10A-8A-4.11
Section 10A-8A-4.11 General standards of partner's conduct. (a) The duties that a partner has
to the partnership and to the other partners include the duty of loyalty and the duty of care
as described in subsections (b) and (c). (b) A partner's duty of loyalty to the partnership
and to the other partners includes each of the following: (1) To account to the partnership
and to hold as trustee for it any property, profit, or benefit derived by the partner in the
conduct or winding up of the partnership's business or not-for-profit activity or derived
from a use by the partner of partnership property, including the appropriation of a partnership
opportunity. (2) To refrain from dealing with the partnership in the conduct or winding up
of the partnership's business or not-for-profit activity as or on behalf of a party having
an interest adverse to the partnership. (3) To refrain from competing with the partnership
in the conduct of the partnership's business or not-for-profit activity...
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10A-9A-4.08
Section 10A-9A-4.08 General standards of general partner's conduct. (a) The duties that a general
partner has to the limited partnership and to the other partners include the duty of loyalty
and the duty of care as described in subsections (b) and (c). (b) A general partner's duty
of loyalty to the limited partnership and to the other partners includes each of the following:
(1) to account to the limited partnership and to hold as trustee for it any property, profit,
or benefit derived by the general partner in the conduct or winding up of the limited partnership's
activities and affairs or derived from a use by the general partner of limited partnership
property, including the appropriation of a limited partnership opportunity; (2) to refrain
from dealing with the limited partnership in the conduct or winding up of the limited partnership's
activities and affairs as or on behalf of a party having an interest adverse to the limited
partnership; and (3) to refrain from competing with...
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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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10A-8A-6.01
or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of
all or substantially all of the person's property; (8) in the case of a person that is a trust
or is acting as a partner by virtue of being a trustee of a trust, the trust's entire transferable
interest in the partnership is distributed, but not solely by reason of the substitution of
a successor trustee; (9) in the case of a person that is an estate or is acting as a partner
by virtue of being a personal representative of an estate, the estate's entire transferable
interest in the partnership is distributed, but not solely by reason of the substitution of
a successor personal representative; (10) in the case of a person that is not an individual,
the legal existence of the person otherwise terminates; (11) the transfer of a partner's entire
remaining transferable interest to another partner; (12) the transfer of a partner's entire
remaining transferable interest to a transferee upon the...
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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-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-6.03
Section 10A-8A-6.03 Effect of partner's dissociation. (a) If a person's dissociation results
in a dissolution and winding up of the partnership business or not for profit activity, Article
8 applies; otherwise, Article 7 applies. (b) Upon a person's dissociation as a partner: (1)
the person's right to participate in the management and conduct of the partnership business
or not for profit activity terminates, except as provided in Section 10A-8A-8.03; (2) the
person's duty of loyalty under Section 10A-8A-4.11(b)(3) terminates; and (3) the person's
duty of loyalty under Section 10A-8A-4.11(b)(1) and (2) and duty of care under Section 10A-8A-4.11(c)
continue only with regard to matters arising and events occurring before the person's dissociation,
unless the partner participates in winding up the partnership's business or not for profit
activity pursuant to Section 10A-8A-8.03. (Act 2018-125, §7.)...
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10A-9A-6.05
Section 10A-9A-6.05 Effect of dissociation as general partner. (a) Upon a person's dissociation
as a general partner: (1) the person's right to participate as a general partner in the management
and conduct of the partnership's activities and affairs terminates; (2) the person's duty
to refrain from competing with the limited partnership in the conduct or winding up of the
limited partnership's activities and affairs terminates; (3) the person's following duties
continue only with regard to matters arising and events occurring before the person's dissociation
as a general partner: (A) the duty to account to the limited partnership and hold as trustee
for it any property, profit, or benefit derived by the general partner in the conduct and
winding up of the limited partnership's activities and affairs or derived from a use by the
general partner of limited partnership property, including the appropriation of a limited
partnership opportunity; (B) the duty to refrain from dealing with...
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10A-5A-4.08
Section 10A-5A-4.08 Duties of persons with direction and oversight. (a)(1) The duties a person
who has the authority to direct and oversee the activities and affairs of a limited liability
company owes to the limited liability company and to the members of the limited liability
company include the duty of loyalty and the duty of care as described in subsections (b) and
(d)(1). (2) The duties a person who has the authority to direct and oversee the activities
and affairs of a series of a limited liability company owes to that series and the members
associated with that series include the duty of loyalty and the duty of care as described
in subsections (c) and (d)(2). (b) The duty of loyalty of a person described in subsection
(a)(1) to a limited liability company and its members includes each of the following: (1)
To account to the limited liability company and to hold as trustee for it any property, profit,
or benefit derived by that person in the conduct or winding up of the limited...
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10A-1-1.03
limited liability company or association, a member; and (D) with respect to another foreign
or domestic entity, an owner of an equity interest in that entity. (69) OWNERSHIP INTEREST.
An owner's interest in an entity. The term includes the owner's share of profits and losses
or similar items and the right to receive distributions. The term does not include an owner's
right to participate in management or participate in the direction or oversight of the entity.
An ownership interest is personal property. (70) PARENT or PARENT ENTITY. An entity
that: (A) owns at least 50 percent of the ownership or membership interest of a subsidiary;
or (B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.
(71) PARTNER. A limited partner or general partner. (72) PARTNERSHIP. Includes a general partnership,
a limited liability partnership, a foreign limited liability partnership, a limited partnership,
a foreign limited partnership, a limited liability...
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