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-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-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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10A-9A-9.04
Section 10A-9A-9.04 Demand. A partner may commence a derivative action in the right
of the limited partnership, if: (a) the partner first makes a written demand upon general
partners requesting that they cause the limited partnership to bring an action to enforce
the right and the general partners do not bring the action within a reasonable time; or (b)
a demand under subsection (a) would be futile. (Act 2016-379, §1.)...
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10A-9A-1.08
Section 10A-9A-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 limited 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...
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40-18-24.2
Section 40-18-24.2 Taxation of pass-through entities. (a) For purposes of this section
and Section 40-18-24.3, the following terms shall have the following meanings: (1)
MEMBER. An individual, estate, trust or business trust as defined in Section 40-18-1,
a corporation as defined in Section 40-18-1, or Subchapter K entity as defined in Section
40-18-1, that is a partner in a general, limited, limited liability, or limited liability
limited partnership, or a member of a limited liability company. (2) NONRESIDENT. a. An individual
who is not a resident of or domiciled in this state during the applicable tax year. b. A nonresident
trust as defined in Section 40-18-1. c. A nonresident estate as defined in Section
40-18-1. d. A foreign corporation as defined in Section 40-18-1, not commercially domiciled
in this state during the applicable tax year. e. A Subchapter K entity or business trust that
is created or organized under the laws of a jurisdiction other than this state and that is
not...
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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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11-65-19
Section 11-65-19 Review of application for operator's license. (a) A commission shall
promptly consider any application for the issuance or transfer of an operator's license submitted
to it and shall grant or deny the issuance or transfer of such license based on all information
before it, including the results of investigations it deems appropriate. A commission shall
deny a license to any applicant unless it finds as follows: (1) That such applicant is a business
entity, whether a corporation, partnership, or other kind of organization, possessing the
organizational substance, financial soundness, managerial capability, and business experience
with racing and pari-mutuel wagering operations, or with businesses requiring similar managerial
experience and skill, that, in the reasonable judgment of the commission, are necessary to
conduct horse racing and pari-mutuel wagering thereon or greyhound racing and pari-mutuel
wagering thereon, as the case may be, at the location for which an...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether
the other entity or entities are the same or another form of entity, may be accomplished as
provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other
than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved
in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter
2A. If the governing documents of the corporation provide for approval of a merger by less
than all of the corporation's stockholders, approval of the merger shall constitute corporate
action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No
merger of a corporation into 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
surviving entity, notwithstanding any provision in the governing documents of the...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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