10A-9A-7.04
Section 10A-9A-7.04 Power of personal representative of deceased partner. If a partner dies,
the deceased partner's personal representative or other legal representative may: (a) for
the period of time that the deceased partner's personal representative or other legal representative
holds the deceased partner's transferable interest: (1) exercise the rights of a holder of
transferable interests under this chapter; (2) exercise the rights of a transferee under Section
10A-9A-7.02; and (3) for purposes of settling the estate, exercise the rights of a current
limited partner under Section 10A-9A-3.04; and (b) for the period of time that the deceased
partner's personal representative or other legal representative does not hold the deceased
partner's transferable interest, for purposes of settling the estate, exercise the rights
of a person dissociated as a limited partner under Section 10A-9A-3.04. (Act 2016-379, §1.)...

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10A-8A-1.10
Section 10A-8A-1.10 Partnership agreement; Effect on third parties and relationship to writings
effective on behalf of partnership. (a) If a partnership agreement provides for the manner
in which it may be amended, including by requiring the approval of a person who is not a party
to the partnership agreement or the satisfaction of conditions, it may be amended only in
that manner or as otherwise permitted by law, except that the approval of any person may be
waived by that person and any conditions may be waived by all persons for whose benefit those
conditions were intended. (b) A partnership agreement may provide rights to any person, including
a person who is not a party to the partnership agreement, to the extent set forth in the partnership
agreement. (c) The obligations of a partnership and its partners to a person in the person's
capacity as a transferee or dissociated partner are governed by the partnership agreement.
A transferee and a dissociated partner are bound by the...
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10A-9A-1.10
Section 10A-9A-1.10 Partnership agreement; effect on third parties and relationship to writings
effective on behalf of limited partnership. (a) If a partnership agreement provides for the
manner in which it may be amended, including by requiring the approval of a person who is
not a party to the partnership agreement or the satisfaction of conditions, it may be amended
only in that manner or as otherwise permitted by law, except that the approval of any person
may be waived by that person and any conditions may be waived by all persons for whose benefit
those conditions were intended. (b) A partnership agreement may provide rights to any person,
including a person who is not a party to the partnership agreement, to the extent set forth
in the partnership agreement. (c) The obligations of a limited partnership and its partners
to a person in the person's capacity as a transferee or dissociated partner are governed by
the partnership agreement. A transferee and a dissociated partner are...
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10A-8A-4.02
Section 10A-8A-4.02 Admission of partner. (a) The initial partners of a partnership are admitted
as partners upon the formation of the partnership. (b) After formation, a person is admitted
as a partner of the partnership: (1) as provided in the partnership agreement; (2) as the
result of a transaction effective under Article 9 of this chapter or Article 8 of Chapter
1; (3) with the consent of all the partners; or (4) as provided in Section 10A-8A-8.01(6)
or 10A-8A-8.01(7). (c) Each person to be admitted as a partner to a partnership formed under
either Section 10A-8A-2.01(a)(1) or 10A-8A-2.01(a)(2) may be admitted as a partner without:
(1) acquiring a transferable interest; or (2) making or being obligated to make a contribution
to the partnership. (Act 2018-125, §7.)...
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10A-8A-8.03
Section 10A-8A-8.03 Right to wind up business or not for profit activity. (a) If a dissolved
partnership has a partner or partners that have not dissociated, that partner or those partners
shall wind up the business or not for profit activity of the partnership and shall have the
powers set forth in Section 10A-8A-8.04. A person whose dissociation as a partner resulted
in the dissolution of the partnership may participate in the winding up as if still a partner,
unless the dissociation was wrongful. (b) If a dissolved partnership does not have a partner
and no person has the right to participate in winding up under subsection (a), the personal
or legal representative of the last person to have been a partner may wind up the partnership's
business or not for profit activity. If the representative does not exercise that right, a
person to wind up the partnership's business or not for profit activity may be appointed by
the affirmative vote or consent of transferees owning a majority of...
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10A-9A-4.01
Section 10A-9A-4.01 Admission of general partner. (a) Upon formation of a limited partnership,
a person is admitted as a general partner as agreed among the persons that are to be the initial
partners. (b) After formation of a limited partnership, a person is admitted as a general
partner: (1) as provided in the partnership agreement; (2) as the result of a transaction
effective under Article 10 of this chapter or Article 8 of Chapter 1; (3) with the consent
of all the partners; or (4) as provided in Section 10A-9A-8.01(c) or (e). (c) A person may
be admitted as a general partner without: (1) acquiring a transferable interest; or (2) making
or being obligated to make a contribution to the partnership. (Act 2016-379, §1.)...
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10A-9A-4.07
Section 10A-9A-4.07 Right of general partner and former general partner to information. Notwithstanding
Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a general partner, without
having any particular purpose for seeking the information, may inspect and copy during regular
business hours at a reasonable location specified by the limited partnership, required information
and any other records maintained by the limited partnership regarding the limited partnership's
activities and affairs and financial condition. (b) Subject to subsection (f), each general
partner and the limited partnership shall furnish to a general partner: (1) without demand,
any information concerning the limited partnership's activities and affairs and activities
and affairs reasonably required for the proper exercise of the general partner's rights and
duties under the partnership agreement or this chapter; and (2) on demand, any other information
concerning the limited partnership's activities...
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10A-9A-3.01
Section 10A-9A-3.01 Admission of limited partner. (a) The initial limited partner or limited
partners of a limited partnership are admitted as a limited partner or limited partners upon
the formation of the limited partnership. (b) After formation, a person is admitted as a limited
partner of the limited partnership: (1) as provided in the partnership agreement; (2) as the
result of a transaction effective under Article 10 of this chapter or Article 8 of Chapter
1; (3) with the consent of all the partners; or (4) as provided in Section 10A-9A-8.01(d)
or (e). (c) A person may be admitted as a limited partner without: (1) acquiring a transferable
interest; or (2) making or being obligated to make a contribution to the limited partnership.
(Act 2016-379, §1.)...
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10A-5A-8.02
Section 10A-5A-8.02 Death or disqualification of member. (a) In the case of a limited liability
company performing professional services, upon the death of a member, upon a member becoming
a disqualified person, or upon a transferable interest being transferred by operation of law
or court decree to a disqualified person, the transferable interest of the deceased member
or of the disqualified person may be transferred to a qualified person and, if not so transferred,
subject to Section 10A-5A-4.06, shall be purchased by the limited liability company as provided
in this section. (b) If the price of the transferable interest is not fixed by the limited
liability company agreement, the limited liability company, within six months after the death
or 30 days after the disqualification or transfer, as the case may be, shall make a written
offer to pay to the holder of the transferable interest a specified price deemed by the limited
liability company to be the fair value of the transferable...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (a) "Certificate of
formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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