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Part 1. General (Repealed)
35-12-101. Repealed - 35-12-101. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-102. Repealed - 35-12-102. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-103. Repealed - 35-12-103. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-104. Repealed - 35-12-104. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-105. Repealed - 35-12-105. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-106. Repealed - 35-12-106. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
Part 2. Formation -- Certificate (Repealed)
35-12-201. Repealed - 35-12-201. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-202. Repealed - 35-12-202. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-203. Repealed - 35-12-203. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-204. Repealed - 35-12-204. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-205. Repealed - 35-12-205. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-206. Repealed - 35-12-206. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-207. Repealed - 35-12-207. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
Part 3. Powers, Duties, and Liabilities of Partners (Repealed)
35-12-301. Repealed - 35-12-301. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-302. Repealed - 35-12-302. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-303. Repealed - 35-12-303. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-304. Repealed - 35-12-304. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-305. Repealed - 35-12-305. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-306. Repealed - 35-12-306. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-307. Repealed - 35-12-307. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-308. Repealed - 35-12-308. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-309. Repealed - 35-12-309. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-310. Repealed - 35-12-310. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-311. Repealed - 35-12-311. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-312. Repealed - 35-12-312. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-313. Repealed - 35-12-313. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-314. Repealed - 35-12-314. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
Part 4. Dissolution (Repealed)
35-12-401. Repealed - 35-12-401. Repealed. Sec. 64, Ch. 522, L. 1981. History: (1)En....
35-12-402. Repealed - 35-12-402. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
35-12-403. Repealed - 35-12-403. Repealed. Sec. 64, Ch. 522, L. 1981. History: En....
Part 5. General Provisions
35-12-501. Short title - 35-12-501. Short title. This chapter may be cited as the...
35-12-502. Construction and application - 35-12-502. Construction and application. In applying and construing this chapter,...
35-12-503. Repealed - 35-12-503. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-504. Definitions - 35-12-504. Definitions. In this chapter, the following definitions apply: (1)...
35-12-505. Name - 35-12-505. Name. (1) The name of a limited partnership may...
35-12-506. Reservation of name - 35-12-506. Reservation of name. (1) The exclusive right to the...
35-12-507. Repealed - 35-12-507. Repealed. Secs. 68, 70, Ch. 240, L. 2007. History:...
35-12-508. Required information - 35-12-508. Required information. A limited partnership shall maintain at its...
35-12-509. Nature, purpose, and duration of entity - 35-12-509. Nature, purpose, and duration of entity. (1) A limited...
35-12-510. Business transactions of partner with the partnership - 35-12-510. Business transactions of partner with the partnership. A partner...
35-12-511. Knowledge and notice - 35-12-511. Knowledge and notice. (1) A person knows a fact...
35-12-512. Powers - 35-12-512. Powers. A limited partnership has the power to do...
35-12-513. Governing law - 35-12-513. Governing law. The law of this state governs relations...
35-12-514. Supplemental principles of law -- rate of interest - 35-12-514. Supplemental principles of law -- rate of interest. (1)...
35-12-515. Effect of partnership agreement -- nonwaivable provisions - 35-12-515. Effect of partnership agreement -- nonwaivable provisions. (1) Except...
35-12-516. Consent and proxies of partners - 35-12-516. Consent and proxies of partners. Action requiring the consent...
35-12-517. through 35-12-520 reserved - 35-12-517 through 35-12-520 reserved.
35-12-521. Secretary of state to establish fees - 35-12-521. Secretary of state to establish fees. The secretary of...
35-12-522. Action by attorney general - 35-12-522. Action by attorney general. The attorney general may bring...
Part 6. Formation -- Certificate of Limited Partnership
35-12-601. Formation of limited partnership -- certificate of limited partnership - 35-12-601. Formation of limited partnership -- certificate of limited partnership....
35-12-602. Amendments or restatement of certificate - 35-12-602. Amendments or restatement of certificate. (1) In order to...
