Section 10A-9A-11.06 – Savings Clause.
Section 10A-9A-11.06 Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. (Act 2016-379, §1.)
Section 10A-9A-11.07 – Classification.
Section 10A-9A-11.07 Classification. For purposes of income taxation, other than under Chapter 14A of Title 40, a domestic or foreign limited partnership or limited liability limited partnership shall be treated as a partnership unless it is classified otherwise for federal income tax purposes, in which case it shall be classified in the same manner as […]
Section 10A-9A-9.03 – Standing.
Section 10A-9A-9.03 Standing. A partner may commence or maintain a derivative action in the right of the limited partnership only if the partner: (1) fairly and adequately represents the interests of the limited partnership in enforcing the right of the limited partnership; and (2) either: (A) was a partner of the limited partnership at the […]
Section 10A-9A-10.10 – Restrictions on Approval of Mergers, Conversions and on Relinquishing Lllp Status.
Section 10A-9A-10.10 Restrictions on approval of mergers, conversions and on relinquishing LLLP status. (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that partner’s consent to […]
Section 10A-9A-8.01 – Events of Dissolution.
Section 10A-9A-8.01 Events of dissolution. A limited partnership is dissolved and its activities and affairs shall be wound up upon the occurrence of the first of the following events: (a) An event or circumstance that the partnership agreement states causes dissolution. (b) Consent of all partners to dissolve. (c) When there is no remaining general […]
Section 10A-9A-9.04 – Demand.
Section 10A-9A-9.04 Demand. A partner may commence a derivative action in the right of the limited partnership, if: (a) the partner first makes a written demand upon general partners requesting that they cause the limited partnership to bring an action to enforce the right and the general partners do not bring the action within a […]
Section 10A-9A-10.11 – Liability of General Partner After Conversion or Merger.
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (1) the provisions of […]
Section 10A-9A-8.02 – Effect of Dissolution.
Section 10A-9A-8.02 Effect of dissolution. (a) A dissolved limited partnership continues its existence as a limited partnership but may not carry on any activities and affairs except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in […]
Section 10A-9A-9.05 – Pleading.
Section 10A-9A-9.05 Pleading. In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff’s demand and the general partner’s response by the limited partnership to the demand; or (b) why the demand should be excused as futile. (Act 2016-379, §1.)
Section 10A-9A-10.12 – Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger.
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or […]