10A-8A-7.05
Section 10A-8A-7.05 Continued use of partnership name. Continued use of a partnership name,
or a person's name that is dissociated as a partner as part thereof, by partners continuing
the business or not for profit activity does not of itself make the person dissociated as
a partner liable for an obligation of the partners or the partnership continuing the business
or not for profit activity. (Act 2018-125, §7.)...
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10A-8A-1.08
Section 10A-8A-1.08 Effect of partnership agreement; nonwaivable provisions. (a) Except as
otherwise provided in subsections (b) and (c): (1) the partnership agreement governs relations
among the partners as partners and between the partners and the partnership; and (2) to the
extent the partnership 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
partner or other person has duties, including fiduciary duties, to a partnership or to another
partner or to another person that is a party to or is otherwise bound by a partnership agreement,
the partner's or other person's duties may be expanded or restricted or eliminated by provisions
in a written partnership agreement, but the implied contractual covenant of good faith and
fair dealing may not be eliminated. (2) A written partnership agreement may provide for the
limitation or elimination of any and all liabilities for...
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10A-8A-7.03
Section 10A-8A-7.03 Liability of person dissociated as a partner to other persons. (a) A person's
dissociation as a partner does not of itself discharge that person's liability for a partnership
obligation incurred before dissociation. A person dissociated as a partner is not liable for
a partnership obligation incurred after dissociation, except as provided in subsection (b).
(b) A person that dissociates as a partner without resulting in a dissolution and winding
up of the partnership business or not for profit activity is liable as a partner to the other
party in a transaction entered into by the partnership, or a surviving partnership or other
surviving entity under Article 9 of this chapter or Article 8 of Chapter 1, within one year
after the partner's dissociation, only if the partner is liable for the obligation under Section
10A-8A-3.06 and at the time of entering into the transaction the other party: (1) reasonably
believed that the person dissociated as a partner was then a...
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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-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-7.02
Section 10A-8A-7.02 Power to bind and liability of person dissociated as a partner. (a) For
one year after a person dissociates as a partner without resulting in a dissolution and winding
up of the partnership business or not for profit activity, the partnership, including a surviving
partnership or other surviving entity under Article 9 of this chapter and Article 8 of Chapter
1, is bound by an act of the person dissociated as a partner which would have bound the partnership
under Section 10A-8A-3.01 before dissociation only if at the time of entering into the transaction
the other party: (1) reasonably believed that the person dissociated as a partner was then
a partner and reasonably relied on such belief in entering into the transaction; (2) did not
have notice of the person's dissociation as a partner; and (3) is not deemed to have had knowledge
or notice under Section 10A-8A-1.03. (b) A person dissociated as a partner is liable to the
partnership for any damage caused to the...
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10A-8A-8.05
Section 10A-8A-8.05 Liability after dissolution of partner and person dissociated as partner;
other partners, and persons dissociated as partners. (a) If a partner having knowledge of
the dissolution causes a partnership to incur an obligation under Section 10A-8A-8.04(a) by
an act that is not appropriate for winding up the partnership's business or not for profit
activity, the partner is liable: (1) to the partnership for any damage caused to the partnership
arising from the obligation; and (2) if another partner or a person dissociated as a partner
is liable for the obligation, to that other partner or person for any damage caused to that
other partner or person arising from the liability. (b) If a person dissociated as a partner
causes a partnership to incur an obligation under Section 10A-8A-8.04(b), the person is liable:
(1) to the partnership for any damage caused to the partnership arising from the obligation;
and (2) if a partner or another person dissociated as a partner is...
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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-8.01
Section 10A-8A-8.01 Events of dissolution. A partnership is dissolved, and its business or
not for profit activity must be wound up, upon the occurrence of the first of the following
events: (1) in a partnership at will, the partnership knows or has notice of a person's express
will to dissociate as a partner, other than a partner that has dissociated under Section 10A-8A-6.01(2)
through (10), but, if the person has specified a dissociation date later than the date the
partnership knew or had notice, on the later date; (2) in a partnership for a definite term
or particular undertaking: (i) within 90 days after a partner's dissociation by death or otherwise
under Section 10A-8A-6.01(6) through (10), or a partner's wrongful dissociation under Section
10A-8A-6.02(b), at least half of the remaining partners affirmatively consent to dissolve
the partnership and wind up the partnership business or not for profit activity, for which
purpose a partner's rightful dissociation pursuant to...
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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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