35-12-603. Statement of cancellation - 35-12-603. Statement of cancellation. (1) A dissolved limited partnership that...
35-12-604. Signing of records - 35-12-604. Signing of records. (1) Each record delivered to the...
35-12-605. Signing and filing pursuant to judicial order - 35-12-605. Signing and filing pursuant to judicial order. (1) If...
35-12-606. Repealed - 35-12-606. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-607. Liability for false statement in certificate - 35-12-607. Liability for false statement in certificate. (1) If a...
35-12-608. Repealed - 35-12-608. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-609. Repealed - 35-12-609. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-610. Term and renewal of certification - 35-12-610. Term and renewal of certification. (1) Certification of a...
35-12-611. Application for renewal of certification - 35-12-611. Application for renewal of certification. The application for renewal...
35-12-612. Filing of application for renewal of certification -- issuance of certificate - 35-12-612. Filing of application for renewal of certification -- issuance...
35-12-613. Involuntary cancellation of certificate - 35-12-613. Involuntary cancellation of certificate. For a certificate filed prior...
35-12-614. Delivery to and filing of records by secretary of state -- effective time and date - 35-12-614. Delivery to and filing of records by secretary of...
35-12-615. Filing of facsimile copy - 35-12-615. Filing of facsimile copy. (1) The secretary of state...
35-12-616. Correcting filed record - 35-12-616. Correcting filed record. (1) A limited partnership or foreign...
35-12-617. Certificate of fact - 35-12-617. Certificate of fact. (1) The secretary of state, upon...
35-12-618. Application for renewal of foreign limited partnership certificate of authority -- requirements for appointed registered agent - 35-12-618. Application for renewal of foreign limited partnership certificate of...
35-12-619. reserved - 35-12-619 reserved.
35-12-620. Reinstatement following cancellation for failure to renew - 35-12-620. Reinstatement following cancellation for failure to renew. (1) If...
Part 7. Limited Partners
35-12-701. Becoming limited partner - 35-12-701. Becoming limited partner. A person becomes a limited partner:...
35-12-702. Repealed - 35-12-702. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-703. No liability as limited partner for limited partnership obligations - 35-12-703. No liability as limited partner for limited partnership obligations....
35-12-704. Person erroneously believing self to be limited partner - 35-12-704. Person erroneously believing self to be limited partner. (1)...
35-12-705. Right of limited partner and former limited partner to information - 35-12-705. Right of limited partner and former limited partner to...
35-12-706. No right or power as limited partner to bind limited partnership - 35-12-706. No right or power as limited partner to bind...
35-12-707. Limited duties of limited partners - 35-12-707. Limited duties of limited partners. (1) A limited partner...
Part 8. General Partners
35-12-801. Becoming partner - 35-12-801. Becoming partner. A person becomes a general partner: (1)...
35-12-802. Repealed - 35-12-802. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-803. General partner's liabilities - 35-12-803. General partner's liabilities. (1) Except as otherwise provided in...
35-12-804. Repealed - 35-12-804. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-805. Repealed - 35-12-805. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-806. General partner as agent of limited partnership - 35-12-806. General partner as agent of limited partnership. (1) Each...
35-12-807. Limited partnership liable for general partner's actionable conduct - 35-12-807. Limited partnership liable for general partner's actionable conduct. (1)...
35-12-808. Actions by and against partnership and partners - 35-12-808. Actions by and against partnership and partners. (1) To...
35-12-809. Management rights of general partner - 35-12-809. Management rights of general partner. (1) Each general partner...
35-12-810. Right of general partner and former general partner to information - 35-12-810. Right of general partner and former general partner to...
35-12-811. General standards of general partner's conduct - 35-12-811. General standards of general partner's conduct. (1) The only...
Part 9. Finance
35-12-901. Form of contributions - 35-12-901. Form of contributions. A contribution of a partner consist...
35-12-902. Liability for contributions - 35-12-902. Liability for contributions. (1) A partner's obligation to contribute...
