§ 61-1-803. Right to Wind Up Partnership Business
After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative, or transferee, a court of equity jurisdiction in the county where the partnership’s chief executive office is or was last located, for good cause shown, may order judicial supervision […]
§ 61-1-804. Partner’s Power to Bind Partnership After Dissolution
Subject to § 61-1-805, a partnership is bound by a partner’s act after dissolution that: Is appropriate for winding up the partnership business; or Would have bound the partnership under § 61-1-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.
§ 61-1-805. Statement of Dissolution
After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. A statement of dissolution cancels a filed statement of partnership authority for the purposes of § 61-1-303(c) and is a limitation on […]
§ 61-1-806. Partner’s Liability to Other Partners After Dissolution
Except as otherwise provided in subsection (b), after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under § 61-1-804. A partner who, with knowledge of the dissolution, incurs a partnership liability under § 61-1-804(2) by an act that is not appropriate for winding up the […]
§ 61-1-807. Settlement of Accounts Among Partners
In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to […]
§ 61-1-901. Definitions
In this part: “General partner” means a partner in a partnership and a general partner in a limited partnership; “Limited partner” means a limited partner in a limited partnership; “Limited partnership” means a limited partnership created under the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title, predecessor law, […]
§ 61-1-902. Conversion of Partnership to Limited Partnership
A partnership may be converted to a limited partnership pursuant to this section. The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement. After the conversion is approved by the […]
§ 61-1-705. Continued Use of Partnership Name
Continued use of a partnership name, or a dissociated partner’s name as a part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
§ 61-1-801. Events Causing Dissolution and Winding Up of Partnership Business
A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under § 61-1-601(2)-(10), of that partner’s express will to withdraw as a partner, or on […]
§ 61-1-802. Partnership Continues After Dissolution
Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including […]