§47-9-54. Foreign Limited Partnership — Transaction of Business Without Registration
(a) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. (b) The failure of a foreign limited partnership to register in the state does not impair the validity of any contract or act of […]
§47-9-55. Action by Attorney General to Restrain a Foreign Limited Partnership
The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
§47-9-56. Right of Action by Limited Partner
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
§47-9-57. Proper Plaintiff in Derivative Action
In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) at the time of the transaction of which he complains or (2) his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a […]
§47-9-49. Registration of Foreign Limited Partnership
(a) Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth: (1) The […]
§47-9-50. Issuance of Registration
If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he shall file it and deliver to the limited partnership or its representative a receipt for the record and the fees. This filing, or failure to file, shall in no way affect the formation […]
§47-9-35. Distribution in Kind
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a […]
§47-9-36. Right to Distribution
At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
§47-9-37. Limitations on Distribution
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
§47-9-38. Liability Upon Return of Contribution
(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this article, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's […]