§ 7-13-1. Definitions. [Repealed effective January 1, 2023.] As used in this chapter, unless the context otherwise requires: (1) “Certificates of limited partnership” means the certificate referred to in § 7-13-8 and the certificate as amended or restated. (2) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to […]
§ 7-13-10. Cancellation of certificate. [Repealed effective January 1, 2023.] A certificate of limited partnership is cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners, or upon the conversion of a limited partnership to a limited-liability company. When all fees and […]
§ 7-13-11. Execution of certificates. [Repealed effective January 1, 2023.] (a) Each certificate required by this chapter to be filed in the office of the secretary of state shall be executed in the following manner: (1) An original certificate of limited partnership, a certificate of cancellation, and a certificate of conversion to a limited partnership […]
§ 7-13-12. Amendment or cancellation by judicial act. [Repealed effective January 1, 2023.] If a person required by § 7-13-11 to execute a certificate of amendment or cancellation fails or refuses to do so, any other partner, and any assignee of a partnership interest, who is adversely affected by the failure or refusal, may petition […]
§ 7-13-13. Filing in office of secretary of state — Certificate of conversion to a limited partnership. [Repealed effective January 1, 2023.] (a) The certificate of limited partnership and of any certificates of amendments or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the secretary of state. A person […]
§ 7-13-14. Liability for false statement in certificate. [Repealed effective January 1, 2023.] If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) Any person who executes the certificate, or causes another […]
§ 7-13-15. Notice. [Repealed effective January 1, 2023.] The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated in it as general partners are general partners, but it is not notice of any […]
§ 7-13-16. Delivery of certificates to limited partners. [Repealed effective January 1, 2023.] Upon the return by the secretary of state pursuant to § 7-13-13 of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each […]
§ 7-13-17. Admission of limited partners. [Repealed effective January 1, 2023.] (a) A person becomes a limited partner on the later of: (1) The date the original certificate of limited partnership is filed; or (2) The date stated in the records of the limited partnership as the date that person will become a limited partner. […]
§ 7-13-18. Voting — Rights of limited partners. [Repealed effective January 1, 2023.] Subject to the provisions of § 7-13-19, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) on any matter. History of Section.P.L. 1985, ch. 390, […]
§ 7-13-19. Liability to third parties. [Repealed effective January 1, 2023.] (a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless he or she is also a general partner or, in addition to the exercise of his or her rights and powers as a […]
§ 7-13-2. Name. [Repealed effective January 1, 2023.] (a) The name of each limited partnership as presented in its certificate of limited partnership: (1) Shall contain the words “limited partnership”, or the abbreviation “L.P.” or “LP”; (2) May not contain the name of a limited partner unless: (i) It is also the name of a […]
§ 7-13-20. Person erroneously believing him or herself a limited partner. [Repealed effective January 1, 2023.] (a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a […]
§ 7-13-21. Information. [Repealed effective January 1, 2023.] Each limited partner has the right to: (1) Inspect and copy any of the partnership records required to be maintained by § 7-13-5; and (2) Obtain from the general partners from time to time upon reasonable demand: (i) True and full information regarding the state of the […]
§ 7-13-22. Admission of additional general partners. [Repealed effective January 1, 2023.] After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement or, if the partnership agreement does not provide for the admission of additional general partners, with the written consent […]
§ 7-13-23. Events of withdrawal. [Repealed effective January 1, 2023.] Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership on the happening of any of the following events: (1) The general partner withdraws from the limited partnership as […]
§ 7-13-24. General rights, powers, and liabilities. [Repealed effective January 1, 2023.] (a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided […]
§ 7-13-25. Contributions by general partner. [Repealed effective January 1, 2023.] A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, […]
§ 7-13-26. Voting rights of general partners. [Repealed effective January 1, 2023.] The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter. History of Section.P.L. 1985, ch. […]
§ 7-13-27. Form of contribution. [Repealed effective January 1, 2023.] The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. History of Section.P.L. 1985, ch. 390, § 2. § 7-13-27. [Repealed effective January 1, 2023.] History […]
