Ask a question on the site
Questions
Lawyers
Blogs
Legislation
Contacts
Become a lawyer
Login Registration
Subchapter 1: GENERAL PROVISIONS
31 §1301. Short title - §1301. Short title This chapter may be known and cited...
31 §1302. Definitions - §1302. Definitions As used in this chapter, unless the context...
31 §1303. Knowledge and notice - §1303. Knowledge and notice 1. Knowledge. A person knows a...
31 §1304. Nature, purpose and duration of entity - §1304. Nature, purpose and duration of entity 1. Nature. A...
31 §1305. Powers - §1305. Powers A limited partnership has the powers to do...
31 §1306. Governing law - §1306. Governing law The law of this State governs relations...
31 §1307. Supplemental principles of law; rate of interest - §1307. Supplemental principles of law; rate of interest 1. Principles...
31 §1308. Limited partnership name; assumed name - §1308. Limited partnership name; assumed name 1. Requirements for real...
31 §1309. Reserved name; registered name of foreign limited partnership - §1309. Reserved name; registered name of foreign limited partnership 1....
31 §1310. Effect of partnership agreement; nonwaivable provisions - §1310. Effect of partnership agreement; nonwaivable provisions 1. Agreement governs;...
31 §1311. Required information - §1311. Required information A limited partnership shall maintain at its...
31 §1312. Business transactions of partner with partnership - §1312. Business transactions of partner with partnership A partner may...
31 §1313. Dual capacity - §1313. Dual capacity A person may be both a general...
31 §1314. Registered office; registered agent (REPEALED) - §1314. Registered office; registered agent (REPEALED) SECTION HISTORY PL 2005,...
31 §1314-A. Registered agent of domestic or foreign limited partnership - §1314-A. Registered agent of domestic or foreign limited partnership Each...
31 §1315. Change of registered office or registered agent (REPEALED) - §1315. Change of registered office or registered agent (REPEALED) SECTION...
31 §1316. Resignation of registered agent (REPEALED) - §1316. Resignation of registered agent (REPEALED) SECTION HISTORY PL 2005,...
31 §1317. Service of process (REPEALED) - §1317. Service of process (REPEALED) SECTION HISTORY PL 2005, c....
31 §1317-A. Service of process on domestic or foreign limited partnership - §1317-A. Service of process on domestic or foreign limited partnership...
31 §1318. Consent and proxies of partners - §1318. Consent and proxies of partners Action requiring the consent...
Subchapter 2: FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS
31 §1321. Formation of limited partnership; certificate of limited partnership - §1321. Formation of limited partnership; certificate of limited partnership 1....
31 §1322. Amendment or restatement of certificate - §1322. Amendment or restatement of certificate 1. Amendment of certificate....
31 §1323. Statement of termination - §1323. Statement of termination A dissolved limited partnership that has...
31 §1324. Signing of records - §1324. Signing of records 1. Required signatures. Each record delivered...
31 §1325. Signing and filing pursuant to judicial order - §1325. Signing and filing pursuant to judicial order 1. Court...
31 §1326. Delivery to and filing of records by Secretary of State; effective time and date - §1326. Delivery to and filing of records by Secretary of...
31 §1327. Correcting filed record - §1327. Correcting filed record 1. Statement of correction. A limited...
31 §1328. Liability for false information in filed record - §1328. Liability for false information in filed record 1. Damages...
31 §1329. Certificate of existence; certificate of authority; certificate of fact - §1329. Certificate of existence; certificate of authority; certificate of fact...
31 §1330. Annual report and amended annual report of domestic and foreign limited partnerships; failure to file annual report; penalty - §1330. Annual report and amended annual report of domestic and...
Subchapter 3: LIMITED PARTNERS
31 §1341. Becoming limited partner - §1341. Becoming limited partner A person becomes a limited partner:...
31 §1342. No right or power as limited partner to bind limited partnership - §1342. No right or power as limited partner to bind...
31 §1343. No liability as limited partner for limited partnership obligations - §1343. No liability as limited partner for limited partnership obligations...
31 §1344. Right of limited partner and former limited partner to information - §1344. Right of limited partner and former limited partner to...
31 §1345. Limited duties of limited partners - §1345. Limited duties of limited partners 1. No fiduciary duty....
31 §1346. Person erroneously believing self to be limited partner - §1346. Person erroneously believing self to be limited partner 1....
Subchapter 4: GENERAL PARTNERS
31 §1351. Becoming general partner - §1351. Becoming general partner A person becomes a general partner:...
