488.1001 Direct action by partner. 1. Subject to subsection 2, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests […]
488.1002 Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership, but a partner shall not commence such a proceeding until both of the following have occurred: 1. A written demand has been made upon the general partner or partners, requesting that they cause the limited partnership to […]
488.1003 Proper plaintiff. A derivative action may be maintained only by a person that is a partner at the time the action is commenced and where one of the following also applies: 1. The person was a partner when the conduct giving rise to the action occurred. 2. The person’s status as a partner devolved […]
488.1004 Pleading. In a derivative action, the petition must state with particularity the date and content of plaintiff’s demand and either the general partners’ response to the demand or how the limited partnership would be irreparably harmed by waiting for such a response for ninety days. 2004 Acts, ch 1021, §87, 118
488.1005 Proceeds and expenses. 1. Except as otherwise provided in subsection 2: a. Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff. b. If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to […]
488.101 Short title. This chapter may be cited as the “Uniform Limited Partnership Act”. 2004 Acts, ch 1021, §1, 118
488.102 Definitions. As used in this chapter, unless the context otherwise requires: 1. “Certificate of limited partnership” means the certificate required by section 488.201. The term includes the certificate as amended or restated. 2. “Contribution”, except in the phrase “right of contribution”, means any benefit provided by a person to a limited partnership in order […]
488.103 Knowledge and notice. 1. A person knows a fact if the person has actual knowledge of it. 2. A person has notice of a fact if any of the following apply: a. The person knows of it. b. The person has received a notification of it. c. The person has reason to know it […]
488.104 Nature, purpose, and duration of entity. 1. A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. 2. A limited partnership may be organized under this chapter for any lawful purpose. […]
488.105 Powers. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement […]
488.106 Governing law. The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. 2004 Acts, ch 1021, §6, 118 Referred to in §488.110
488.107 Supplemental principles of law — rate of interest. 1. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. 2. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be set according to the provisions of section […]
488.108 Name. 1. The name of a limited partnership may contain the name of any partner. 2. The name of a limited partnership that is not a limited liability limited partnership must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” and must not contain the phrase “limited liability limited partnership” or the […]
488.109 Reservation of name. 1. The exclusive right to the use of a name that complies with section 488.108 may be reserved by any of the following: a. A person intending to organize a limited partnership under this chapter and to adopt the name. b. A limited partnership or a foreign limited partnership authorized to […]
488.110 Effect of partnership agreement — nonwaivable provisions. 1. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. […]
488.1101 Definitions. For purposes of this article, unless the context otherwise requires: 1. “Constituent limited partnership” means a constituent organization that is a limited partnership. 2. “Constituent organization” means an organization that is party to a merger. 3. “Converted organization” means the organization into which a converting organization converts pursuant to sections 488.1102 through 488.1105. […]
488.1102 Conversion. 1. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and sections 488.1103 through 488.1105 and a plan of conversion, if all of the following apply: a. The other organization’s governing statute authorizes the conversion. b. […]
488.1103 Action on plan of conversion by converting limited partnership. 1. Subject to section 488.1110, a plan of conversion must be consented to by all the partners of a converting limited partnership. 2. Subject to section 488.1110 and any contractual rights, after a conversion is approved, and at any time before a filing is made […]
488.1104 Filings required for conversion — effective date. 1. After a plan of conversion is approved: a. A converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include all of the following: (1) A statement that the limited partnership has been converted into another organization. (2) The […]
488.1105 Effect of conversion. 1. An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. 2. When a conversion takes effect, all of the following apply: a. All property owned by the converting organization remains vested in the converted organization. b. All debts, […]
