Sec. 32.11.490. Derivative action authorized.
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
Sec. 32.11.500. Proper plaintiff.
In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) must have been a partner at the time of the transaction of which the plaintiff complains; or (2) the plaintiff’s status as a partner must have devolved upon the plaintiff by operation of law or under […]
Sec. 32.11.510. Pleading.
In a derivative action, the complaint must set out with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Sec. 32.11.520. Recoveries.
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, and if the plaintiff is awarded attorney fees or costs, the court shall direct the plaintiff to remit to the limited partnership […]
Sec. 32.11.210. Liability for contribution or return of property or money.
(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform an enforceable promise to contribute cash or property or to […]
Sec. 32.11.370. Dissolution.
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) at the time or upon the happening of events specified in writing in the partnership agreement; (2) written consent of all partners; (3) an event of withdrawal of a general partner […]
Sec. 32.11.220. Sharing of profits and losses.
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not specify the allocation in writing, profits and losses shall be allocated on the basis of the value, as stated in […]
Sec. 32.11.380. Judicial dissolution.
On application by or for a partner, the superior court may decree dissolution of a limited partnership whenever it is impossible to carry on the business in conformity with the partnership agreement.
Sec. 32.11.230. Allocation of distributions.
Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not specify the allocation in writing, distributions shall be made on the basis of the value, as stated in […]
Sec. 32.11.390. Winding up.
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if there are no general partners, the limited partners, may wind up the limited partnership’s affairs; but the superior court may wind up the limited partnership’s affairs upon application of a partner, a partner’s legal representative, […]