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-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-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion
or merger under this article does not discharge any liability under Section 10A-8A-3.06,
10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner
from a converting or constituent partnership, but: (1) the provisions of this chapter pertaining
to the collection or discharge of the liability continue to apply to the liability; (2) for
the purposes of applying those provisions, the converted or surviving organization is deemed
to be the converting or constituent partnership; and (3) if a person is required to pay any
amount under this subsection: (A) the person has a right of contribution from each other person
that was liable as a partner under Section 10A-8A-3.06 when the obligation was incurred
and has not been released from the obligation under Section 10A-8A-7.02 or 10A-8A-7.03;
and (B) the contribution due from each of those persons is in proportion to the right to...

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10A-9A-1.02
Section 10A-9A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (1) "CERTIFICATE
OF FORMATION" with respect to a limited partnership means the certificate of formation
required by Section 10A-9A-2.01, and the certificate of formation as amended or restated.
(2) "DISTRIBUTION" except as otherwise provided in Section 10A-9A-5.08(f),
means a transfer of money or other property from a limited partnership to another person on
account of a transferable interest. (3) "FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP"
means a foreign limited partnership whose general partners have limited liability for the
obligations of the foreign limited partnership under a provision similar to Section
10A-9A-4.04(c). (4) "FOREIGN LIMITED PARTNERSHIP" means a partnership formed under
the laws of a jurisdiction other than this state and required by those laws to have one or
more general partners and one or more...
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10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A
conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04
and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner
from a converting or constituent limited partnership, but: (1) the provisions of this chapter
pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization
is deemed to be the converting or constituent limited partnership; and (3) if a person is
required to pay any amount under this subsection: (A) the person has a right of contribution
from each other person that was liable as a general partner under Section 10A-9A-4.04
when the obligation was incurred and has not been released from the obligation under Section
10A-9A-6.07; and (B) the contribution due from each of those persons is in...
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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-5A-7.06
Section 10A-5A-7.06 Application of assets in winding up limited liability company's
activities and affairs. Notwithstanding Section 10A-1-9.12, upon the winding up of
a limited liability company, the assets shall be applied as follows: (a) Payment, or adequate
provision for payment, shall be made to creditors, including, to the extent permitted by law,
members who are creditors, in satisfaction of liabilities of the limited liability company.
(b) After a limited liability company complies with subsection (a), any surplus must be distributed:
(1) first, to each person owning a transferable interest that reflects contributions made
on account of the transferable interest and not previously returned, an amount equal to the
value of the person's unreturned contributions; and (2) then to each person owning a transferable
interest in the proportions in which the owners of transferable interests share in distributions
before dissolution. (c) If the limited liability company does not have...
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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-5A-11.14
Section 10A-5A-11.14 Application of assets in winding up series' activities and affairs.
Notwithstanding Section 10A-1-9.12, upon the winding up of a series, the assets of
the series shall be applied as follows: (a) Payment, or adequate provision for payment, shall
be made to creditors of the series, including, to the extent permitted by law, members who
are associated with the series and who are also creditors of the series, in satisfaction of
liabilities of the series. (b) After a series complies with subsection (a), any surplus must
be distributed: (1) first, to each person owning a transferable interest associated with that
series that reflects contributions made on account of that transferable interest and not previously
returned, an amount equal to the value of the unreturned contributions; and (2) then to each
person owning a transferable interest associated with that series in the proportions in which
the owners of transferable interests associated with that series share in...
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10A-5A-4.09
Section 10A-5A-4.09 Records to be kept; right of members and dissociated members to
information. Notwithstanding Sections 10A-1-3.32 and 10A-1-3.33: (a) Each limited liability
company shall maintain the following records: (1) A current list of the full name and last
known business or residence street address of each member. (2) A copy of the filed certificate
of formation and all amendments thereto, together with executed copies of any powers of attorney
pursuant to which any documents have been executed. (3) Copies of the limited liability company's
federal, state, and local income tax returns and reports, if any, for the three most recent
years. (4) Copies of the then effective limited liability company agreement including any
amendments thereto. (5) Copies of any financial statements of the limited liability company
for the three most recent years. (b) Subject to subsection (g), on 10 days' notice made in
a writing received by the limited liability company, the records set forth in...
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