US Lawyer Database

§ 395. Voting

The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.

§ 421. Form of contribution

The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

§ 372. Voting

Subject to section 373 of this chapter, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.

§ 373. Liability to third parties

(a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if […]

§ 374. Person erroneously believing himself a limited partner

(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of […]

§ 375. Information

Each limited partner has the right to: (1) inspect and copy any of the partnership records required to be maintained by section 326 of this chapter; and (2) obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of […]

§ 391. Admission of additional general partners

After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.

§ 346. Filing in Office of Lieutenant Governor

(a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the Office of the Lieutenant Governor. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority […]

§ 347. Liability for false statement in certificate

If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who […]

§ 348. Scope of notice

The fact that a certificate of limited partnership is on file in the Office of the Lieutenant Governor is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.