10A-8A-7.01
Section 10A-8A-7.01 Purchase of transferable interest of a person dissociated as a partner.
(a) If a person is dissociated as a partner from a partnership without resulting in a dissolution
and winding up of the partnership business or not for profit activity under Section
10A-8A-8.01, the partnership shall cause that person's transferable interest in the partnership
owned by that person at the time of dissociation to be purchased for a buyout price determined
pursuant to subsection (b). (b) The buyout price of the transferable interest owned by the
person at the time of dissociation as a partner is an amount equal to the fair value of that
person's transferable interest as of the date of dissociation. Interest on the buyout price
must be paid from the date of dissociation to the date of payment. (c) Damages for wrongful
dissociation under Section 10A-8A-6.02(b) and (c), and all other amounts owing, whether
or not presently due, from the person dissociated as a partner to the...
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10A-8A-10.03
Section 10A-8A-10.03 Death or disqualification of partner. (a) In the case of a limited
liability partnership performing professional services, upon the death of a partner, upon
a partner 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 partner or of the disqualified person may be transferred to a qualified person
and, if not so transferred, subject to Section 10A-8A-4.09, shall be purchased by the
limited liability partnership as provided in this section. (b) If the price of the
transferable interest is not fixed by the partnership agreement, the limited liability partnership,
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 partnership to be the fair value of the...

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8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section
8-6-11; or c. Effecting transactions with existing employees, partners, or directors of the
issuer if no commission or other remuneration is paid or given directly or indirectly for
soliciting any person in this state. A partner, officer, or director of a dealer or issuer
is an agent if he otherwise comes within this definition. (3) DEALER. Any person engaged in
the...
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10A-8A-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections
10A-1-9.01 and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution
and request that persons with claims against the dissolved partnership present them in accordance
with the notice. (b) The notice authorized by subsection (a) must: (1) be published at least
one time in a newspaper of general circulation in the county in which the dissolved partnership's
principal office in this state is located, and if none, was last located; (2) describe the
information that must be included in a claim and provide a mailing address to which the claim
is to be sent; (3) state that if not sooner barred, a claim against the dissolved partnership
will be barred unless a proceeding to enforce the claim is commenced within two years after
the publication of the notice; and (4) unless the partnership has been throughout its existence
a limited liability partnership, state that the barring of a...
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10A-8A-6.01
Section 10A-8A-6.01 Events causing partner's dissociation. A person is dissociated from
a partnership as a partner upon the occurrence of any of the following events: (1) the partnership
has notice of the person's express will to dissociate as a partner, except that if the person
specifies a dissociation date later than the date the partnership had notice, then the person
is dissociated as a partner on that later date; (2) an event stated in the partnership agreement
as causing the person's dissociation as a partner occurs; (3) the person is expelled as a
partner pursuant to the partnership agreement; (4) the person is expelled as a partner by
the unanimous consent of the other partners if: (A) it is unlawful to carry on the partnership's
business or not for profit activity with the person as a partner; (B) there has been a transfer
of all of the person's transferable interest in the partnership, other than a transfer for
security purposes; (C) the person is an organization and, within...
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10A-9A-6.03
Section 10A-9A-6.03 Dissociation as a general partner. A person is dissociated from
a limited partnership as a general partner when any of the following occurs: (1) the limited
partnership has notice of the person's express will to dissociate as a general partner, except
that if the person specifies a dissociation date later than the date the limited partnership
had notice, then the person is dissociated as a general partner on that later date; (2) an
event stated in the partnership agreement as causing the person's dissociation as a general
partner occurs; (3) the person is expelled as a general partner pursuant to the partnership
agreement; (4) the person is expelled as a general partner by the unanimous consent of the
other partners if: (A) it is unlawful to carry on the limited partnership's activities and
affairs with the person as a general partner; (B) there has been a transfer of all of the
person's transferable interest in the limited partnership, other than a transfer for...
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10A-9A-6.01
Section 10A-9A-6.01 Dissociation as a limited partner. (a) A person does not have a
right to dissociate as a limited partner before the dissolution and winding up of the limited
partnership. (b) A person is dissociated from a limited partnership as a limited partner upon
the occurrence of any of the following events: (1) an event stated in the partnership agreement
as causing the person's dissociation as a limited partner; (2) the person is expelled as a
limited partner pursuant to the partnership agreement; (3) the person is expelled as a limited
partner by the unanimous consent of the other partners if: (A) it is unlawful to carry on
the limited partnership's activities and affairs with the person as a limited partner; (B)
there has been a transfer of all of the person's transferable interest in the limited partnership,
other than a transfer for security purposes; (C) the person is an organization and, within
90 days after the limited partnership notifies the person that it will be...
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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-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-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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