§ 61-1-1001. Application Process — Registered Limited Liability Partnership
To become a registered limited liability partnership, a partnership must file with the secretary of state an application stating the name of the partnership; the address of its principal office, and a mailing address such as a post office box if the United States postal service does not deliver to the principal office if the […]
§ 61-1-1002. Registered Office — Registered Agent
Each registered limited liability partnership, including foreign registered limited liability partnerships, must continuously maintain in this state: A registered office that may be the same as any of its places of business in this state; and A registered agent, who may be a partner or any other individual who resides in this state, a domestic […]
§ 61-1-1003. Name
A registered limited liability partnership or foreign registered limited liability partnership name must contain the words “registered limited liability partnership,” or the abbreviation “L.L.P.” or “LLP” or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided further, that in the case of a […]
§ 61-1-1004. Activities Outside the State — Foreign Registered Limited Liability Partnership
A partnership, including a registered limited liability partnership, formed and existing pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country. It is […]
§ 61-1-902. Conversion of Partnership to Limited Partnership
A partnership may be converted to a limited partnership pursuant to this section. The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement. After the conversion is approved by the […]
§ 61-1-705. Continued Use of Partnership Name
Continued use of a partnership name, or a dissociated partner’s name as a part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
§ 61-1-801. Events Causing Dissolution and Winding Up of Partnership Business
A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under § 61-1-601(2)-(10), of that partner’s express will to withdraw as a partner, or on […]
§ 61-1-802. Partnership Continues After Dissolution
Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including […]
§ 61-1-803. Right to Wind Up Partnership Business
After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative, or transferee, a court of equity jurisdiction in the county where the partnership’s chief executive office is or was last located, for good cause shown, may order judicial supervision […]
§ 61-1-804. Partner’s Power to Bind Partnership After Dissolution
Subject to § 61-1-805, a partnership is bound by a partner’s act after dissolution that: Is appropriate for winding up the partnership business; or Would have bound the partnership under § 61-1-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.