31 §1352. General partner agent of limited partnership - §1352. General partner agent of limited partnership 1. Agent if...
31 §1353. Limited partnership liable for general partner's actionable conduct - §1353. Limited partnership liable for general partner's actionable conduct 1....
31 §1354. General partner's liability - §1354. General partner's liability 1. Joint and several liability. Except...
31 §1355. Actions by and against partnership and partners - §1355. Actions by and against partnership and partners 1. General...
31 §1356. Management rights of general partner - §1356. Management rights of general partner 1. General partner or...
31 §1357. Right of general partner and former general partner to information - §1357. Right of general partner and former general partner to...
31 §1358. General standards of general partner's conduct - §1358. General standards of general partner's conduct 1. Fiduciary duties....
Subchapter 5: CONTRIBUTIONS AND DISTRIBUTIONS
31 §1361. Form of contribution - §1361. Form of contribution A contribution of a partner may...
31 §1362. Liability for contribution - §1362. Liability for contribution 1. Obligation not excused by death,...
31 §1363. Sharing of distributions - §1363. Sharing of distributions A distribution by a limited partnership...
31 §1364. Interim distributions - §1364. Interim distributions A partner does not have a right...
31 §1365. No distribution on account of dissociation - §1365. No distribution on account of dissociation A person does...
31 §1366. Distribution in kind - §1366. Distribution in kind A partner does not have a...
31 §1367. Right to distribution - §1367. Right to distribution When a partner or transferee becomes...
31 §1368. Limitations on distribution - §1368. Limitations on distribution 1. In violation of partnership agreement....
31 §1369. Liability for improper distributions - §1369. Liability for improper distributions 1. General partner liable if...
Subchapter 6: DISSOCIATION
31 §1371. Dissociation as limited partner - §1371. Dissociation as limited partner 1. Prohibited before termination. A...
31 §1372. Effect of dissociation as limited partner - §1372. Effect of dissociation as limited partner 1. Rights; obligations;...
31 §1373. Dissociation as general partner - §1373. Dissociation as general partner A person is dissociated from...
31 §1374. Person's power to dissociate as general partner; wrongful dissociation - §1374. Person's power to dissociate as general partner; wrongful dissociation...
31 §1375. Effect of dissociation as general partner - §1375. Effect of dissociation as general partner 1. Rights; duties;...
31 §1376. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner - §1376. Power to bind and liability to limited partnership before...
31 §1377. Liability to other persons of person dissociated as general partner - §1377. Liability to other persons of person dissociated as general...
Subchapter 7: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
31 §1381. Partner's transferable interest - §1381. Partner's transferable interest The only interest of a partner...
31 §1382. Transfer of partner's transferable interest - §1382. Transfer of partner's transferable interest 1. Transfer. A transfer,...
31 §1383. Rights of judgment creditor of partner or transferee - §1383. Rights of judgment creditor of partner or transferee 1....
31 §1384. Power of estate of deceased partner - §1384. Power of estate of deceased partner If a partner...
Subchapter 8: DISSOLUTION
31 §1391. Nonjudicial dissolution - §1391. Nonjudicial dissolution Except as otherwise provided in section 1392,...
31 §1392. Judicial dissolution - §1392. Judicial dissolution On application by a partner, the Superior...
31 §1393. Winding up - §1393. Winding up 1. Purpose after dissolution. A limited partnership...
31 §1394. Power of general partner and person dissociated as general partner to bind partnership after dissolution - §1394. Power of general partner and person dissociated as general...
31 §1395. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner - §1395. Liability after dissolution of general partner and person dissociated...
31 §1396. Known claims against dissolved limited partnership - §1396. Known claims against dissolved limited partnership 1. Dispose of...
31 §1397. Other claims against dissolved limited partnership - §1397. Other claims against dissolved limited partnership 1. Notice of...
31 §1398. Liability of general partner and person dissociated as general partner when claim against limited partnership barred - §1398. Liability of general partner and person dissociated as general...
31 §1399. Administrative dissolution of domestic limited partnership - §1399. Administrative dissolution of domestic limited partnership 1. Grounds for...
31 §1400. Reinstatement following administrative dissolution or suspension of domestic limited partnership - §1400. Reinstatement following administrative dissolution or suspension of domestic limited...
31 §1401. Appeal from denial of reinstatement of domestic limited partnership - §1401. Appeal from denial of reinstatement of domestic limited partnership...
