§ 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 […]
§ 61-3-405. Actions by and Against Partnership and Partners
To the extent not inconsistent with § 61-3-404, a general partner may be joined in an action against the limited partnership or named in a separate action. A judgment against a limited partnership is not, by itself, a judgment against a general partner. A judgment against a partnership must not be satisfied from a general […]
§ 61-3-406. Management Rights of General Partner
Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner or, if there is more than one (1) general partner, by a […]
§ 61-3-407. Rights to Information of General Partner and Person Dissociated as General Partner
A general partner may inspect and copy required information during regular business hours in the limited partnership’s principal office, without having any particular purpose for seeking the information. On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by […]
§ 61-3-209. Duty of Secretary of State to File — Review of Refusal to File — Delivery of Record by Secretary of State
The secretary of state shall file a record delivered to the secretary of state for filing that satisfies this chapter. The duty of the secretary of state under this section is ministerial. When the secretary of state files a record, the secretary of state must record it as filed on the date and at the […]
§ 61-3-210. Certificate of Existence or Registration
On request of any person, the secretary of state must issue a certificate of existence for a limited partnership or a certificate of registration for a registered foreign limited partnership. A certificate under subsection (a) must state: The limited partnership’s name or the registered foreign limited partnership’s name used in this state; In the case […]
§ 61-3-211. Annual Report for Secretary of State
A limited partnership or registered foreign limited partnership shall deliver to the secretary of state for filing an annual report that states: The name of the limited partnership or foreign limited partnership; The name of its registered agent in this state; The street address and zip code of its registered office and the name of […]
§ 61-3-301. Becoming Limited Partner
Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners. After formation, a person becomes a limited partner: As provided in the partnership agreement; As the result of a transaction effective under part 11 of this chapter; With the affirmative vote […]
§ 61-3-302. No Agency Power of Limited Partner as Limited Partner
A limited partner is not an agent of a limited partnership solely by reason of being a limited partner. A person’s status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person’s conduct.
§ 61-3-303. No Liability as Limited Partner for Limited Partnership Obligations
A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely by reason of being or acting […]