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Article 1. General Provisions
§47B-1-1. Definitions - In this chapter: (1) "Business" includes every trade, occupation and...
§47B-1-2. Knowledge and Notice - (a) A person knows a fact if the person has...
§47B-1-3. Effect of Partnership Agreement; Nonwaivable Provisions - (a) Except as otherwise provided in subsection (b) of this...
§47B-1-4. Supplemental Principles of Law - (a) Unless displaced by particular provisions of this chapter, the...
§47B-1-5. Execution, Filing and Recording of Statements - (a) A statement may be filed in the office of...
§47B-1-6. Law Governing Internal Relations - Except as provided otherwise in section four, article ten of...
§47B-1-7. Partnership Subject to Amendment or Repeal of Chapter - A partnership governed by this chapter is subject to any...
Article 2. Nature of Partnership
§47B-2-1. Partnership as Entity - A partnership is an entity distinct from its partners.
§47B-2-2. Formation of Partnership - (a) Except as otherwise provided in subsection (b) of this...
§47B-2-3. Partnership Property - Property acquired by a partnership is property of the partnership...
§47B-2-4. When Property Is Partnership Property - (a) Property is partnership property if acquired in the name...
Article 3. Relations of Partners to Persons Dealing With Partnership
§47B-3-1. Partner Agent of Partnership - Subject to the effect of a statement of partnership authority...
§47B-3-2. Transfer of Partnership Property - (a) Partnership property may be transferred as follows: (1) Subject...
§47B-3-3. Statement of Partnership Authority - (a) A partnership may file a statement of partnership authority,...
§47B-3-4. Statement of Denial - A partner or other person named as a partner in...
§47B-3-5. Partnership Liable for Partner's Actionable Conduct - (a) A partnership is liable for loss or injury caused...
§47B-3-6. Partner's Liability - (a)Except as otherwise provided in subsections (b) and (c) of...
§47B-3-7. Actions by and Against Partnership and Partners - (a)A partnership may sue and be sued in the name...
§47B-3-8. Liability of Purported Partner - (a) If a person, by words or conduct, purports to...
Article 4. Relations of Partners to Each Other and to Partnership
§47B-4-1. Partner's Rights and Duties - (a) Each partner is deemed to have an account that...
§47B-4-2. Distributions in Kind - A partner has no right to receive, and may not...
§47B-4-3. Partner's Rights and Duties With Respect to Information - (a) A partnership shall keep its books and records, if...
§47B-4-4. General Standards of Partner's Conduct - (a) The only fiduciary duties a partner owes to the...
§47B-4-5. Actions by Partnership and Partners - (a) A partnership may maintain an action against a partner...
§47B-4-6. Continuation of Partnership Beyond Definite Term or Particular Undertaking - (a) If a partnership for a definite term or particular...
Article 5. Transferees and Creditors of Partner
§47B-5-1. Partner Not Coowner of Partnership Property - A partner is not a coowner of partnership property and...
§47B-5-2. Partner's Transferable Interest in Partnership - The only transferable interest of a partner in the partnership...
§47B-5-3. Transfer of Partner's Transferable Interest - (a) A transfer, in whole or in part, of a...
§47B-5-4. Partner's Transferable Interest Subject to Charging Order - (a) On application by a judgment creditor of a partner...
Article 6. Partner's Dissociation
§47B-6-1. Events Causing Partner's Dissociation - A partner is dissociated from a partnership upon the occurrence...
§47B-6-2. Partner's Power to Dissociate; Wrongful Dissociation - (a) A partner has the power to dissociate at any...
§47B-6-3. Effect of Partner's Dissociation - (a) If a partner's dissociation results in a dissolution and...
Article 7. Partner's Dissociation When Business Not Wound Up
§47B-7-1. Purchase of Dissociated Partner's Interest - (a) If a partner is dissociated from a partnership without...
§47B-7-2. Dissociated Partner's Power to Bind and Liability to Partnership - (a) For two years after a partner dissociates without resulting...
§47B-7-3. Dissociated Partner's Liability to Other Persons - (a) A partner's dissociation does not of itself discharge the...
§47B-7-4. Statement of Dissociation - (a) A dissociated partner or the partnership may file a...
§47B-7-5. Continued Use of Partnership Name - Continued use of a partnership name, or a dissociated partner's...
Article 8. Winding Up Partnership Business
§47B-8-1. Events Causing Dissolution and Winding Up of Partnership Business - A partnership is dissolved, and its business must be wound...
§47B-8-2. Partnership Continued After Dissolution - (a) Subject to subsection (b) of this section, a partnership...
§47B-8-3. Right to Wind Up Partnership Business - (a) After dissolution, a partner who has not wrongfully dissociated...
§47B-8-4. Partner's Power to Bind Partnership After Dissolution - Subject to section five, article eight of this chapter, a...
§47B-8-5. Statement of Dissolution - (a) After dissolution, a partner who has not wrongfully dissociated...
§47B-8-6. Partner's Liability to Other Partners After Dissolution - (a) Except as otherwise provided in subsection (b) of this...
§47B-8-7. Settlement of Accounts and Contributions Among Partners - (a) In winding up a partnership's business, the assets of...
Article 9. Conversions and Mergers
§47B-9-1. Definitions - In this article: (1) "General partner" means a partner in...
§47B-9-2. Conversion of Partnership to Limited Partnership - (a) A partnership may be converted to a limited partnership...
§47B-9-3. Conversion of Limited Partnership to Partnership - (a) A limited partnership may be converted to a partnership...
§47B-9-4. Effect of Conversion; Entity Unchanged - (a) A partnership or limited partnership that has been converted...
§47B-9-5. Merger of Partnerships - (a) Pursuant to a plan of merger approved as provided...
§47B-9-6. Effect of Merger - (a) When a merger takes effect: (1) The separate existence...
§47B-9-7. Statement of Merger - (a) After a merger, the surviving partnership or limited partnership...
§47B-9-8. Nonexclusive - This article is not exclusive. Partnerships or limited partnerships may...
Article 10. Limited Liability Partnerships
§47B-10-1. Registered Limited Liability Partnerships - (a) To become a registered limited liability partnership, a partnership...
§47B-10-2. Effect of Registration; Entity Unchanged - (a) A partnership that has registered pursuant to this article...
§47B-10-3. Name of Registered Limited Liability Partnership - The name of a registered limited liability partnership shall contain...
§47B-10-4. Applicability of Article to Foreign and Interstate Commerce - (a) A registered limited liability partnership formed under this article...
§47B-10-5. Insurance or Financial Responsibility of Registered Limited Liability Partnerships - (a) A registered limited liability partnership, and any foreign limited...
Article 11. Miscellaneous Provisions
§47B-11-1. Uniformity of Application and Construction - This chapter shall be applied and construed to effectuate its...
§47B-11-2. Short Title - This chapter may be cited as the "Uniform Partnership Act".
§47B-11-3. Severability Clause - If any provision of this chapter or its application to...
§47B-11-4. Applicability - (a) Before July 1, 1995, this chapter governs only a...
§47B-11-5. Savings Clause - This chapter does not affect an action or proceeding commenced...