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121-101 - Definitions. - (a) "Certificate of limited partnership" means the certificate referred to...
121-102 - Partnership Name. - (a) (1) shall contain without abbreviation the words "Limited Partnership"...
121-103 - Reservation of Partnership Name. - (1) Any person intending to organize a domestic limited partnership...
121-104 - Statutory Designation of Secretary of State as Agent for Service of Process. - (b) No domestic or foreign limited partnership may be organized...
121-104-A - Resignation for Receipt of Process. - (1) the name of the limited partnership and the date...
121-105 - Registered Agent. - (c) The registered agent of a limited partnership may resign...
121-106 - Records. - (1) a current list of the full name and last...
121-107 - Nature of Business. - § 121-107. Nature of business. A limited partnership may carry...
121-108 - Business Transactions of Partner With the Partnership. - § 121-108. Business transactions of partner with the partnership. Except...
121-109 - Service of Process on Limited Partnerships. - (1) By personally delivering to and leaving with him or...
121-109-A - Electronic Service of Process. - § 121-109-a. Electronic service of process. The secretary of state...
121-110 - The Partnership Agreement. - (b) A limited partnership shall have a written partnership agreement....
121-201 - Certificate of Limited Partnership. - (1) the name of the limited partnership; (2) the county...
121-202 - Amendment of the Certificate of Limited Partnership. - (1) The name of the limited partnership and, if it...
121-202-A - Certificate of Change. - (1) the name of the limited partnership, and if it...
121-203 - Cancellation of Certificate. - (1) the name of the limited partnership; and if it...
121-204 - Execution of Certificates. - (1) an initial certificate of limited partnership must be signed...
121-205 - Execution, Amendment or Cancellation by Judicial Act. - (b) If a person contractually obligated to execute as a...
121-206 - Filing With the Department of State. - § 121-206. Filing with the department of state. A signed...
121-207 - Liability for False Statement in Certificate. - (1) any person who executes the certificate, or causes another...
121-208 - Restated Certificate of Limited Partnership. - (b) If the restated certificate of limited partnership merely restates...
121-301 - Admission of Limited Partners. - (1) the effective date of the original certificate of limited...
121-302 - Classes and Voting by Limited Partners. - (b) A partnership agreement which grants a right to vote...
121-303 - Liability to Third Parties. - (b) A limited partner does not participate in the control...
121-304 - Person Erroneously Believing Himself a Limited Partner. - (1) causes an accurate certificate of limited partnership or a...
121-401 - Admission of Additional General Partners. - § 121-401. Admission of additional general partners. After the effective...
121-402 - Events of Withdrawal of a General Partner. - (a) the general partner withdraws from the limited partnership as...
121-403 - General Powers and Liabilities. - (b) Except as provided in this article, a general partner...
121-404 - Contributions by a General Partner. - § 121-404. Contributions by a general partner. A general partner...
121-405 - Classes and Voting by General Partners. - (b) A partnership agreement may set forth provisions relating to...
121-501 - Form of Contribution. - § 121-501. Form of contribution. The contribution of a partner...
121-502 - Liability for Contributions. - (b) Unless otherwise provided in the partnership agreement and except...
121-503 - Sharing of Profits and Losses. - § 121-503. Sharing of profits and losses. The profits and...
121-504 - Sharing of Distributions. - § 121-504. Sharing of distributions. Distributions of cash or other...
121-601 - Interim Distributions. - § 121-601. Interim distributions. Except as provided in this article,...
121-602 - Withdrawal of a General Partner. - § 121-602. Withdrawal of a general partner. A general partner...
121-603 - Withdrawal of a Limited Partner. - (b) A limited partnership whose original certificate of limited partnership...
121-604 - Right to Distribution Upon Withdrawal. - § 121-604. Right to distribution upon withdrawal. Except as provided...
121-605 - Distribution in Kind. - § 121-605. Distribution in kind. Except as provided in the...
121-606 - Right to Distribution. - § 121-606. Right to distribution. Subject to sections 121-607 and...
121-607 - Limitations on Distribution. - (b) A limited partner who receives a distribution in violation...
121-701 - Nature of Partnership Interest. - § 121-701. Nature of partnership interest. An interest in a...
121-702 - Assignment of Partnership Interest. - (1) A partnership interest is assignable in whole or in...
121-703 - Rights of Creditor. - § 121-703. Rights of creditor. On application to a court...
121-704 - Right of Assignee to Become Limited Partner. - (b) An assignee who has become a limited partner has,...
121-705 - Liability Upon Assignment. - (b) An assignee who becomes a limited partner is liable...
121-706 - Power of Estate of Deceased or Incompetent Partner. - § 121-706. Power of estate of deceased or incompetent partner....
121-801 - Nonjudicial Dissolution. - (a) at the time, if any, provided in the certificate...
121-802 - Judicial Dissolution. - § 121-802. Judicial dissolution. On application by or for a...
121-803 - Winding Up. - (b) Upon dissolution of a limited partnership, the persons winding...
121-804 - Distribution of Assets. - (a) to creditors, including partners who are creditors, to the...
121-901 - Law Governing. - § 121-901. Law governing. Subject to the constitution of this...
121-902 - Application for Authority, Contents. - (1) the name of the foreign limited partnership and, if...
121-903 - Certificate of Amendment. - (a) A foreign limited partnership may amend its application for...
121-903-A - Certificate of Change. - (1) the name of the foreign limited partnership and, if...
121-904 - Application for Authority; Effect. - (b) A foreign limited partnership which has received a certificate...
121-905 - Surrender of Certificate of Authority. - (b) The certificate of surrender of authority shall state: (1)...
121-906 - Termination of Existence. - § 121-906. Termination of existence. When a foreign limited partnership...
121-907 - Doing Business Without Certificate of Authority. - (b) The failure of a foreign limited partnership that is...
121-908 - Violations. - § 121-908. Violations. The attorney general shall, upon his own...
121-1001 - Parties to Actions. - § 121-1001. Parties to actions. A limited partner, unless he...
121-1002 - Limited Partners' Derivative Action. - (b) In a derivative action, at least one plaintiff must...
121-1003 - Security for Expenses. - § 121-1003. Security for expenses. In a derivative action, brought...
121-1004 - Indemnification of General Partner. - (b) A limited partnership may indemnify, and may advance expenses...
121-1101 - Merger and Consolidation of Limited Partnerships. - § 121-1101. Merger and consolidation of limited partnerships. One or...
121-1102 - Procedure for Merger or Consolidation. - (b) Any limited partner of a limited partnership which is...
121-1103 - Certificate of Merger or Consolidation; Contents. - (1) The name of each constituent limited partnership, and if...
121-1104 - Effect of Merger or Consolidation. - (a) all the property, real and personal, tangible and intangible,...
121-1105 - Payment for Interest of Dissenting Limited Partners. - (b) If a former limited partner and the surviving or...
121-1106 - Mergers and Consolidations Involving Other Business Entities. - § 121-1106. Mergers and consolidations involving other business entities. One...
121-1201 - Existing Limited Partnership. - (b) Except as provided in section 121-1202 of this article,...
121-1202 - Adoption by Previously Formed Limited Partnerships. - (b) On and after the effective date of this article,...
121-1300 - Fees. - (a) For the reservation of a limited partnership name pursuant...