§47-9-1. Definitions
As used in this article, unless the context otherwise requires: (1) "Certificate of limited partnership" means the certificate referred to in section eight of this article and the certificate as amended;
§47-9-10. Cancellation of Certificate
A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the Secretary of State and set forth: (1) The name of the limited partnership;
§47-9-10a. Administrative Dissolution of a Limited Partnership; Reinstatement; Appeals
(a) The Secretary of State may commence a proceeding to administratively dissolve a limited partnership if the limited partnership does not: (1) Pay all applicable fees, franchise taxes, or penalties imposed by this chapter or other law within 60 days after the due date;
§47-9-11. Execution of Certificates
(a) Each certificate required by this article to be filed in the office of the Secretary of State shall be executed in the following manner: (1) An original certificate of limited partnership must be signed by all general partners;
§47-9-12. Judicial Amendment or Cancellation of Certificate
If a person required by section eleven of this article to execute a certificate of amendment or cancellation fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the appropriate circuit court to direct the execution of the certificate. If the court finds that the […]
§47-9-13. Filing of Certificate
(a) One signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the Secretary of State. Delivery may be made by electronic transmission if permitted by the Secretary of State. A person who executes a certificate […]
§47-9-14. Liability for False Statement in Certificate
If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who […]
§47-9-15. Notice
The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
§47-9-16. Delivery of Certificates to Limited Partners
Upon the return by the Secretary of State pursuant to section thirteen of this article of a receipt for the record and the fees the general partners shall promptly deliver or mail a copy of the receipt for the record and the fees to each limited partner unless the partnership agreement provides otherwise.
§47-9-17. Admission of Limited Partners
(a) A person becomes a limited partner on the later of: (1) The date the original certificate of limited partnership is filed; or
§47-9-18. Voting by Limited Partners
Subject to section nineteen of this article, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.
§47-9-19. Liability to Third Parties
(a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business: Provided, […]
§47-9-2. Name of Limited Partnership
The name of each limited partnership as set forth in its certificate of limited partnership: (1) Shall contain the words "limited partnership," or the abbreviation "Ltd. Partnership," "LP" or "L.P.";
§47-9-20. Person Erroneously Believing Himself Limited Partner
(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of […]
§47-9-21. Right of Limited Partner to Information
Each limited partner has the right to: (1) Inspect and copy any of the partnership records required to be maintained by section five of this article;
§47-9-22. Admission of Additional General Partners
After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admissions of additional general partners, with the written consent of all partners.
§47-9-23. Events of Withdrawal of General Partner
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) The general partner withdraws from the limited partnership as provided in section thirty-two of this article;
§47-9-24. General Powers and Liabilities of General Partner
(a) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided in this article, a general partner of a limited partnership has the […]
§47-9-25. Contributions by General Partner
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of and in distributions from the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is […]
§47-9-26. Voting by General Partners
The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners on any matter.