31 §1301. Short title
§1301. Short title This chapter may be known and cited as “the Uniform Limited Partnership Act of 2007.” [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 (NEW).
31 §1302. Definitions
§1302. Definitions As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2005, c. 543, Pt. C, §2 (NEW).] 1. Certificate of limited partnership. “Certificate of limited partnership” means the certificate required by section 1321. The term includes the certificate as amended or restated. [PL […]
31 §1303. Knowledge and notice
§1303. Knowledge and notice 1. Knowledge. A person knows a fact if the person has actual knowledge of it. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Notice. A person has notice of a fact if the person: A. Knows of it; [PL 2005, c. 543, Pt. C, §2 (NEW).] B. […]
31 §1304. Nature, purpose and duration of entity
§1304. Nature, purpose and duration of entity 1. Nature. A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Purpose. A limited […]
31 §1305. Powers
§1305. Powers A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement […]
31 §1306. Governing law
§1306. Governing law The law of this State governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY PL 2005, c. 543, §C2 […]
31 §1307. Supplemental principles of law; rate of interest
§1307. Supplemental principles of law; rate of interest 1. Principles of law and equity supplement. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. [PL 2005, c. 543, Pt. C, §2 (NEW).] 2. Default interest rate. If an obligation to pay interest arises under this chapter […]
31 §1308. Limited partnership name; assumed name
§1308. Limited partnership name; assumed name 1. Requirements for real name. This subsection governs the real name of a limited partnership. A. A limited partnership name: (1) May contain the name of any partner; (2) Must contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP,” unless the limited partnership is […]
31 §1309. Reserved name; registered name of foreign limited partnership
§1309. Reserved name; registered name of foreign limited partnership 1. Reserve use of name. A person may reserve the exclusive use of a limited partnership name, including an assumed or fictitious name, by executing and delivering for filing an application to the Secretary of State. A. The application to reserve a name must set […]
31 §1310. Effect of partnership agreement; nonwaivable provisions
§1310. Effect of partnership agreement; nonwaivable provisions 1. Agreement governs; default. Except as otherwise provided in subsection 2, the partnership agreement governs relations among the partners and between the partners and the partnership. It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability […]
31 §1311. Required information
§1311. Required information A limited partnership shall maintain at its principal office the following information: [PL 2007, c. 323, Pt. F, §2 (AMD); PL 2007, c. 323, Pt. G, §4 (AFF).] 1. List of partners. A current list showing the full name and last known street and mailing address of each partner, separately identifying […]
31 §1312. Business transactions of partner with partnership
§1312. Business transactions of partner with partnership A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. [PL 2005, c. 543, Pt. C, §2 (NEW).] SECTION HISTORY […]
31 §1313. Dual capacity
§1313. Dual capacity A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person […]
31 §1314-A. Registered agent of domestic or foreign limited partnership
§1314-A. Registered agent of domestic or foreign limited partnership Each limited partnership must have and shall continuously maintain a registered agent in this State as defined in Title 5, chapter 6-A. [PL 2007, c. 535, Pt. B, §10 (NEW).] SECTION HISTORY PL 2007, c. 535, Pt. B, §10 (NEW).
31 §1314. Registered office; registered agent (REPEALED)
§1314. Registered office; registered agent (REPEALED) SECTION HISTORY PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §3 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
31 §1315. Change of registered office or registered agent (REPEALED)
§1315. Change of registered office or registered agent (REPEALED) SECTION HISTORY PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §4 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
31 §1316. Resignation of registered agent (REPEALED)
§1316. Resignation of registered agent (REPEALED) SECTION HISTORY PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §5 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
31 §1317-A. Service of process on domestic or foreign limited partnership
§1317-A. Service of process on domestic or foreign limited partnership Service of process, notice or demand required or permitted by law on a domestic or foreign limited partnership authorized to transact business in this State is governed by Title 5, section 113. [PL 2007, c. 323, Pt. F, §7 (NEW); PL 2007, c. 323, […]
31 §1317. Service of process (REPEALED)
§1317. Service of process (REPEALED) SECTION HISTORY PL 2005, c. 543, §C2 (NEW). PL 2007, c. 323, Pt. F, §6 (RP). PL 2007, c. 323, Pt. G, §4 (AFF).
31 §1318. Consent and proxies of partners
§1318. Consent and proxies of partners Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact. [PL 2005, c. 543, […]