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Subchapter 1 - General Provisions
§ 4-47-101. Short title - This chapter may be cited as the Uniform Limited Partnership...
§ 4-47-102. Definitions - In this chapter: (1) “Certificate of limited partnership” means the...
§ 4-47-103. Knowledge and notice - (a) A person knows a fact if the person has...
§ 4-47-104. Nature, purpose, and duration of entity - (a) A limited partnership is an entity distinct from its...
§ 4-47-105. Powers - A limited partnership has the powers to do all things...
§ 4-47-106. Governing law - The law of this State governs relations among the partners...
§ 4-47-107. Supplemental principles of law — Rate of interest - Unless displaced by particular provisions of this chapter, the principles...
§ 4-47-108. Name - (a) The name of a limited partnership may contain the...
§ 4-47-109. Reservation of name - (a) The exclusive right to the use of a name...
§ 4-47-110. Effect of partnership agreement — Nonwaivable provisions - (a) Except as otherwise provided in subsection (b), the partnership...
§ 4-47-111. Required information - A limited partnership shall maintain at its designated office the...
§ 4-47-112. Business transactions of partner with partnership - A partner may lend money to and transact other business...
§ 4-47-113. Dual capacity - A person may be both a general partner and a...
§ 4-47-114. Office and agent for service of process - (a) A limited partnership shall designate and continuously maintain in...
§ 4-47-115. Change of designated office - (a) In order to change its designated office, a limited...
§ 4-47-118. Consent and proxies of partners - Action requiring the consent of partners under this chapter may...
Subchapter 2 - Formation — Certificate of Limited Partnership and Other Filings
§ 4-47-201. Formation of limited partnership — Certificate of limited partnership - (a) In order for a limited partnership to be formed,...
§ 4-47-202. Amendment or restatement of certificate - (a) In order to amend its certificate of limited partnership,...
§ 4-47-203. Statement of termination - A dissolved limited partnership that has completed winding up may...
§ 4-47-204. Signing of records - (a) Each record delivered to the Secretary of State for...
§ 4-47-205. Signing and filing pursuant to judicial order - (a) If a person required by this chapter to sign...
§ 4-47-206. Delivery to and filing of records by Secretary of State — Effective time and date - (a) A record authorized or required to be delivered to...
§ 4-47-207. Correcting filed record - (a) A limited partnership or foreign limited partnership may deliver...
§ 4-47-208. Liability for false information in filed record - (a) If a record delivered to the Secretary of State...
§ 4-47-209. Certificate of existence or authorization - (a) The Secretary of State, upon request and payment of...
§ 4-47-210. Annual report for Secretary of State - (a) A limited partnership or a foreign limited partnership authorized...
Subchapter 3 - Limited Partners
§ 4-47-301. Becoming limited partner - A person becomes a limited partner: (1) as provided in...
§ 4-47-302. No right or power as limited partner to bind limited partnership - A limited partner does not have the right or the...
§ 4-47-303. No liability as limited partner for limited partnership obligations - An obligation of a limited partnership, whether arising in contract,...
§ 4-47-304. Right of limited partner and former limited partner to information - (a) On 10 days' demand, made in a record received...
§ 4-47-305. Limited duties of limited partners - (a) A limited partner does not have any fiduciary duty...
§ 4-47-306. Person erroneously believing self to be limited partner - (a) Except as otherwise provided in subsection (b), a person...
Subchapter 4 - General Partners
§ 4-47-401. Becoming general partner - A person becomes a general partner: (1) as provided in...
§ 4-47-402. General partner agent of limited partnership - (a) Each general partner is an agent of the limited...
§ 4-47-403. Limited partnership liable for general partner's actionable conduct - (a) A limited partnership is liable for loss or injury...
§ 4-47-404. General partner's liability - (a) Except as otherwise provided in subsections (b) and (c),...
§ 4-47-405. Actions by and against partnership and partners - (a) To the extent not inconsistent with § 4-47-404, a...
§ 4-47-406. Management rights of general partner - (a) Each general partner has equal rights in the management...
§ 4-47-407. Right of general partner and former general partner to information - (a) A general partner, without having any particular purpose for...
§ 4-47-408. General standards of general partner's conduct - (a) The only fiduciary duties that a general partner has...
Subchapter 5 - Contributions and Distributions
§ 4-47-501. Form of contribution - A contribution of a partner may consist of tangible or...
§ 4-47-502. Liability for contribution - (a) A partner's obligation to contribute money or other property...
§ 4-47-503. Sharing of distributions - A distribution by a limited partnership must be shared among...
§ 4-47-504. Interim distributions - A partner does not have a right to any distribution...
§ 4-47-505. No distribution on account of dissociation - A person does not have a right to receive a...
§ 4-47-506. Distribution in kind - A partner does not have a right to demand or...
§ 4-47-507. Right to distribution - When a partner or transferee becomes entitled to receive a...
§ 4-47-508. Limitations on distribution - (a) A limited partnership may not make a distribution in...
§ 4-47-509. Liability for improper distributions - (a) A general partner that consents to a distribution made...
Subchapter 6 - Dissociation
§ 4-47-601. Dissociation as limited partner - (a) A person does not have a right to dissociate...
§ 4-47-602. Effect of dissociation as limited partner - (a) Upon a person's dissociation as a limited partner: (1)...
§ 4-47-603. Dissociation as general partner - A person is dissociated from a limited partnership as a...
§ 4-47-604. Person's power to dissociate as general partner — Wrongful dissociation - (a) A person has the power to dissociate as a...
§ 4-47-605. Effect of dissociation as general partner - (a) Upon a person's dissociation as a general partner: (1)...
§ 4-47-606. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner - (a) After a person is dissociated as a general partner...
