§ 61-3-604. Power to Dissociate as General Partner — Wrongful Dissociation
A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under § 61-3-603(1). A person’s dissociation as a general partner is wrongful only if the dissociation: Is in breach of an express provision of the partnership agreement; or Occurs […]
§ 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 […]
§ 61-3-305. Limited Duties of Limited Partners
A limited partner shall discharge any duties to the partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing. Except as otherwise provided in subsection (a), a limited partner does not have any duty […]
§ 61-3-306. Person Erroneously Believing Self to Be Limited Partner
Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not liable for the enterprise’s obligations by reason of making the investment, receiving distributions from the enterprise, or exercising […]
§ 61-3-401. Becoming General Partner
Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners. After formation of a limited partnership, a person becomes a general partner: As provided in the partnership agreement; As the result of a transaction effective under part 11 of this chapter; […]
§ 61-3-402. General Partner Agent of Limited Partnership
Each general partner is an agent of the limited partnership for the purposes of the limited partnership’s activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course of the partnership’s activities and affairs, or activities and affairs of […]
§ 61-3-403. Limited Partnership Liable for General Partner’s Actionable Conduct
A limited 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 general partner acting in the ordinary course of the limited partnership’s activities and affairs or with the actual or apparent authority of […]
§ 61-3-404. General Partner’s Liability
Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law. A person that becomes a general partner is not personally liable for a debt, obligation, or other […]