§ 61-3-704. Power of Legal Representative of Deceased Partner
If a partner dies, the deceased partner’s legal representative may exercise: The rights of a transferee provided in § 61-3-702(c); and For the purposes of settling the estate, the rights of a current limited partner under § 61-3-304.
§ 61-3-801. Events Causing Dissolution
A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: An event or circumstance that the partnership agreement states causes dissolution; The affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions […]
§ 61-3-802. Winding Up
A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 61-3-803, the partnership continues after dissolution only for the purpose of winding up. In winding up its activities and affairs: The limited partnership shall: Deliver to the secretary of state for filing a statement of dissolution; and […]
§ 61-3-803. Rescinding Dissolution
A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the court of record has entered an order under § 61-3-801(a)(6) dissolving the partnership, or the secretary of state has dissolved the partnership under § 61-3-811. Rescinding dissolution under this section requires: The affirmative vote or […]
§ 61-3-601. Dissociation as Limited Partner
A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. A person is dissociated as a limited partner when: The limited partnership knows or has notice of the person’s express will to withdraw as a limited partner, but, if the person […]
§ 61-3-602. Effect of Dissociation as Limited Partner
If a person is dissociated as a limited partner: Subject to § 61-3-704, the person does not have further rights as a limited partner; The person’s contractual obligation of good faith and fair dealing as a limited partner under § 61-3-305(a) ends with regard to matters arising and events occurring after the person’s dissociation; and […]
§ 61-3-603. Dissociation as General Partner
A person is dissociated as a general partner when: The limited partnership knows or has notice of the person’s express will to withdraw as a general partner, but, if the person has specified a withdrawal date later than the date the partnership knew or had notice, on that later date; An event stated in the […]
§ 61-3-604. Power to Dissociate as General Partner — Wrongful Dissociation
A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under § 61-3-603(1). A person’s dissociation as a general partner is wrongful only if the dissociation: Is in breach of an express provision of the partnership agreement; or Occurs […]
§ 61-3-409. Standards of Conduct for General Partners
A general partner owes to the limited partnership and, subject to § 61-3-901, the other partners, only the duties of loyalty and care stated in subsections (b) and (c). The fiduciary duty of loyalty of a general partner includes the duties: To account to the limited partnership and hold as trustee for the limited partnership […]
§ 61-3-501. Form of Contribution and Acceptance
A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership. Neither a purported contribution nor an offer of consideration to make a contribution must be treated as a contribution […]