Section 48-7A-903 – Conversion of limited partnership to partnership.
48-7A-903. Conversion of limited partnership to partnership. (a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners. […]
Section 48-7A-904 – Effect of conversion; entity unchanged.
48-7A-904. Effect of conversion; entity unchanged. (a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1)All property owned by the converting partnership or limited partnership remains vested in the converted entity; (2)All […]
Section 48-7A-905 – Merger of partnerships.
48-7A-905. Merger of partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships or limited partnerships. (b) The plan of merger must set forth: (1)The name of each partnership or limited partnership that is a party to the merger; (2)The name […]
Section 48-7A-703 – Dissociated partner’s liability to other persons.
48-7A-703. Dissociated partner’s liability to other persons. (a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b). (b) A partner who dissociates without resulting in a […]
Section 48-7A-704 – Statement of dissociation.
48-7A-704. Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation in the Office of the Secretary of State stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner […]
Section 48-7A-705 – Continued use of partnership name.
48-7A-705. Continued use of partnership name. Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. Source: SL 2001, ch 249, §705.
Section 48-7A-801 – Events causing dissolution and winding up of partnership business.
48-7A-801. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1)In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under subsections 48-7A-601(2) to (10), […]
Section 48-7A-802 – Partnership continues after dissolution.
48-7A-802. Partnership continues after dissolution. (a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding up of its business […]
Section 48-7A-601 – Events causing partner’s dissociation.
48-7A-601. Events causing partner’s dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events: (1)The partnership’s having notice of the partner’s express will to withdraw as a partner or on a later date specified by the partner; (2)An event agreed to in the partnership agreement as causing the […]
Section 48-7A-602 – Partner’s power to dissociate; wrongful dissociation.
48-7A-602. Partner’s power to dissociate; wrongful dissociation. (a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subsection 48-7A-601(1). (b) A partner’s dissociation is wrongful only if: (1)It is in breach of an express provision of the partnership agreement; or (2)In the case of a partnership […]