§54-500-1110A. Restrictions on approval of conversions and mergers and on relinquishing LLP Status.
RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS 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 merger are ineffective without the consent of the partner, unless: (1) […]
§54-500-1111A. Liability of general partner after conversion or merger.
LIABILITY OF GENERAL PARTNER AFTER CONVERSION OR MERGER. (a) A conversion or merger under this article does not discharge any liability under Sections 38 and 58 of this act 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 […]
§54-500-1112A. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
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 merger becomes […]
§54-500-1113A. Article not exclusive.
ARTICLE NOT EXCLUSIVE. This article does not preclude an entity from being converted or merged under other law. Added by Laws 2010, c. 384, § 100, eff. Jan. 1, 2011.
§54-500-1201A. Uniformity of application and construction.
UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing the Uniform Limited Partnership Act of 2010, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. Added by Laws 2010, c. 384, § 101, eff. Jan. 1, 2011.
§54-500-808A. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED. If a claim against a dissolved limited partnership is barred under Section 68 or 69 of this act, any corresponding claim under Section 38 of this act is also barred. Added by Laws 2010, c. 384, § 70, eff. […]
§54-500-1004A. Pleading.
PLEADING. In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff’s demand and the general partners’ response to the demand; or (2) why demand should be excused as futile. Added by Laws 2010, c. 384, § 86, eff. Jan. 1, 2011.
§54-500-809A. Cessation of good standing.
CESSATION OF GOOD STANDING. (a) A limited partnership ceases to be in good standing if it does not, within sixty (60) days after the due date: (1) pay any fee, tax, or penalty due to the Secretary of State under the Uniform Limited Partnership Act of 2010 or other law; or (2) deliver its annual […]
§54-500-1005A. Proceeds and expenses.
PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b) of this section: (1) 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; (2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit […]
§54-500-810A. Reinstatement after cessation of good standing.
REINSTATEMENT AFTER CESSATION OF GOOD STANDING. (a) A limited partnership that has ceased to be in good standing may apply to the Secretary of State for reinstatement after the date it ceased to be in good standing. The application must be delivered to the Secretary of State for filing and state: (1) the name of […]