§ 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 […]
§ 61-3-406. Management Rights of General Partner
Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one (1) general partner, by a […]
§ 61-3-407. Rights to Information of General Partner and Person Dissociated as General Partner
A general partner may inspect and copy required information during regular business hours in the limited partnership’s principal office, without having any particular purpose for seeking the information. On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by […]
§ 61-3-408. Reimbursement — Indemnification — Advancement — Insurance
A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with §§ 61-3-406, 61-3-409, and 61-3-504 in making the payment. A limited partnership shall indemnify and hold harmless a person with […]
§ 61-3-305. Limited Duties of Limited Partners
A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing. Except as otherwise provided in subsection (a), a limited partner does not have any duty […]
§ 61-3-306. Person Erroneously Believing Self to Be Limited Partner
Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising […]
§ 61-3-401. Becoming General Partner
Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners. After formation of a limited partnership, a person becomes a general partner: As provided in the partnership agreement; As the result of a transaction effective under part 11 of this chapter; […]