§ 7-13.1-401. Becoming general partner. [Effective January 1, 2023.] (a) Upon formation of a limited partnership, a person becomes a general partner as agreed among the persons that are to be the initial partners. (b) After formation of a limited partnership, a person becomes a general partner: (1) As provided in the partnership agreement; (2) […]
§ 7-13.1-402. General partner agent of limited partnership. [Effective January 1, 2023.] (a) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the partnership’s name, for apparently carrying on in the ordinary course […]
§ 7-13.1-403. Limited partnership liable for general partner’s actionable conduct. [Effective January 1, 2023.] (a) A limited 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 general partner acting in the ordinary course […]
§ 7-13.1-404. General partner’s liability. [Effective January 1, 2023.] (a) Except as otherwise provided in subsections (b) and (c) of this section, all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law. (b) A person that […]
§ 7-13.1-405. Actions by and against partnership and partners. [Effective January 1, 2023.] (a) To the extent not inconsistent with § 7-13.1-404, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership is not by itself a judgment against […]
§ 7-13.1-406. Management rights of general partner. [Effective January 1, 2023.] (a) Each general partner has equal rights in the management and conduct of the limited partnership’s activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the partnership is decided exclusively by the general partner […]
§ 7-13.1-407. Rights to information of general partner and person dissociated as general partner. [Effective January 1, 2023.] (a) A general partner may inspect and copy required information during regular business hours in the limited partnership’s principal office, without having any particular purpose for seeking the information. (b) On reasonable notice, a general partner may […]
§ 7-13.1-408. Reimbursement — Indemnification — Advancement — Insurance. [Effective January 1, 2023.] (a) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner’s activities on behalf of the partnership, if the general partner complied with §§ 7-13.1-406, 7-13.1-409, and 7-13.1-504 in […]
§ 7-13.1-409. Standards of conduct for general partners. [Effective January 1, 2023.] (a) A general partner owes to the limited partnership and, subject to § 7-13.1-901, the other partners the duties of loyalty and care stated in subsections (b) and (c) of this section. (b) The fiduciary duty of loyalty of a general partner includes […]
