§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.
§54-500-1202A. Relation to electronic signatures in Global and National Commerce Act.
RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. The Uniform Limited Partnership Act of 2010 modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C., Section 7001 et seq., but the Uniform Limited Partnership Act of 2010 does not modify, limit, or supersede Section 101(c) of the […]
§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 […]
§54-500-1101A. Definitions.
DEFINITIONS. In this article: (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 89 through 92 of this act; (4) “Converting limited partnership” means […]
§54-500-811A. Appeal from denial of reinstatement.
APPEAL FROM DENIAL OF REINSTATEMENT. (a) Within thirty (30) days after denial of its application for reinstatement, the limited partnership may appeal from the denial of reinstatement by petitioning the district court to restore its good standing. The petition must be served on the Secretary of State and contain a copy of the limited partnership’s […]