§ 61-2-704. Rights of Assignee — Liabilities
An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: The partnership agreement so provides; or All partners consent. An assignee who has become a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of […]
§ 61-2-705. Deceased or Incompetent Partners
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner’s executor, administrator, guardian, conservator or other legal representative may exercise all of the partner’s rights for the purpose of settling his estate or administering his property, including […]
§ 61-2-801. When Required — Exception
A limited partnership is dissolved and its affairs shall be wound up upon the first to occur of the following: At the time or upon the happening of events specified in the partnership agreement; Written consent of all partners; In the event of withdrawal of a general partner, unless at the time there is at […]
§ 61-2-802. Judicial Dissolution
On application by or for a partner, the court of record may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
§ 61-2-606. Right to Distribution
Subject to §§ 61-2-607 and 61-2-804, and unless otherwise provided in the partnership agreement, at the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. A partnership agreement may provide for […]
§ 61-2-501. Form
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.
§ 61-2-502. Obligation of Partner — Failure to Contribute
Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or […]
§ 61-2-503. Allocation of Profits and Losses
The profits and losses of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records […]
§ 61-2-504. Allocation of Distributions
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes or groups of partners, in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distribution shall be made on the basis of the agreed value (as stated in the records […]
§ 61-2-601. Interim Distributions
Except as provided in this part, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.