§ 100. Status of person erroneously believing himself a limited partner. A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership is not, by reason of his exercise of the rights of a limited partner, […]
§ 101. One person both general and limited partner. (1) A person may be a general partner and a limited partner in the same partnership at the same time. (2) A person who is a general, and also at the same time a limited partner, shall have all the rights and powers and be subject […]
§ 102. Loans and other business transactions with limited partner. (1) A limited partner also may loan money to and transact other business with the partnership, and, unless he is also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited […]
§ 103. Relation of limited partners inter se. Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. […]
§ 104. Compensation of limited partner. A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate; provided, that after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are […]
§ 105. Withdrawal or reduction of limited partner’s contribution. (1) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until (a) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or […]
§ 106. Liability of limited partner to partnership. (1) A limited partner is liable to the partnership (a) For the difference between his contribution as actually made and that stated in the certificate as having been made, and (b) For any unpaid contributions which he agreed in the certificate to make in the future at […]
§ 107. Nature of interest in partnership. A limited partner’s interest in the partnership is personal property.
§ 108. Assignment of interest. (1) A limited partner’s interest is assignable. (2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership. (3) An assignee, who does not become a substituted limited partner, has no right to […]
§ 109. Effect of retirement, death or insanity of a general partner. The retirement, death or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners (a) Under a right so to do stated in the certificate, or, (b) With the consent of all members.
§ 110. Death of limited partner. (1) On the death of a limited partner his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate, and such power as the deceased had to constitute his assignee a substituted limited partner. (2) The estate of a deceased […]
§ 111. Rights of creditors of limited partner. (1) On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt; and may appoint a receiver, and make all […]
§ 112. Distribution of assets. (1) In settling accounts after dissolution the liabilities of the partnership shall be entitled to payment in the following order: (a) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions, and to general partners. (b) Those to […]
§ 113. Certificate cancelled or amended. (1) The certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such. (2) A certificate shall be amended when (a) There is a change in the name of the partnership or in the amount or character of the contribution of any limited […]
§ 114. Requirements for amendment or cancellation. (1) The writing to amend a certificate shall (a) Conform to the requirements of subdivision one-a of section ninety-one of this article, as far as necessary to set forth clearly the change in the certificate which it is desired to make, and (b) Be signed and acknowledged or […]
§ 115. Parties to actions. A contributor, unless he is 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 one hundred fifteen-a of this […]
§ 115-a. Limited partners’ derivative action brought in the right of a limited partnership to procure a judgment in its favor. 1. An action may be brought in the right of a limited partnership to procure a judgment in its favor, by a limited partner, additional limited partner, or substituted limited partner. 2. In any […]
§ 115-b. Security for expenses in limited partners’ derivative action brought in the right of the limited partnership to procure a judgment in its favor. In any action specified in section one hundred fifteen-a of this article, unless the contributions of or allocable to plaintiff or plaintiffs to partnership property amount to five percent or […]
§ 115-c. Indemnification of general partner in actions in the right of a limited partnership to procure a judgment in its favor. 1. No provision made to indemnify general partners for the defense of any action brought pursuant to section one hundred fifteen-a of this article, whether contained in the articles of limited partnership, agreement […]
§ 116. Short title. This article shall be known and may be cited as the uniform limited partnership act.
