CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900. - 15912.07.]
Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26.
§§ 15900–15912.07 · 125 sections
ARTICLE 1. General Provisions §§ 15900–15901.17 · 17 sections
- § 15900 This chapter may be cited as the Uniform Limited Partnership Act of 2008.
- § 15901.02 In this chapter, the following terms have the following meanings: (a) “Acknowledged” means that an instrument is either of the following: (1) Formally…
- § 15901.03 (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a…
- § 15901.04 (a) A limited partnership is an entity distinct from its partners. (b) A limited partnership may be organized under this chapter for any lawful purpose. A…
- § 15901.05 A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in…
- § 15901.06 The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of…
- § 15901.07 (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest…
- § 15901.08 (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership shall contain the phrase “limited partnership”…
- § 15901.09 (a) The exclusive right to the use of a name that complies with Section 15901.08 may be reserved by: (1) a person intending to organize a limited partnership…
- § 15901.10 (a) Except as otherwise provided in subdivision (b), the partnership agreement governs relations among the partners and between the partners and the…
- § 15901.11 A limited partnership shall maintain at its principal office the following information: (a) A current list showing the full name and last known street and…
- § 15901.12 A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other…
- § 15901.13 A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and…
- § 15901.14 (a) A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and…
- § 15901.15 Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for…
- § 15901.16 (a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be served upon limited…
- § 15901.17 (a) A partner may, in a written partnership agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified…
ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings §§ 15902.01–15902.09 · 9 sections
- § 15902.01 (a) In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary of State…
- § 15902.02 (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to and on a form prescribed by the Secretary of State for…
- § 15902.03 A dissolved limited partnership that has completed winding up shall deliver to and on a form prescribed by the Secretary of State for filing a certificate of…
- § 15902.04 (a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner: (1) An initial certificate of…
- § 15902.05 (a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is…
- § 15902.06 (a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be completed on a form prescribed by and in a…
- § 15902.07 (a) A limited partnership or foreign limited partnership may deliver to and on a form prescribed by the Secretary of State for filing a certificate of…
- § 15902.08 (a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information, a person that…
- § 15902.09 (a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to Section 15902.03 may be revived by filing with, and…
ARTICLE 3. Limited Partners §§ 15903.01–15903.07 · 7 sections
- § 15903.01 A person becomes a limited partner: (a) as provided in the partnership agreement; (b) as the result of a conversion or merger under Article 11 (commencing with…
- § 15903.02 A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
- § 15903.03 (a) A limited partner is not liable for any obligation of a limited partnership unless named as a general partner in the certificate or, in addition to…
- § 15903.04 (a) On 10 days’ demand, made in a record received by the limited partnership, a limited partner may inspect and copy any information required to be maintained…
- § 15903.05 (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A…
- § 15903.06 (a) Except as otherwise provided in subdivision (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that…
- § 15903.07 (a) The partnership agreement may provide for the creation of classes of limited partners. The partnership agreement shall define the rights, powers, and…
ARTICLE 4. General Partners §§ 15904.01–15904.09 · 9 sections
- § 15904.01 A person becomes a general partner: (a) as provided in the partnership agreement: (b) under paragraph (2) of subdivision (c) of Section 15908.01 following the…
- § 15904.02 (a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a…
- § 15904.03 (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other…
- § 15904.04 (a) Except as otherwise provided in subdivision (b), all general partners are liable jointly and severally for all obligations of the limited partnership…
- § 15904.05 (a) To the extent not inconsistent with Section 15904.04, a general partner may be joined in an action against the limited partnership or named in a separate…
- § 15904.06 (a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities. Except as expressly provided in this chapter,…
- § 15904.07 (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the…
- § 15904.08 (a) The fiduciary duties that a general partner owes to the limited partnership and the other partners are the duties of loyalty and care under subdivisions…
- § 15904.09 (a) A partnership agreement may provide for the creation of classes of general partners. The partnership agreement shall define the rights, powers, and duties…
ARTICLE 5. Contributions and Distributions §§ 15905.01–15905.09 · 10 sections
- § 15905.01 A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed,…
- § 15905.02 (a) A partner’s obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the…
- § 15905.03 A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited…
- § 15905.035 The profits and losses of a limited partnership shall be allocated among the partners in the manner provided in the partnership agreement. If the partnership…
- § 15905.04 A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to…
- § 15905.05 A person does not have a right to receive a distribution on account of dissociation.