§ 4-47-607. Liability to other persons of person dissociated as general partner - (a) A person's dissociation as a general partner does not...
Subchapter 7 - Transferable Interests and Rights of Transferees and Creditors
§ 4-47-701. Partner's transferable interest - The only interest of a partner which is transferable is...
§ 4-47-702. Transfer of partner's transferable interest - (a) A transfer, in whole or in part, of a...
§ 4-47-703. Rights of creditor of partner or transferee - (a) On application to a court of competent jurisdiction by...
§ 4-47-704. Power of estate of deceased partner - If a partner dies, the deceased partner's personal representative or...
Subchapter 8 - Dissolution
§ 4-47-801. Nonjudicial dissolution - Except as otherwise provided in § 4-47-802, a limited partnership...
§ 4-47-802. Judicial dissolution - On application by a partner the circuit court may order...
§ 4-47-803. Winding up - (a) A limited partnership continues after dissolution only for the...
§ 4-47-804. Power of general partner and person dissociated as general partner to bind partnership after dissolution - (a) A limited partnership is bound by a general partner's...
§ 4-47-805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner - (a) If a general partner having knowledge of the dissolution...
§ 4-47-806. Known claims against dissolved limited partnership - (a) A dissolved limited partnership may dispose of the known...
§ 4-47-807. Other claims against dissolved limited partnership - (a) A dissolved limited partnership may publish notice of its...
§ 4-47-808. 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...
§ 4-47-809. Administrative dissolution - (a) The Secretary of State may dissolve a limited partnership...
§ 4-47-810. Reinstatement following administrative dissolution - (a) A limited partnership that has been administratively dissolved may...
§ 4-47-811. Appeal from denial of reinstatement - (a) If the Secretary of State denies a limited partnership's...
§ 4-47-812. Disposition of assets — When contributions required - (a) In winding up a limited partnership's activities, the assets...
Subchapter 9 - Foreign Limited Partnerships
§ 4-47-901. Governing law - (a) The laws of the State or other jurisdiction under...
§ 4-47-902. Application for certificate of authority - (a) Before transacting business in this State, a foreign limited...
§ 4-47-903. Activities not constituting transacting business - (a) Activities of a foreign limited partnership which do not...
§ 4-47-904. Filing of certificate of authority - Unless the Secretary of State determines that an application for...
§ 4-47-905. Noncomplying name of foreign limited partnership - (a) A foreign limited partnership whose name does not comply...
§ 4-47-906. Revocation of certificate of authority - (a) A certificate of authority of a foreign limited partnership...
§ 4-47-907. Cancellation of certificate of authority — Effect of failure to have certificate - (a) In order to cancel its certificate of authority to...
§ 4-47-908. Action by Secretary of State - The Secretary of State may maintain an action to restrain...
Subchapter 10 - Actions by Partners
§ 4-47-1001. Direct action by partner - (a) Subject to subsection (b), a partner may maintain a...
§ 4-47-1002. Derivative action - A partner may maintain a derivative action to enforce a...
§ 4-47-1003. Proper plaintiff - A derivative action may be maintained only by a person...
§ 4-47-1004. Pleading - In a derivative action, the complaint must state with particularity:...
§ 4-47-1005. Proceeds and expenses - (a) Except as otherwise provided in subsection (b): (1) any...
Subchapter 11 - Conversion and Merger
§ 4-47-1101. Definitions - In this subchapter: (1) “Constituent limited partnership” means a constituent...
§ 4-47-1102. Conversion - (a) An organization other than a limited partnership may convert...
§ 4-47-1103. Action on plan of conversion by converting limited partnership - (a) Subject to § 4-47-1110, a plan of conversion must...
§ 4-47-1104. Filings required for conversion — Effective date - (a) After a plan of conversion is approved: (1) a...
§ 4-47-1105. Effect of conversion - (a) An organization that has been converted pursuant to this...
§ 4-47-1106. Merger - (a) A limited partnership may merge with one or more...
§ 4-47-1107. Action on plan of merger by constituent limited partnership - (a) Subject to § 4-47-1110, a plan of merger must...
§ 4-47-1108. Filings required for merger — Effective date - (a) After each constituent organization has approved a merger, articles...
§ 4-47-1109. Effect of merger - (a) When a merger becomes effective: (1) the surviving organization...
§ 4-47-1110. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status - (a) If a partner of a converting or constituent limited...
§ 4-47-1111. Liability of general partner after conversion or merger - (a) A conversion or merger under this chapter does not...
§ 4-47-1112. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger - (a) An act of a person that immediately before a...
§ 4-47-1113. Chapter not exclusive - This chapter does not preclude an entity from being converted...
Subchapter 12 - Miscellaneous Provisions
§ 4-47-1201. Uniformity of application and construction - In applying and construing this Uniform Act, consideration must be...
§ 4-47-1202. Severability clause - If any provision of this chapter or its application to...
§ 4-47-1203. Relation to Electronic Signatures in Global and National Commerce Act - This chapter modifies, limits, or supersedes the federal Electronic Signatures...
§ 4-47-1204. Effective date - This chapter takes effect on September 1, 2007.
§ 4-47-1206. Application to existing relationships - (a) Except as otherwise provided in subsection (b), on and...
§ 4-47-1207. Savings clause - This chapter does not affect an action commenced, proceeding brought,...
§ 4-47-1208. Effect of designation - Except as otherwise provided in this chapter, a limited partnership...
§ 4-47-1209. Formation of future limited partnerships - Beginning on September 1, 2007, no person may form an...
Subchapter 13 - Filing Fees
§ 4-47-1301. Fees for limited partnerships - (a) The Secretary of State shall collect the following fees...
§ 4-47-1302. Fees for limited liability limited partnerships - (a) The Secretary of State shall collect the following fees...