[CHAPTER 425E]
UNIFORM LIMITED PARTNERSHIP ACT
ARTICLE 1. GENERAL PROVISIONS
Section
425E-101 Short title
425E-102 Definitions
425E-103 Knowledge and notice
425E-104 Nature, purpose, and duration of entity
425E-105 Powers
425E-106 Governing law
425E-107 Supplemental principles of law; rate of interest
425E-108 Name
425E-108.5 Administrative order of abatement for infringement
of limited partnership name
425E-109 Reserved name
425E-110 Effect of partnership agreement; nonwaivable
provisions
425E-111 Required information
425E-112 Business transactions between a partner and the
partnership
425E-113 Dual capacity
425E-114 Registered office and registered agent
425E-115 Designation or change of registered office or
registered agent
425E-116 Resignation of registered agent
425E-117 Service on the partnership
425E-118 Consent and proxies of partners
ARTICLE 2. FORMATION; CERTIFICATE OF LIMITED
PARTNERSHIP; OTHER FILINGS; FEES
425E-201 Certificate of limited partnership
425E-202 Amendment or restatement of certificate
425E-203 Statement of termination
425E-204 Execution of records
425E-205 Signing and filing pursuant to judicial order
425E-206 Filing in the office of the director; effective time
and date
425E-206.5 Filing requirements; filing duty of the director
425E-207 Correcting a filed document
425E-208 Liability for false information in a filed record
425E-209 Certificates and certified copies to be received in
evidence
425E-210 Annual statement
425E-211 Fees for filing documents and issuing certificates
ARTICLE 3. LIMITED PARTNERS
425E-301 Limited partner
425E-302 No right or power as limited partner to bind limited
partnership
425E-303 Liability as a limited partner
425E-304 Right of limited partner and former limited partner
to information
425E-305 Limited duties of limited partners
425E-306 Person erroneously believing self to be a limited
partner
ARTICLE 4. GENERAL PARTNERS
425E-401 General partner
425E-402 General partner is an agent of the limited
partnership
425E-403 Limited partnership liable for general partner's
actionable conduct
425E-404 General partner's liability
425E-405 Actions by and against partnership and partners
425E-406 Management rights of general partners
425E-407 Right of general partner and former general partner
to information
425E-408 General standards of a general partner's conduct
ARTICLE 5. CONTRIBUTIONS AND DISTRIBUTIONS
425E-501 Form of contribution
425E-502 Liability for contribution
425E-503 Sharing of distributions
425E-504 Interim distributions
425E-505 No distribution on account of dissociation
425E-506 Distribution in kind
425E-507 Right to distribution
425E-508 Limitations on distribution
425E-509 Liability for improper distributions
ARTICLE 6. DISSOCIATION
425E-601 Dissociation as a limited partner
425E-602 Effect of dissociation as a limited partner
425E-603 Dissociation as a general partner
425E-604 Person's power to dissociate as a general partner;
wrongful dissociation
425E-605 Effect of dissociation as a general partner
425E-606 Power to bind, and liability to, limited partnership
before dissolution of partnership of a person
dissociated as general partner
425E-607 Liability to other persons of person dissociated as
a general partner
ARTICLE 7. TRANSFERABLE INTERESTS AND
RIGHTS OF TRANSFEREES AND CREDITORS
425E-701 Partner's transferable interest
425E-702 Transfer of partner's transferable interest
425E-703 Rights of creditors of partners or transferees
425E-704 Power of estate of deceased partner
ARTICLE 8. DISSOLUTION
425E-801 Nonjudicial dissolution
425E-802 Judicial dissolution
425E-803 Winding up
425E-804 Power of general partner and person dissociated as
general partner to bind partnership after
dissolution
425E-805 Liability after dissolution of general partner and
person dissociated as general partner to limited
partnership, other general partners, and persons
dissociated as general partners
425E-806 Known claims against dissolved limited partnership
425E-807 Other claims against dissolved limited partnership
425E-808 Liability of general partner and person dissociated
as general partner when claim against limited
partnership barred
425E-809 Administrative cancellation
425E-810 Reinstatement following administrative cancellation
425E-811 Appeal from denial of reinstatement
425E-812 Disposition of assets; when contributions required
ARTICLE 9. FOREIGN LIMITED PARTNERSHIPS
425E-901 Governing law
425E-902 Application for certificate of authority
425E-903 Activities not constituting transacting business
425E-904 Issuance of certificate of authority
425E-905 Name
425E-906 Cancellation of certificate of authority
425E-907 Certificate of withdrawal; effect of failure to have
certificate
425E-908 Changes and amendments
ARTICLE 10. ACTIONS BY PARTNERS
425E-1001 Direct action by a partner
425E-1002 Derivative action
425E-1003 Proper plaintiff
425E-1004 Pleading
425E-1005 Proceeds and expenses
ARTICLE 11. CONVERSION AND MERGER
425E-1101 Definitions
425E-1102 Conversion into or from limited partnerships
425E-1103 Articles of conversion
425E-1104 Effective date of the conversion
425E-1105 Effect of conversion
425E-1106 Merger
425E-1107 Articles of merger
425E-1108 Effective date of the merger
425E-1109 Effect of merger
425E-1110 Restrictions on approval of conversions and mergers
and on relinquishing limited liability limited
partnership status
425E-1111 Liability of general partners after conversion or
merger
425E-1112 Power of general partners and persons dissociated as
general partners to bind organization after
conversion or merger
425E-1113 Article not exclusive
425E-1114 Foreign mergers
ARTICLE 12. MISCELLANEOUS PROVISIONS
425E-1201 Uniformity of application and construction
425E-1202 Severability clause
425E-1203 Relation to Electronic Signatures in Global and
National Commerce Act
425E-1204 Application to existing relationships
425E-1205 Savings clause
425E-1206 Personal liability and penalty
Cross References
Limited liability partnerships, see §§425-151 to 173.
Uniform limited liability company act, see chapter 428.