35-12-903. Repealed - 35-12-903. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-904. Repealed - 35-12-904. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-905. Sharing of distributions - 35-12-905. Sharing of distributions. A contribution of a partner may...
Part 10. Distribution and Dissociation
35-12-1001. Interim distributions - 35-12-1001. Interim distributions. A partner does not have a right...
35-12-1002. Repealed - 35-12-1002. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1003. Repealed - 35-12-1003. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1004. Repealed - 35-12-1004. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1005. Distributions in kind - 35-12-1005. Distributions in kind. A partner does not have a...
35-12-1006. Right to distributions - 35-12-1006. Right to distributions. When a partner or transferee becomes...
35-12-1007. Repealed - 35-12-1007. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1008. Repealed - 35-12-1008. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1009. No distribution on account of dissociation - 35-12-1009. No distribution on account of dissociation. A person does...
35-12-1010. Limitations on distribution - 35-12-1010. Limitations on distribution. (1) A limited partnership may not...
35-12-1011. Liability for improper distributions - 35-12-1011. Liability for improper distributions. (1) A general partner that...
35-12-1012. through 35-12-1015 reserved - 35-12-1012 through 35-12-1015 reserved.
35-12-1016. Dissociation as limited partner - 35-12-1016. Dissociation as limited partner. (1) Except as provided in...
35-12-1017. Effect of dissociation as limited partner - 35-12-1017. Effect of dissociation as limited partner. (1) Upon a...
35-12-1018. Dissociation as general partner - 35-12-1018. Dissociation as general partner. A person is dissociated from...
35-12-1019. Person's power to dissociate as general partner -- wrongful dissociation - 35-12-1019. Person's power to dissociate as general partner -- wrongful...
35-12-1020. Effect of dissociation as general partner - 35-12-1020. Effect of dissociation as general partner. (1) Upon a...
35-12-1021. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner - 35-12-1021. Power to bind and liability to limited partnership before...
35-12-1022. Liability to other persons of person dissociated as general partner - 35-12-1022. Liability to other persons of person dissociated as general...
Part 11. Assignment of Partnership Interests
35-12-1101. Repealed - 35-12-1101. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1102. Repealed - 35-12-1102. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1103. Rights of creditors of partner or transferee - 35-12-1103. Rights of creditors of partner or transferee. (1) On...
35-12-1104. Repealed - 35-12-1104. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1105. Power of estate of deceased partner - 35-12-1105. Power of estate of deceased partner. If a partner...
35-12-1106. Partner's transferable interest - 35-12-1106. Partner's transferable interest. The only interest of a partner...
35-12-1107. Transfer of partner's transferable interest - 35-12-1107. Transfer of partner's transferable interest. (1) A transfer, in...
Part 12. Dissolution
35-12-1201. Nonjudicial dissolution - 35-12-1201. Nonjudicial dissolution. (1) Except as otherwise provided in 35-12-1202,...
35-12-1202. Judicial resolution - 35-12-1202. Judicial resolution. On application by a partner, the district...
35-12-1203. Repealed - 35-12-1203. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1204. Repealed - 35-12-1204. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1205. Winding up - 35-12-1205. Winding up. (1) A limited partnership continues after dissolution...
35-12-1206. through 35-12-1210 reserved - 35-12-1206 through 35-12-1210 reserved.
35-12-1211. Power of general partner and person dissociated as general partner to bind partnership after dissolution - 35-12-1211. Power of general partner and person dissociated as general...
35-12-1212. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and person dissociated as general partner - 35-12-1212. Liability after dissolution of general partner and person dissociated...
35-12-1213. Known claims against dissolved limited partnership - 35-12-1213. Known claims against dissolved limited partnership. (1) A dissolved...
35-12-1214. Other claims against dissolved limited partnership - 35-12-1214. Other claims against dissolved limited partnership. (1) A dissolved...
35-12-1215. Liability of general partner and person dissociated as general partner when claim against limited partnership barred - 35-12-1215. Liability of general partner and person dissociated as general...
