§54-1-203. Partnership Property.

Partnership Property. Property acquired by a partnership is property of the partnership and not of the partners individually. Added by Laws 1997, c. 399, § 11, eff. Nov. 1, 1997.

§54-1-204. When Property is Partnership Property.

When Property is Partnership Property. (a) Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of […]

§54-1-301. Partner Agent of Partnership.

Partner Agent of Partnership. Subject to the effect of a statement of partnership authority under Section 15 of this act: (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in […]

§54-1-302. Transfer of Partnership Property.

Transfer of Partnership Property. (a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under Section 15 of this act, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (2) […]

§54-1-303. Statement of Partnership Authority.

Statement of Partnership Authority. (a) A partnership may file with the Secretary of State a statement of partnership authority, which: (1) must include: (i)the name of the partnership; (ii)the street address of its chief executive office and of one office in this state, if there is one; and (iii)the name and mailing address of an […]

§54-1-304. Statement of Denial.

Statement of Denial. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection (b) of Section 15 of this act may file with the Secretary of State a statement of denial stating the name of the partnership and […]

§54-1-305. Partnership Liable for Partner’s Actionable Conduct.

Partnership Liable for Partner’s Actionable Conduct. (a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the […]

§54-1-306. Partner’s liability.

Partner’s liability. (a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partnership is not personally liable for any […]

§54-1-307. Actions By and Against Partnership and Partners.

Actions By and Against Partnership and Partners. (a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with Section 18 of this act, any or all of the partners in the same action or in separate […]

§54-1-308. Liability of Purported Partner.

Liability of Purported Partner. (a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, […]

§54-1-309. Security for Payment of Claims.

Security for Payment of Claims. (a) A limited liability partnership, or a foreign limited liability partnership transacting business in this state, shall provide security for claims against it based upon acts, errors, or omissions arising out of the conduct of the business of the partnership in the manner provided in subsection (b), (c), (d) or […]

§54-1-401. Partner’s Rights and Duties.

Partner’s Rights and Duties. (a) Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and (2) charged […]

§54-1-402. Distributions in Kind.

Distributions in Kind. A partner has no right to receive, and may not be required to accept, a distribution in kind. Added by Laws 1997, c. 399, § 23, eff. Nov. 1, 1997.

§54-1-403. Partner’s Rights and Duties with Respect to Information.

Partner’s Rights and Duties with Respect to Information. (a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and […]

§54-1-404. General Standards of Partner’s Conduct.

General Standards of Partner’s Conduct. (a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section. (b) A partner’s duty of loyalty to the partnership and the other partners is limited […]

§54-1-405. Actions by Partnership and Partners.

Actions by Partnership and Partners. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, […]

§54-1-406. Continuation of Partnership beyond Definite Term or Particular Undertaking.

Continuation of Partnership beyond Definite Term or Particular Undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, […]

§54-1-501. Partner not Co-owner of Partnership Property.

Partner not Co-owner of Partnership Property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. Added by Laws 1997, c. 399, § 28, eff. Nov. 1, 1997.

§54-1-502. Partner’s Transferable Interest in Partnership.

Partner’s Transferable Interest in Partnership. The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest is personal property. Added by Laws 1997, c. 399, § 29, eff. Nov. 1, 1997.

§54-1-503. Transfer of Partner’s Transferable Interest.

Transfer of Partner’s Transferable Interest. (a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership: (1) is permissible; (2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and (3) does not, as against the other partners or the partnership, […]