- § 15905.06 A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to subdivision (b) of…
- § 15905.07 When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available…
- § 15905.08 (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after…
- § 15905.09 (a) A general partner that consents to a distribution made in violation of Section 15905.08 is personally liable to the limited partnership for the amount of…
ARTICLE 6. Dissociation §§ 15906.01–15906.07 · 7 sections
- § 15906.01 (a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is dissociated from a…
- § 15906.02 (a) Upon a person’s dissociation as a limited partner: (1) subject to Section 15907.04, the person does not have further rights as a limited partner; (2) the…
- § 15906.03 A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (a) the limited partnership’s…
- § 15906.04 (a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to subdivision (a) of Section…
- § 15906.05 (a) Upon a person’s dissociation as a general partner all of the following apply: (1) The person’s right to participate as a general partner in the management…
- § 15906.06 (a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 11 (commencing with Section…
- § 15906.07 (a) A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited…
ARTICLE 7. Transferable Interests and Rights of Transferees and Creditors §§ 15907.01–15907.04 · 4 sections
- § 15907.01 The only interest of a partner which is transferable is the partner’s transferable interest. A transferable interest is personal property.
- § 15907.02 (a) A transfer, in whole or in part, of a partner’s transferable interest: (1) is permissible; (2) does not by itself cause the partner’s dissociation or a…
- § 15907.03 (a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of…
- § 15907.04 If a partner dies, the deceased partner’s personal representative or other legal representative may exercise the rights of a transferee as provided in Section…
ARTICLE 8. Dissolution §§ 15908.01–15908.09 · 9 sections
- § 15908.01 Except as otherwise provided in Section 15908.02, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of…
- § 15908.02 (a) On application by a partner, a court of competent jurisdiction may order dissolution of a limited partnership if it is not reasonably practicable to carry…
- § 15908.03 (a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited…
- § 15908.04 (a) A limited partnership is bound by a general partner’s act after dissolution which: (1) is appropriate for winding up the limited partnership’s activities;…
- § 15908.05 (a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subdivision (a) of Section 15908.04 by…
- § 15908.06 (a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subdivision (b). (b) A dissolved limited…
- § 15908.07 (a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in…
- § 15908.08 If a claim against a dissolved limited partnership is barred under Section 15908.06 or 15908.07, any corresponding claim under Section 15904.04 is also barred.
- § 15908.09 (a) In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, must be…
ARTICLE 9. Foreign Limited Partnership §§ 15909.01–15909.08 · 8 sections
- § 15909.01 (a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign…
- § 15909.02 (a) A foreign limited partnership may apply for a certificate of registration to transact business in this state by delivering an application signed and…
- § 15909.03 (a) Activities of a foreign limited partnership that do not constitute transacting business in this state for registration purposes within the meaning of this…
- § 15909.04 Unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this chapter,…
- § 15909.05 (a) A foreign limited partnership whose name does not comply with Section 15901.08 may not obtain a certificate of registration until it adopts, for the…
- § 15909.06 If any statement in the application for registration of a foreign limited partnership was false when made or any statements made have become erroneous, the…
- § 15909.07 (a) In order to cancel its certificate of registration to transact business in this state, a foreign limited partnership must deliver to and on a form…
- § 15909.08 The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
ARTICLE 10. Actions by Partners §§ 15910.01–15910.06 · 6 sections
- § 15910.01 (a) Subject to subdivision (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with…
- § 15910.02 A partner may bring a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the general partners,…
- § 15910.03 (a) A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that was a partner when the conduct…
- § 15910.04 In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff’s demand and the general partners’ response to the…
- § 15910.05 (a) Except as otherwise provided in subdivision (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement,…
- § 15910.06 (a) In any derivative action, at any time within 30 days after service of summons upon the limited partnership or the general partner, the limited partnership…
ARTICLE 11. Conversion and Merger §§ 15911.01–15911.19 · 19 sections
- § 15911.01 For purposes of this article, the following definitions apply: (a) “Converted entity” means the other business entity or foreign other business entity or…
- § 15911.02 (a) A limited partnership may be converted into another business entity or a foreign other business entity or a foreign limited partnership pursuant to this…
- § 15911.03 (a) A limited partnership that desires to convert to an other business entity or a foreign other business entity or a foreign limited partnership shall approve…
- § 15911.04 (a) A conversion into an other business entity or a foreign other business entity or a foreign limited partnership shall become effective upon the earliest…
- § 15911.05 (a) The conversion of a limited partnership into a foreign limited partnership or foreign other business entity shall be required to comply with Section…
- § 15911.06 (a) Upon conversion of a limited partnership, one of the following applies: (1) If the limited partnership is converting into a domestic limited liability…
- § 15911.07 (a) Whenever a limited partnership or other business entity having any real property in this state converts into a limited partnership or an other business…
- § 15911.08 (a) An other business entity or a foreign other business entity or a foreign limited partnership may be converted to a domestic limited partnership pursuant to…
- § 15911.09 (a) An entity that converts into another entity pursuant to this article is, for all purposes, other than for the purposes of Part 10 (commencing with Section…
- § 15911.10 Mergers of limited partnerships shall be governed by Sections 15911.11 to 15911.19, inclusive.
