§ 61-1-807. Settlement of Accounts Among Partners
In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to […]
§ 61-1-901. Definitions
In this part: “General partner” means a partner in a partnership and a general partner in a limited partnership; “Limited partner” means a limited partner in a limited partnership; “Limited partnership” means a limited partnership created under the Revised Uniform Limited Partnership Act of this state, compiled in chapter 2 of this title, predecessor law, […]
§ 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.
§ 61-1-502. Partner’s Transferable Interest in Partnership
The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. This interest is personal property.
§ 61-1-503. Transfer of Partner’s Transferable Interest
A transfer, in whole or in part, of a partner’s transferable interest in the partnership: Is permissible; Does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, […]
§ 61-1-504. Partner’s Transferable Interest Subject to Charging Order
On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of […]
§ 61-1-601. Events Causing Partner’s Dissociation
A partner is dissociated from a partnership upon the occurrence of any of the following events: The partnership’s having notice of the partner’s express will to withdraw as a partner or on a later date specified by the partner; An event agreed to in the partnership agreement as causing the partner’s dissociation; The partner’s expulsion […]
§ 61-1-602. Partner’s Power to Dissociate — Wrongful Dissociation
A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to § 61-1-601(1). A partner’s dissociation is wrongful only if: It is in breach of an express provision of the partnership agreement; or In the case of a partnership for a definite term or particular undertaking, before the […]
§ 61-1-603. Effect of Partner’s Dissociation
If a partner’s dissociation results in a dissolution and winding up of the partnership business, part 8 of this chapter applies; otherwise, part 7 of this chapter applies. Upon a partner’s dissociation: The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 61-1-803; The […]