35-12-1216. Disposition of assets -- when contributions required - 35-12-1216. Disposition of assets -- when contributions required. (1) In...
Part 13. Foreign Limited Partnerships
35-12-1301. Governing law - 35-12-1301. Governing law. (1) The laws of the state or...
35-12-1302. Application for certificate of authority - 35-12-1302. Application for certificate of authority. Before transacting business in...
35-12-1303. Repealed - 35-12-1303. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1304. Repealed - 35-12-1304. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1305. Repealed - 35-12-1305. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1306. Repealed - 35-12-1306. Repealed. Sec. 97, Ch. 216, L. 2011. History: En....
35-12-1307. Cancellation of certificate of authority -- effect of failure to have certificate - 35-12-1307. Cancellation of certificate of authority -- effect of failure...
35-12-1308. Renumbered 35-12-522 - 35-12-1308. Renumbered 35-12-522. Code Commissioner, 2011.
35-12-1309. Activities not constituting transacting business - 35-12-1309. Activities not constituting transacting business. (1) Activities of a...
35-12-1310. Filing of certificate of authority - 35-12-1310. Filing of certificate of authority. Unless the secretary of...
35-12-1311. Application for renewal of foreign limited partnership certification -- requirement for appointed registered agent - 35-12-1311. Application for renewal of foreign limited partnership certification --...
35-12-1312. Noncomplying name of foreign limited partnership - 35-12-1312. Noncomplying name of foreign limited partnership. (1) A foreign...
35-12-1313. Revocation of certificate of authority - 35-12-1313. Revocation of certificate of authority. (1) A certificate of...
35-12-1314. Amendment of certificate of authority -- requirements - 35-12-1314. Amendment of certificate of authority -- requirements. (1) A...
Part 14. Derivative Actions
35-12-1401. Derivative action - 35-12-1401. Derivative action. A partner may maintain a derivative action...
35-12-1402. Proper plaintiff - 35-12-1402. Proper plaintiff. A derivative action may be maintained only...
35-12-1403. Pleading - 35-12-1403. Pleading. In a derivative action, the complaint must state...
35-12-1404. Proceeds and expenses - 35-12-1404. Proceeds and expenses. (1) Except as provided in subsection...
35-12-1405. Direct action by partner - 35-12-1405. Direct action by partner. (1) Subject to subsection (2),...
Part 15. Conversion
35-12-1501. Definitions - 35-12-1501. Definitions. As used in this part, the following definitions...
35-12-1502. Conversion - 35-12-1502. Conversion. (1) An organization other than a limited partnership...
35-12-1503. Action on plan of conversion by converting limited partnership - 35-12-1503. Action on plan of conversion by converting limited partnership....
35-12-1504. Filings required for conversion -- effective date - 35-12-1504. Filings required for conversion -- effective date. (1) After...
35-12-1505. Effect of conversion - 35-12-1505. Effect of conversion. (1) An organization that has been...
35-12-1506. through 35-12-1510 reserved - 35-12-1506 through 35-12-1510 reserved.
35-12-1511. Merger - 35-12-1511. Merger. (1) A limited partnership may merge with one...
35-12-1512. Action on plan of merger by constituent limited partners - 35-12-1512. Action on plan of merger by constituent limited partners....
35-12-1513. Filings required for merger -- effective date - 35-12-1513. Filings required for merger -- effective date. (1) After...
35-12-1514. Effect of merger - 35-12-1514. Effect of merger. (1) When a merger becomes effective:...
35-12-1515. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status - 35-12-1515. Restrictions on approval of conversions and mergers and on...
35-12-1516. through 35-12-1519 reserved - 35-12-1516 through 35-12-1519 reserved.
35-12-1520. Liability of general partner after conversion or merger - 35-12-1520. Liability of general partner after conversion or merger. (1)...
35-12-1521. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger - 35-12-1521. Power of general partners and persons dissociated as general...
35-12-1522. Part not exclusive - 35-12-1522. Part not exclusive. This part does not preclude an...