- § 15911.11 The following entities may be merged pursuant to this article: (a) Two or more limited partnerships into one limited partnership. (b) One or more limited…
- § 15911.12 (a) Each limited partnership and other business entity that desires to merge shall approve an agreement of merger. The agreement of merger shall be approved by…
- § 15911.13 Subdivision (b) of Section 15911.12 shall not apply to any transaction if the commissioner has approved the terms and conditions of the transaction and the…
- § 15911.14 (a) If the surviving entity is a limited partnership or an other business entity, other than a corporation in a merger in which a domestic corporation is a…
- § 15911.15 (a) Unless a future effective date or time is provided in a certificate of merger or the agreement of merger, if an agreement of merger is required to be filed…
- § 15911.16 (a) Upon a merger of limited partnerships or limited partnerships and other business entities pursuant to this chapter, the separate existence of the…
- § 15911.17 (a) The merger of any number of domestic limited partnerships with any number of foreign limited partnerships or foreign other business entities shall be…
- § 15911.18 Whenever a domestic or foreign limited partnership or other business entity having any real property in this state merges with another limited partnership or…
- § 15911.19 Recording of the certificate of merger in accordance with Section 15911.18 shall create, in favor of bona fide purchasers or encumbrancers for value, a…
ARTICLE 11.5. Dissenting Limited Partners’ Rights §§ 15911.20–15911.33 · 14 sections
- § 15911.20 (a) For purposes of this article, “reorganization” refers to any of the following: (1) A conversion pursuant to Article 11 (commencing with Section 15911.01).…
- § 15911.21 (a) If the approval of outstanding limited partnership interests is required for a limited partnership to participate in a reorganization, pursuant to the…
- § 15911.22 (a) If limited partners have a right under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the…
- § 15911.23 Within 30 days after the date on which notice of the approval of the outstanding interests of the limited partnership is mailed to the limited partner pursuant…
- § 15911.24 (a) If the limited partnership and the dissenting limited partner agree that such limited partner’s interest is a dissenting interest and agree upon the price…
- § 15911.25 (a) If the limited partnership denies that a limited partnership interest is a dissenting interest, or the limited partnership and a dissenting limited partner…
- § 15911.26 (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding limited…
- § 15911.27 To the extent that the payment to dissenting limited partners of the fair market value of their dissenting interests would require the dissenting limited…
- § 15911.28 Any cash distributions made by a limited partnership to a dissenting limited partner after the date of consummation of the reorganization, but prior to any…
- § 15911.29 Except as expressly limited by this article, dissenting limited partners shall continue to have all the rights and privileges incident to their interests…
- § 15911.30 A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting limited partner and ceases to be entitled to…
- § 15911.31 If litigation is instituted to test the sufficient or regularity of the vote or consent of the limited partners in authorizing a reorganization, any…
- § 15911.32 (a) This article applies to the following: (1) A domestic limited partnership formed on or after January 1, 1991. (2) A foreign limited partnership if (A) the…
- § 15911.33 (a) No limited partner of a limited partnership who has a right under this article to demand payment of cash for the interest owned by such limited partner in…
ARTICLE 12. Miscellaneous Provisions §§ 15912.01–15912.07 · 6 sections
- § 15912.01 In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among…
- § 15912.02 If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or…
- § 15912.03 This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this…
- § 15912.04 This chapter shall become operative on January 1, 2008.
- § 15912.06 (a) Before January 1, 2010, this chapter governs only: (1) a limited partnership formed on or after January 1, 2008; and (2) except as otherwise provided in…
- § 15912.07 This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter becomes operative.