§ 61-1-303. Statement of Partnership Authority
A partnership may file a statement of partnership authority, which: Must include: The name of the partnership; The street address of its chief executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the chief executive office) and of one (1) office in […]
§ 61-1-304. Statement of Denial
A partner or other person named as partner in a filed statement of partnership authority may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person’s authority or status as a partner. A statement of denial is a limitation on […]
§ 61-1-305. Partnership Liable for Partner’s Actionable Conduct
A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership. If, in the ordinary course of […]
§ 61-1-306. Partner’s Liability
Except as otherwise provided in subsections (b)-(g), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a […]
§ 61-1-106. Governing Law
Except as otherwise provided in subsections (b) and (c), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. Where the partners have provided that the partnership agreement is governed by the laws of a jurisdiction other than this […]
§ 61-1-107. Partnership Subject to Amendment or Repeal of Chapter
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
§ 61-1-101. Chapter Definitions
As used in this chapter: “Business” means every trade, occupation, and profession and any other activity, including the holding or ownership of property, entered into for profit; “Confirmation of good standing” means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at […]
§ 61-1-102. Knowledge and Notice
A person knows a fact if the person has actual knowledge of it. A person has notice of a fact if the person: Knows of it; Has received a notification of it; or Has reason to know it exists from all of the facts known to the person at the time in question. A person […]
§ 61-1-103. Effect of Partnership Agreement — Nonwaivable Provisions
Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. The partnership agreement may not: Vary the […]
§ 61-1-104. Supplemental Principles of Law
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is the applicable federal rate as determined from time to time by the United States treasury pursuant to 26 U.S.C. […]