10A-9A-2.03
Section 10A-9A-2.03 Execution of documents. (a) A writing delivered to the Secretary of State
for filing pursuant to this chapter must be signed as provided by this section. (1) A limited
partnership's initial certificate of formation must be signed by all general partners listed
in the certificate of formation. (2) An amendment adding or deleting a statement that the
limited partnership is a limited liability limited partnership must be signed by all general
partners listed in the certificate of formation. (3) An amendment designating as general partner
a person admitted under Section 10A-9A-8.01(c) following the dissociation of a limited partnership's
last general partner must be signed by the person or persons so designated. (4) Any other
amendment must be signed by: (A) at least one general partner; and (B) each other person designated
in the amendment as a new general partner. (5) A restated certificate of formation must be
signed by at least one general partner and, to the extent...
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10A-9A-4.04
Section 10A-9A-4.04 General partner's liability. (a) Except as otherwise provided in subsections
(b) and (c), all general partners are liable jointly and severally for all debts, obligations,
and liabilities of the limited partnership unless otherwise agreed by the claimant or provided
by law. (b) A person that becomes a general partner of an existing limited partnership is
not personally liable for any debt, obligation, or liability of a limited partnership incurred
before the person became a general partner. (c) A debt, obligation, or liability of a limited
partnership incurred while the limited partnership is a limited liability limited partnership,
whether arising in contract, tort, or otherwise, is solely the debt, obligation, or liability
of the limited partnership. A general partner of a limited liability limited partnership is
not personally liable, directly or indirectly, by way of indemnification, contribution, assessment
or otherwise, for such a debt, obligation, or...
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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-9A-8.09
Section 10A-9A-8.09 Disposition of assets, when contributions required. Notwithstanding Section
10A-1-9.12, upon the winding up of a limited partnership, the assets of the limited partnership,
including any obligation under Article 5 of this chapter, and any contribution required by
this section, shall be applied as follows: (a) Payment, or adequate provision for payment,
shall be made to creditors, including, to the extent permitted by law, partners who are creditors,
in satisfaction of liabilities of the limited partnership. (b) After a limited partnership
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...
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10A-8A-4.09
Section 10A-8A-4.09 Limitations of distribution and liability for improper distributions. (a)
A limited liability partnership shall not make a distribution to a partner to the extent that
at the time of the distribution, after giving effect to the distribution, all liabilities
of the limited liability partnership, other than liabilities to partners on account of their
transferable interests and liabilities for which the recourse of creditors is limited to specific
property of the limited liability partnership, exceed the fair value of the assets of the
limited liability partnership, except that the fair value of the property that is subject
to a liability for which recourse of creditors is limited shall be included in the assets
of the limited liability partnership only to the extent that the fair value of the property
exceeds that liability. (b) A partner who consents to a distribution in violation of subsection
(a) or the partnership agreement, and who knew at the time of the...
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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-9A-7.02
Section 10A-9A-7.02 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 limited partnership; and (4) subject to Section 10A-9A-7.04, does not entitle the transferee
to: (A) participate in the management or conduct of the limited partnership's activities and
affairs; or (B) except as otherwise provided in subsection (d), have access to required information,
records, or other information concerning the partnership's activities and affairs. (b) A transferee
has the right to receive, in accordance with the transfer, distributions to which the transferor
would otherwise be entitled. (c) A transferable interest may be evidenced by a certificate
of transferable interest issued by the limited partnership. A partnership agreement may provide
for the transfer of the transferable interest...
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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-9A-1.03
Section 10A-9A-1.03 Knowledge and notice. (a) A person knows a fact when the person: (1) has
actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b)
A person has notice of a fact when the person: (1) knows of it; (2) receives notification
of it; (3) has reason to know the fact from all of the facts known to the person at the time
in question; or (4) is deemed to have notice of the fact under subsection (d). (c) A person
notifies or gives a notification to another person by taking steps reasonably required to
inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person is deemed to have notice of a limited partnership's: (1) matters included in
the certificate of formation under Sections 10A-9A-2.01(a)(1), (a)(2), (a)(3), (a)(4), if
applicable, (a)(5), and (a)(6) upon filing; (2) general partner dissociating as a general
partner, 90 days after the effective date of an amendment to the certificate of formation...

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10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a) A partnership
may be formed as, or may become, a limited liability partnership pursuant to this section.
(b) In order to form a limited liability partnership, the original partnership agreement of
the partnership shall state that the partnership is formed as a limited liability partnership,
and the partnership shall deliver to the Secretary of State for filing a statement of limited
liability partnership in accordance with subsection (d) of this section. (c) In order for
an existing partnership to become a limited liability partnership, the terms and conditions
on which the partnership becomes a limited liability partnership must be approved by the affirmative
approval necessary to amend the partnership agreement and, in the case of a partnership agreement
that expressly considers obligations to contribute to the partnership, also the affirmative
approval necessary to amend those provisions, and after...
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