46-504. Partner's transferable interest subject to charging order - (a) On application by a judgment creditor of a partner...
Subchapter 6 - Partner's Dissociation
§ 4-46-601. Events causing partner's dissociation - A partner is dissociated from a partnership upon the occurrence...
§ 4-46-602. Partner's power to dissociate — Wrongful dissociation - (a) A partner has the power to dissociate at any...
§ 4-46-603. Effect of partner's dissociation - (a) If a partner's dissociation results in a dissolution and...
Subchapter 7 - Partner's Dissociation When Business Not Wound Up
§ 4-46-701. Purchase of dissociated partner's interest - (a) If a partner is dissociated from a partnership without...
§ 4-46-702. Dissociated partner's power to bind and liability to partnership - (a) For two (2) years after a partner dissociates without...
§ 4-46-703. Dissociated partner's liability to other persons - (a) A partner's dissociation does not of itself discharge the...
§ 4-46-704. Statement of dissociation - (a) A dissociated partner or the partnership may file a...
§ 4-46-705. Continued use of partnership name - Continued use of a partnership name, or a dissociated partner's...
Subchapter 8 - Winding Up Partnership Business
§ 4-46-801. Events causing dissolution and winding up of partnership business - A partnership is dissolved, and its business must be wound...
§ 4-46-802. Partnership continues after dissolution - (a) Subject to subsection (b) of this section, a partnership...
§ 4-46-803. Right to wind up partnership business - (a) After dissolution, a partner who has not wrongfully dissociated...
§ 4-46-804. Partner's power to bind partnership after dissolution - Subject to § 4-46-805, a partnership is bound by a...
§ 4-46-805. Statement of dissolution - (a) After dissolution, a partner who has not wrongfully dissociated...
§ 4-46-806. Partner's liability to other partners after dissolution - (a) Except as otherwise provided in subsection (b) of this...
§ 4-46-807. Settlement of accounts and contributions among partners - (a) In winding up a partnership's business, the assets of...
Subchapter 9 - Conversion and Merger
§ 4-46-901. Definitions - In this subchapter: (1) “Constituent partnership” means a constituent organization...
§ 4-46-902. Conversion - (a) An organization other than a partnership may convert to...
§ 4-46-903. Action on plan of conversion by converting partnership - (a) Subject to § 4-46-910, a plan of conversion must...
§ 4-46-904. Filings required for conversion — Effective date - (a) (1) After a plan of conversion is approved a...
§ 4-46-905. Effect of conversion - (a) An organization that has been converted under this subchapter...
§ 4-46-906. Merger - (a) A partnership may merge with one (1) or more...
§ 4-46-907. Action on plan of merger by constituent partnership - (a) Subject to § 4-46-910, a plan of merger must...
§ 4-46-908. Filings required for merger — Effective date - (a) After each constituent organization has approved a merger, articles...
§ 4-46-909. Effect of merger - (a) When a merger becomes effective: (1) The surviving organization...
§ 4-46-910. Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status - (a) If a partner of a converting or constituent partnership...
§ 4-46-911. Liability of partner after conversion or merger - (a) A conversion or merger under this chapter does not...
§ 4-46-912. Power of partners and persons dissociated as partners to bind organization after conversion or merger - (a) An act of a person that immediately before a...
§ 4-46-913. Chapter not exclusive - This chapter does not preclude an entity from being converted...
Subchapter 10 - Limited Liability Partnership
§ 4-46-1001. Statement of qualification - (a) A partnership may become a limited liability partnership pursuant...
§ 4-46-1002. Name - The name of a limited liability partnership must end with...
§ 4-46-1003. Annual report - (a) A limited liability partnership, and a foreign limited liability...
Subchapter 11 - Foreign Limited Liability Partnership
§ 4-46-1101. Law governing foreign limited liability partnership - (a) The laws under which a foreign limited liability partnership...
§ 4-46-1102. Statement of foreign qualification - (a) Before transacting business in this State, a foreign limited...
§ 4-46-1103. Effect of failure to qualify - (a) A foreign limited liability partnership transacting business in this...
§ 4-46-1104. Activities not constituting transacting business - (a) Activities of a foreign limited liability partnership which do...
§ 4-46-1105. Action by Attorney General - The Attorney General may maintain an action to restrain a...
Subchapter 12 - Miscellaneous Provisions
§ 4-46-1201. Uniformity of application and construction - This chapter shall be applied and construed to effectuate its...
§ 4-46-1202. Short title - This chapter may be cited as the Uniform Partnership Act...
§ 4-46-1203. Effective date - This chapter takes effect January 1, 2000.
§ 4-46-1206. Savings clause - This chapter does not affect an action or proceeding commenced...
§ 4-46-1207. Fees - (a) The Secretary of State shall collect the following fees...