§ 117. Rules of construction. (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article. (2) This article shall be so interpreted and construed as to effect its general purpose. (3) This article shall not be so construed as to impair the […]
§ 118. Rules for cases not covered. In any case not provided for in this article the rules of law and equity, including the law merchant, shall govern.
§ 119. Existing limited partnerships. (1) A limited partnership formed under any statute of this state prior to the adoption of this article may become a limited partnership under this article by complying with the provisions of section ninety-one, provided the certificate sets forth (a) The amount of the original contribution of each limited partner, […]
§ 90. Limited partnership defined. A limited partnership is a partnership formed by two or more persons under the provisions of section ninety-one, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.
§ 91. Formation. (1) Two or more persons desiring to form a limited partnership shall (a) Sign and acknowledge or swear to a certificate, which shall state. I. The name of the partnership. II. The character of the business. III. The location of the principal place of business. IV. The name and place of residence […]
§ 92. Business which may be carried on. A limited partnership may carry on any business which a partnership without limited partners may carry on.
§ 93. Character of limited partner’s contribution. The contributions of a limited partner may be cash or other property, but not services.
§ 94. Name not to contain surname of limited partner; exceptions. (1) The surname of a limited partner shall not appear in the partnership name, unless (a) It is also the surname of a general partner, or (b) Prior to the time when the limited partner became such the business had been carried on under […]
§ 95. Liability for false statements in certificate. If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false (a) At the time he signed the certificate, or (b) Subsequently, but within a sufficient time […]
§ 96. Limited partner not liable to creditors. A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business; and the exercise of the rights and powers granted by subdivision three […]
§ 97. Admission of additional limited partners. After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of section one hundred and fourteen.
§ 98. Rights, powers and liabilities of a general partner. (1) A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited […]
§ 99. Rights of a limited partner. (1) A limited partner shall have the same rights as a general partner to (a) Have the partnership books kept at the principal place of business of the partnership, and at all times to inspect and copy any of them. (b) Have on demand true and full information […]
