§ 121-1001. Parties to actions. A limited partner, unless he is also a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner’s right against or liability to the partnership and except in cases provided for in section 121-1002 of this […]
§ 121-1002. Limited partners’ derivative action. (a) A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if all 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 […]
§ 121-1003. Security for expenses. In a derivative action, brought pursuant to section 121-1002 of this article, unless the contributions of or allocable to the plaintiff or plaintiffs amount to five percent or more of the contributions of all limited partners, in their status as limited partners, or such contributions of or allocable to such […]
§ 121-1004. Indemnification of general partner. (a) No provision made to indemnify general partners for the defense of a derivative action, brought pursuant to section 121-1002 of this article, whether contained in the partnership agreement or otherwise, nor any award of indemnification by a court, shall be valid unless consistent with this section. Nothing contained […]
§ 121-101. Definitions. As used in this article, unless the context otherwise requires: (a) “Certificate of limited partnership” means the certificate referred to in section 121-201 of this article, and the certificate as amended. (a-1) “Affidavit of publication” means the affidavit of the printer or publisher of a newspaper in which a publication pursuant to […]
§ 121-102. Partnership name. The name of each limited partnership as set forth in its certificate of limited partnership: (a) (1) shall contain without abbreviation the words “Limited Partnership” or the abbreviation “L.P.”; (2) (A) shall be such as to distinguish it from the name of (i) any limited partnership as defined in subdivision (h) […]
§ 121-103. Reservation of partnership name. (a) Subject to section 121-102 of this article, the exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a domestic limited partnership under this article; (2) Any domestic limited partnership or any foreign limited partnership authorized to do business in […]
§ 121-104. Statutory designation of secretary of state as agent for service of process. (a) The secretary of state shall be the agent for every domestic limited partnership which has filed with the secretary of state a certificate making such designation and every foreign limited partnership upon whom process may be served pursuant to this […]
§ 121-104-A. Resignation for receipt of process. (a) The party (or his/her legal representative) whose post office address has been supplied by a domestic limited partnership or foreign limited partnership as its address for process may resign. A certificate entitled “Certificate of Resignation for Receipt of Process under Section 121-104-A of the Revised Limited Partnership […]
§ 121-105. Registered agent. (a) In addition to the designation of the secretary of state, each limited partnership or authorized foreign limited partnership may designate a registered agent upon whom process against the limited partnership may be served. The agent must be (i) a natural person who is a resident of this state or has […]
§ 121-106. Records. (a) Each domestic limited partnership shall maintain the following records, which may, but need not, be maintained in this state: (1) a current list of the full name and last known mailing address of each partner set forth in alphabetical order together with the contribution and the share in profits and losses […]
§ 121-107. Nature of business. A limited partnership may carry on any business that a partnership without limited partners may carry on except as prohibited by law.
§ 121-108. Business transactions of partner with the partnership. Except as may be provided in the partnership agreement, a partner may lend money to, borrow money from, act as a guarantor or surety for, provide collateral for the obligations of, and transact other business with the limited partnership, and, subject to other applicable law, has […]
§ 121-109. Service of process on limited partnerships. (a) Service of process on the secretary of state as agent of a domestic or authorized foreign limited partnership shall be made in the manner provided by paragraph one or two of this subdivision. Either option of service authorized pursuant to this subdivision shall be available at […]
§ 121-109-a. Electronic service of process. The secretary of state shall advise any partnership subject to the laws of this article in prominent written form as follows: (a) electronic service of process authorized by the provisions of this chapter is an optional program at no additional cost to the user; (b) any partnership subject to […]
§ 121-110. The partnership agreement. (a) The partnership agreement shall be signed by all general partners, in person or by attorneys in fact, and may, but need not, be signed by the limited partners. (b) A limited partnership shall have a written partnership agreement. Except as provided in sections 121-702 and 121-705 of this article, […]
§ 121-1101. Merger and consolidation of limited partnerships. One or more limited partnerships formed under this article or which complies with subdivision (a) of section 121-1202 of this article may merge with, or consolidate into, a limited partnership formed under this article or which complies with subdivision (a) of such section or under the law […]
§ 121-1102. Procedure for merger or consolidation. (a) The general partners of each constituent limited partnership shall adopt an agreement of merger or consolidation, setting forth the partnership agreement of the surviving or consolidated limited partnership and the terms and conditions of the conversion of the interests of general and limited partners of the constituent […]
§ 121-1103. Certificate of merger or consolidation; contents. (a) After adoption of the plan of merger or consolidation by the partners of each constituent limited partnership, unless the merger or consolidation is abandoned in accordance with subdivision (a) of section 121-1102 of this article, a certificate of merger or consolidation, entitled “Certificate of merger (or […]
§ 121-1104. Effect of merger or consolidation. When such merger or consolidation has been effected: (a) all the property, real and personal, tangible and intangible, of each constituent limited partnership shall vest in the surviving or resulting limited partnership; (b) to the extent provided in the plan of merger or consolidation, the partners of each […]
