§ 61-2-302. Liability for Obligations — Control of Business
Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership, unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner does […]
§ 61-2-303. Person Believed to Be Limited Partner
Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions […]
§ 61-2-304. Right to Information
Any person shall have the right to examine the current list of the names and addresses of all general and limited partners of any partnership formed under this chapter at the registered office of the partnership during reasonable business hours, and, upon payment of reasonable costs of duplication, to make a copy thereof. Each limited […]
§ 61-2-401. Additional Partners
After the filing of a limited partnership’s initial certificate of limited partnership, unless otherwise provided in the partnership agreement, additional general partners may be admitted only with the approval of all partners.
§ 61-2-202. Amendment Generally
A certificate of limited partnership is amended by filing a certificate of amendment thereto with the secretary of state. A certificate of amendment shall set forth: The name of the limited partnership; and The amendment to the certificate. A general partner who becomes aware that any statement in a certificate of limited partnership was false […]
§ 61-2-203. Cancellation Generally — Continuation of Limited Partnership After Cancellation of Certificate
A certificate of limited partnership shall be cancelled upon the dissolution and the completion of winding up of the limited partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed with the secretary of state and set forth: The name of the limited partnership; The date of […]
§ 61-2-204. Execution Generally
Each certificate required by this part to be filed with the secretary of state shall be executed in the following manner: An initial certificate of limited partnership must be signed by all general partners; A certificate of amendment must be signed by at least one (1) general partner and by each other general partner designated […]
§ 61-2-205. Execution, Amendment, or Cancellation by Court Order
If a person required by § 61-2-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition a court of record to direct the execution of the certificate. If the court finds that the execution of the certificate is proper and […]
§ 61-2-206. Filing — Recording — Fee
The original signed copy of the certificate of limited partnership and of any certificate of amendment or cancellation (or of any judicial decree of amendment or cancellation) and of any certificate of merger or consolidation and of any restated certificate shall be filed with the secretary of state in accordance with part 11 of this […]
§ 61-2-207. Liability for False Statement
If any certificate of limited partnership or certificate of amendment or cancellation contains a materially false statement, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from: Any general partner who executes the certificate and knew or should have known the statement to be false in any material […]