§ 61-3-110. Powers
A limited partnership has the capacity to sue and be sued in the name of the partnership and the power to do all things necessary or convenient to carry on the partnership’s activities and affairs.
§ 61-3-111. Supplemental Principles of Law
Unless displaced by this chapter, the principles of law and equity supplement this chapter.
§ 61-3-112. Permitted Names
The name of a limited partnership may contain the name of any partner, but must not contain the phrases “corporation,” “incorporated,” “limited liability company,” or abbreviations of like import. The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “LP” or “L.P.” […]
§ 61-3-113. Reservation of Name
A person may reserve the exclusive use of a name that complies with § 61-3-112 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the name is available, the […]
§ 61-3-114. Registration of Name
A foreign limited partnership not registered to do business in this state under part 10 of this chapter may register its name, or an alternate name adopted pursuant to § 61-3-1006, if the name is distinguishable on the records of the secretary of state from the names that are not available under § 61-3-112. To […]
§ 61-3-101. Definitions
As used in this chapter: “Active and in good standing as reflected in the records of the secretary of state” means a corporation, limited liability company, or partnership that is in existence, registered or authorized to transact business in this state as reflected in the records of the secretary of state; and in the case […]
§ 61-3-102. Knowledge — Notice
A person knows a fact if the person: Has actual knowledge of it; or Is deemed to know it under law other than this chapter. A person has notice of a fact if the person: Has reason to know the fact from all the facts known to the person at the time in question; or […]
§ 61-3-103. Governing Law
The law of this state governs: The internal affairs of a limited partnership; and The liability of a partner as partner for a debt, obligation, or other liability of a limited partnership.
§ 61-3-104. Partnership Agreement — Scope, Function, and Limitations
Except as otherwise provided in subsections (c) and (d), the partnership agreement governs: Relations among the partners as partners and between the partners and the limited partnership; The activities and affairs of the partnership and the conduct of those activities and affairs; and The means and conditions for amending the partnership agreement. To the extent […]
§ 61-3-105. Partnership Agreement — Effect on Limited Partnership and Person Becoming Partner — Preformation Agreement
A limited partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the agreement. A person that becomes a partner is deemed to assent to the partnership agreement. Two (2) or more persons intending to become the initial partners of a limited partnership may make […]