Section 48-7A-1001 – Statement of qualification.
48-7A-1001. Statement of qualification. (a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations […]
Section 48-7A-1203 – Severability clause.
48-7A-1203. Severability clause. If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. Source: […]
Section 48-7A-1001.1 – Amendment of statement of qualification–Contents.
48-7A-1001.1. Amendment of statement of qualification–Contents. A statement of qualification of a limited liability partnership is amended by filing a statement of amendment in the Office of the Secretary of State. The statement of amendment shall set forth: (1)The name of the limited liability partnership; (2)The date of filing the statement of qualification of limited […]
Section 48-7A-803 – Right to wind up partnership business.
48-7A-803. Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up. (b) The legal representative […]
Section 48-7A-804 – Partner’s power to bind partnership after dissolution.
48-7A-804. Partner’s power to bind partnership after dissolution. Subject to §48-7A-805, a partnership is bound by a partner’s act after dissolution that: (1)Is appropriate for winding up the partnership business; or (2)Would have bound the partnership under §48-7A-301 before dissolution, if the other party to the transaction did not have notice of the dissolution. Source: […]
Section 48-7A-805 – Statement of dissolution.
48-7A-805. Statement of dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution in the Office of the Secretary of State stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a filed statement […]
Section 48-7A-806 – Partner’s liability to other partners after dissolution.
48-7A-806. Partner’s liability to other partners after dissolution. (a) Except as otherwise provided in subsection (b) and §48-7A-306, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under §48-7A-804. (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under subsection 48-7A-804(2) […]
Section 48-7A-807 – Settlement of accounts and contributions among partners.
48-7A-807. Settlement of accounts and contributions among partners. (a) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied […]
Section 48-7A-901 – Definitions.
48-7A-901. Definitions. In this article: (1)”General Partner” means a partner in a partnership and a general partner in a limited partnership. (2)”Limited Partner” means a limited partner in a limited partnership. (3)”Limited Partnership” means a limited partnership created under the chapter 48-7, the Uniform Limited Partnership Act, predecessor law, or comparable law of another jurisdiction. […]
Section 48-7A-902 – Conversion of partnership to limited partnership.
48-7A-902. Conversion of partnership to limited partnership. (a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the […]