31 §1401-A. Revival of domestic limited partnership after dissolution - §1401-A. Revival of domestic limited partnership after dissolution 1. Determination...
31 §1402. Disposition of assets; when contributions required - §1402. Disposition of assets; when contributions required 1. Assets to...
31 §1403. Late reinstatement of domestic limited partnership after administrative dissolution - §1403. Late reinstatement of domestic limited partnership after administrative dissolution...
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS
31 §1411. Governing law - §1411. Governing law 1. Law under which organized governs. The...
31 §1412. Application for certificate of authority - §1412. Application for certificate of authority 1. Application. A foreign...
31 §1412-A. Amendments to application - §1412-A. Amendments to application 1. Amendments to application. If any...
31 §1413. Activities not constituting transacting business - §1413. Activities not constituting transacting business 1. Activities not constituting...
31 §1414. Filing of certificate of authority - §1414. Filing of certificate of authority Unless the Secretary of...
31 §1415. Fictitious name of foreign limited partnership - §1415. Fictitious name of foreign limited partnership 1. Requirements for...
31 §1416. Revocation of authority - §1416. Revocation of authority 1. Grounds for revocation of authority....
31 §1417. Cancellation of certificate of authority; effect of failure to have certificate - §1417. Cancellation of certificate of authority; effect of failure to...
31 §1418. Action by Attorney General - §1418. Action by Attorney General The Attorney General may maintain...
Subchapter 10: ACTIONS BY PARTNERS
31 §1421. Direct action by partner - §1421. Direct action by partner 1. Action against limited partnership...
31 §1422. Derivative action - §1422. Derivative action A partner may maintain a derivative action...
31 §1423. Proper plaintiff - §1423. Proper plaintiff A derivative action may be maintained only...
31 §1424. Pleading - §1424. Pleading In a derivative action, the complaint must state...
31 §1425. Proceeds and expenses - §1425. Proceeds and expenses 1. Proceeds. Except as otherwise provided...
Subchapter 11: CONVERSION AND MERGER
31 §1431. Definitions - §1431. Definitions As used in this subchapter, the following terms...
31 §1432. Conversion - §1432. Conversion 1. Conversion to or from limited partnership. An...
31 §1433. Action on plan of conversion by converting limited partnership - §1433. Action on plan of conversion by converting limited partnership...
31 §1434. Filings required for conversion; effective date - §1434. Filings required for conversion; effective date 1. Deliver to...
31 §1435. Effect of conversion - §1435. Effect of conversion 1. Same entity. An organization that...
31 §1436. Merger - §1436. Merger 1. Merger requirements. A limited partnership may merge...
31 §1437. Action on plan of merger by constituent limited partnership - §1437. Action on plan of merger by constituent limited partnership...
31 §1438. Filings required for merger; effective date - §1438. Filings required for merger; effective date 1. Articles of...
31 §1439. Effect of merger - §1439. Effect of merger 1. Effect of merger. When a...
31 §1440. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status - §1440. Restrictions on approval of conversions and mergers and on...
31 §1441. Liability of general partner after conversion or merger - §1441. Liability of general partner after conversion or merger 1....
31 §1442. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger - §1442. Power of general partners and persons dissociated as general...
31 §1443. Subchapter not exclusive - §1443. Subchapter not exclusive This subchapter does not preclude an...
Subchapter 12: MISCELLANEOUS PROVISIONS
31 §1451. Uniformity of application and construction - §1451. Uniformity of application and construction In applying and construing...
31 §1452. Relation to electronic signatures in global and national commerce act - §1452. Relation to electronic signatures in global and national commerce...
31 §1453. Application to existing relationships - §1453. Application to existing relationships 1. Before July 1, 2008....
31 §1454. Savings clause - §1454. Savings clause This chapter does not affect an action...
31 §1455. Duty of Secretary of State - §1455. Duty of Secretary of State The Secretary of State's...
31 §1456. Rules - §1456. Rules The Secretary of State may adopt rules not...
31 §1457. Expedited service - §1457. Expedited service The Secretary of State may provide an...
31 §1458. Access to data base - §1458. Access to data base The Secretary of State may...
31 §1459. Publications - §1459. Publications 1. Fee schedule. The Secretary of State may...
31 §1460. Fees; penalties - §1460. Fees; penalties A document required to be filed under...
31 §1461. Effective date - §1461. Effective date This chapter takes effect July 1, 2007....