§ 61-3-704. Power of Legal Representative of Deceased Partner
If a partner dies, the deceased partner’s legal representative may exercise: The rights of a transferee provided in § 61-3-702(c); and For the purposes of settling the estate, the rights of a current limited partner under § 61-3-304.
§ 61-3-801. Events Causing Dissolution
A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: An event or circumstance that the partnership agreement states causes dissolution; The affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions […]
§ 61-3-802. Winding Up
A dissolved limited partnership shall wind up its activities and affairs and, except as otherwise provided in § 61-3-803, the partnership continues after dissolution only for the purpose of winding up. In winding up its activities and affairs: The limited partnership shall: Deliver to the secretary of state for filing a statement of dissolution; and […]
§ 61-3-803. Rescinding Dissolution
A limited partnership may rescind its dissolution, unless a statement of termination applicable to the partnership has become effective, the court of record has entered an order under § 61-3-801(a)(6) dissolving the partnership, or the secretary of state has dissolved the partnership under § 61-3-811. Rescinding dissolution under this section requires: The affirmative vote or […]
§ 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 […]
§ 61-3-501. Form of Contribution and Acceptance
A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership. Neither a purported contribution nor an offer of consideration to make a contribution must be treated as a contribution […]
§ 61-3-502. Liability for Contribution
A person’s obligation to make a contribution to a limited partnership is not excused by the person’s death, disability, termination, or other inability to perform personally. If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited partnership to contribute money […]
§ 61-3-503. Sharing of and Right to Distributions Before Dissolution
Any distribution made by a limited partnership before its dissolution and winding up must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner, except to the extent […]
§ 61-3-504. Limitations on Distributions
A limited partnership may not make a distribution, including a distribution under § 61-3-810, if after the distribution: The partnership would not be able to pay its debts as they become due in the ordinary course of the partnership’s activities and affairs; or The partnership’s total assets would be less than the sum of its […]
§ 61-3-505. Liability for Improper Distributions
If a general partner consents to a distribution made in violation of § 61-3-504 and in consenting to the distribution fails to comply with § 61-3-409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of […]