§ 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 […]
§ 61-3-401. 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; […]
§ 61-3-402. General Partner Agent of Limited Partnership
Each general partner is an agent of the limited partnership for the purposes of the limited partnership’s activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course of the partnership’s activities and affairs, or activities and affairs of […]
§ 61-3-403. Limited Partnership Liable for General Partner’s Actionable Conduct
A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of the limited partnership’s activities and affairs or with the actual or apparent authority of […]
§ 61-3-404. General Partner’s Liability
Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law. A person that becomes a general partner is not personally liable for a debt, obligation, or other […]
§ 61-3-405. Actions by and Against Partnership and Partners
To the extent not inconsistent with § 61-3-404, a general partner may be joined in an action against the limited partnership or named in a separate action. A judgment against a limited partnership is not, by itself, a judgment against a general partner. A judgment against a partnership must not be satisfied from a general […]
§ 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 […]