10A-8A-3.05
Section 10A-8A-3.05 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 or not for profit activity of the partnership or with authority of the
partnership. (b) If, in the ordinary course of business or not for profit activity of the
partnership's business or not for profit activity, or while acting with authority of the partnership,
a partner receives or causes the partnership to receive money or property of a person not
a partner, and the money or property is misapplied by a partner, the partnership is liable
for the loss. (Act 2018-125, §7.)...
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10A-8A-4.01
Section 10A-8A-4.01 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 with an amount equal to the money plus the
value of any other property, net of the amount of any liabilities, distributed by the partnership
to the partner and the partner's share of the partnership losses provided that a partner shall
not be charged with any share of partnership loss attributable to a debt, obligation, or liability
for which the partner is not personally liable under Section 10A-8A-3.06 unless the loss is
satisfied out of partnership assets. (b) Each partner is entitled to an equal share of the
partnership profits and, subject to the limitations in subsection (a)(2) of this section,
is chargeable with a share of the partnership losses...
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10A-9A-4.03
Section 10A-9A-4.03 Limited partnership liable for general partner's actionable conduct. (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 of activities and affairs of the limited partnership
or with authority of the limited partnership. (b) If, in the course of the limited partnership's
activities and affairs or while acting with authority of the limited partnership, a general
partner receives or causes the limited partnership to receive money or property of a person
not a partner, and the money or property is misapplied by a general partner, the limited partnership
is liable for the loss. (Act 2016-379, §1.)...
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10A-8A-3.01
Section 10A-8A-3.01 Partner agent of partnership. Subject to the effect of a statement of authority
under Section 10A-8A-3.03: (1) Each partner is an agent of the partnership for the purpose
of its business or not for profit activity. An act of a partner, including the execution of
an instrument in the partnership name, for apparently carrying on in the ordinary course the
partnership business or not for profit activity, or business or not for profit activity of
the kind carried on by the partnership, binds the partnership, unless the partner had no authority
to act for the partnership in the particular matter and the person with whom the partner was
dealing knew or had notice that the partner lacked authority. (2) An act of a partner which
is not apparently for carrying on in the ordinary course the partnership business or not for
profit activity, or business or not for profit activity of the kind carried on by the partnership,
binds the partnership only if the act was authorized by...
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10A-8A-4.10
Section 10A-8A-4.10 Right of partner and former partner to information. Notwithstanding Sections
10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (f), a partner, without having any particular
purpose for seeking the information, may inspect and copy during regular hours at a reasonable
location specified by the partnership, required information and any other records maintained
by the partnership regarding the partnership's business or not for profit activity and financial
condition. (b) Subject to subsection (f), each partner and the partnership shall furnish to
a partner: (1) without demand, any information concerning the partnership's business or not
for profit activity reasonably required for the proper exercise of the partner's rights and
duties under the partnership agreement or this chapter; and (2) on demand, any other information
concerning the partnership's business or not for profit activity, except to the extent the
demand or the information demanded is unreasonable or...
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10A-8A-4.09
Section 10A-8A-4.09 Limitations of distribution and liability for improper distributions. (a)
A limited liability partnership shall not make a distribution to a partner to the extent that
at the time of the distribution, after giving effect to the distribution, all liabilities
of the limited liability partnership, other than liabilities to partners on account of their
transferable interests and liabilities for which the recourse of creditors is limited to specific
property of the limited liability partnership, exceed the fair value of the assets of the
limited liability partnership, except that the fair value of the property that is subject
to a liability for which recourse of creditors is limited shall be included in the assets
of the limited liability partnership only to the extent that the fair value of the property
exceeds that liability. (b) A partner who consents to a distribution in violation of subsection
(a) or the partnership agreement, and who knew at the time of the...
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10A-1-8.01
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding
any provision in the governing documents of the converting corporation providing for less
than unanimous stockholder approval for the conversion. b. The terms and conditions of a plan
of conversion of a nonprofit corporation must be approved by all the nonprofit corporation's
members entitled to vote thereon, if it is a nonprofit corporation with members with voting
rights, or as otherwise provided in the nonprofit...
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10A-8A-4.06
Section 10A-8A-4.06 Interim distributions. Subject to Section 10A-8A-7.01, a partner has a
right to a distribution before the dissolution and winding up of a partnership as provided
in the partnership agreement. A decision to make a distribution before the dissolution and
winding up of the partnership is a decision in the ordinary course of the business or not
for profit activity of the partnership. (Act 2018-125, §7.)...
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10A-8A-8.03
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 the transferable interests at the time the consent is to be effective. (c) A court of competent
jurisdiction may order judicial supervision of the...
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10A-8A-5.02
Section 10A-8A-5.02 Transfer of partner's transferable interest. (a) A transfer, in whole or
in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself
cause the partner's dissociation; (3) does not by itself cause a dissolution and winding up
of the partnership; and (4) subject to Section 10A-8A-5.05, does not entitle the transferee
to: (A) participate in the management or conduct of the partnership's business or not for
profit activity; or (B) except as otherwise provided in subsection (d), have access to required
information, records, or other information concerning the partnership's business or not for
profit activity. (b) A transferee has a right: (1) to receive, in accordance with the transfer,
distributions to which the transferor would otherwise be entitled; (2) to receive upon the
dissolution and winding up of the partnership, in accordance with the transfer, the net amount
otherwise distributable to the transferor; and (3) to seek under Section...
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