10A-9A-3.06
Section 10A-9A-3.06 Person erroneously believing self to be limited partner. (a) Except as
otherwise provided in subsection (b), a person that makes an investment in an organization
and erroneously but in good faith believes that the person has become a limited partner in
the organization is not liable for the organization's obligations by reason of making the
investment, receiving distributions from the organization, or exercising any rights of or
appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) causes
an appropriate certificate of formation, amendment, or statement of correction to be signed
and filed with the filing officer in accordance with Article 4 of Chapter 1; or (2) withdraws
from future participation as an owner in the organization by signing a statement of withdrawal
and filing it with the Secretary of State. (b) A person that makes an investment described
in subsection (a) is liable to the same extent as a general partner to any third...
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10A-9A-3.05
Section 10A-9A-3.05 Limited duties of limited partners. (a) Except as otherwise provided in
subsection (b), a limited partner does not have any duty to the limited partnership or to
any other partner solely by reason of being a limited partner. (b) A limited partner shall
discharge the duties to the limited partnership and the other partners under the partnership
agreement and exercise any rights under this chapter or the partnership agreement consistently
with the implied contractual covenant of good faith and fair dealing. (c) A limited partner
does not violate a duty or obligation under this chapter or under the partnership agreement
merely because the limited partner's conduct furthers the limited partner's own interest.
(Act 2016-379, §1.)...
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10A-9A-3.04
Section 10A-9A-3.04 Right of limited partner and former limited partner to information. Notwithstanding
the provisions of Sections 10A-1-3.32 and 10A-1-3.33: (a) Subject to subsection (g), on 10
days' demand, made in a writing received by the limited partnership, a limited partner may
inspect and copy required information during regular business hours and at a reasonable location
specified by the limited partnership. The limited partner need not have any particular purpose
for seeking the information. (b) Subject to subsection (g), during regular business hours
and at a reasonable location specified by the limited partnership, a limited partner may obtain
from the limited partnership and inspect and copy true and full information regarding the
state of the activities and affairs and financial condition of the limited partnership and
other information regarding the activities and affairs of the limited partnership as is just
and reasonable if: (1) the limited partner seeks the...
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10A-8A-3.07
Section 10A-8A-3.07 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, except as provided in Section 10A-8A-3.06, against any or all of the partners in the
same action or in separate actions. (c) A judgment against a partnership is not by itself
a judgment against a partner. A judgment against a partnership may not be satisfied from a
partner's assets unless there is also a judgment against the partner. (d) A judgment creditor
of a partner may not levy execution against the assets of the partner to satisfy a judgment
based on a claim against the partnership unless the claim is for a debt, obligation, or liability
for which the partner is personally liable as provided in Section 10A-8A-3.06 and either:
(1) a judgment based on the same claim has been obtained against the partnership and a writ
of execution on the judgment has been returned unsatisfied in whole or...
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10A-5-3.02
Section 10A-5-3.02 Liability of members to third parties. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in this chapter,
a member of a limited liability company is not liable under a judgment, decree, or order of
a court, or in any other manner, for a debt, obligation, or liability of the limited liability
company, whether arising in contract, tort, or otherwise, or for the acts or omissions of
any other member, manager, agent, or employee of the limited liability company. (b) A member
may be liable to creditors of the limited liability company for a written agreement to make
a contribution to the limited liability company. (c) A member of a limited liability company
may become liable by reason of the member's own acts or conduct. (Acts 1993, No. 93-724, p.
1425, §20; §10-12-20; amended and renumbered by Act 2009-513, p. 967, §228.)...
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10A-5A-3.01
Section 10A-5A-3.01 Liability of members to third parties. A member of a limited liability
company is not liable, solely by reason of being a member, for a debt, obligation, or liability
of the limited liability company or a series thereof, whether arising in contract, tort, or
otherwise or for the acts or omissions of any other member, agent, or employee of the limited
liability company or a series thereof. (Act 2014-144, p. 265, §1.)...
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16-17A-12
Section 16-17A-12 Obligations of authority. (a) All agreements and covenants undertaken, and
all indebtedness issued, by an authority shall be solely and exclusively an obligation of
the authority and, except as otherwise provided in a written agreement in accordance with
Section 16-17A-17, shall not create an obligation or debt of the state, any university, or
any other governmental entity or public corporation within the meaning of any constitutional
or statutory provision. (b) Neither the directors nor any officer of an authority executing
indebtedness issued pursuant to this chapter shall be personally liable for such indebtedness
by reason of the execution or issuance thereof. (c) The state and the sponsoring university
do hereby pledge to and agree with the holders of any indebtedness issued under this chapter
that neither the state nor the sponsoring university will limit or alter the rights hereby
vested in the authority to fulfill the terms of any indebtedness or related...
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10A-5A-1.08
Section 10A-5A-1.08 Limited liability company agreement - Scope; function; and limitations.
(a) Except as otherwise provided in subsections (b) and (c): (1) the limited liability company
agreement governs relations among the members as members and between the members and the limited
liability company; and (2) to the extent the limited liability company agreement does not
otherwise provide for a matter described in subsection (a)(1), this chapter governs the matter.
(b)(1) To the extent that, at law or in equity, a member or other person has duties, including
fiduciary duties, to the limited liability company, or to another member or to another person
that is a party to or is otherwise bound by a limited liability company agreement, the member's
or other person's duties may be expanded or restricted or eliminated by a written limited
liability company agreement, but the implied contractual covenant of good faith and fair dealing
may not be eliminated. (2) A written limited liability...
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10A-9A-6.06
Section 10A-9A-6.06 Power to bind and liability to limited partnership before dissolution of
partnership of person dissociated as general partner. (a) After a person is dissociated as
a general partner and before the limited partnership is dissolved, converted under Article
10 of this chapter or under Article 8 of Chapter 1, or merged out of existence under Article
10 of this chapter or Article 8 of Chapter 1, the limited partnership is bound by an act of
the person only if: (1) the act would have bound the limited partnership under Section 10A-9A-4.02
before the dissociation; and (2) at the time the other party enters into the transaction the
other party does not have notice of the dissociation and reasonably believes that the person
is a general partner. (b) If a limited partnership is bound under subsection (a), the person
dissociated as a general partner which caused the limited partnership to be bound is liable:
(1) to the limited partnership for any damage caused to the limited...
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10A-9A-6.04
Section 10A-9A-6.04 Person's power to dissociate as general partner; wrongful dissociation.
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully,
by express will pursuant to Section 10A-9A-6.03(1). (b) A person's dissociation as a general
partner is wrongful only if: (1) it is in breach of an express provision of the limited partnership;
or (2) it occurs before the completion of the winding up of the limited partnership, and:
(A) the person dissociates as a general partner by express will; (B) the person is expelled
as a general partner by judicial order under Section 10A-9A-6.03(5); (C) the person is dissociated
as a general partner by becoming a debtor in bankruptcy; or (D) in the case of a person that
is not an individual, trust other than a business trust, or estate, the person is expelled
or otherwise dissociated as a general partner because it willfully dissolved or terminated.
(c) A person that wrongfully dissociates as a general...
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