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-9A-4.09
Section 10A-9A-4.09 Reliance on reports and information. A general partner of a limited partnership
shall be fully protected in relying in good faith upon the records of the limited partnership
and upon information, opinions, reports, or statements presented by another general partner
or agent of the limited partnership, or by any other person as to matters the general partner
reasonably believes are within that other person's professional or expert competence, including
information, opinions, reports, or statements as to the value and amount of the assets, liabilities,
profits, or losses of the limited partnership, or the value and amount of assets or reserves
or contracts, agreements, or other undertakings that would be sufficient to pay claims and
obligations of the limited partnership, or to make reasonable provision to pay those claims
and obligations, or any other facts pertinent to the existence and amount of assets from which
distributions to partners or creditors might...
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10A-9A-5.08
Section 10A-9A-5.08 Limitations on distribution and liability for improper distributions. (a)
A limited 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 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 partnership, exceed the fair value of the assets of the limited 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 general partner who
consents to a distribution in violation of subsection (a) or the partnership agreement, and
who knew at the time of the distribution that the distribution...
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19-3B-1011
Section 19-3B-1011 Interest as general partner. (a) Except as otherwise provided in subsection
(c) or unless personal liability is imposed in the contract, a trustee who holds an interest
as a general partner in a general or limited partnership is not personally liable on a contract
entered into by the partnership after the trust's acquisition of the interest if the fiduciary
capacity was disclosed in the contract or in a statement previously filed pursuant to Chapter
8A or Chapter 9B of Title 10. (b) Except as otherwise provided in subsection (c), a trustee
who holds an interest as a general partner is not personally liable for torts committed by
the partnership or for obligations arising from ownership or control of the interest unless
the trustee is personally at fault. (c) The immunity provided by this section does not apply
if an interest in the partnership is held by the trustee in a capacity other than that of
trustee or is held by the trustee's spouse or one or more of the...
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10A-8A-10.02
Section 10A-8A-10.02 Special rules for limited liability partnerships performing professional
services. (a) A limited liability partnership shall have the power to render professional
services if it complies with the rules of the licensing authority for such profession. (b)
Every individual who renders professional services as a partner or as an employee of a limited
liability partnership shall be liable for any negligent or wrongful act or omission in which
the individual personally participates to the same extent the individual would be liable if
the individual rendered the services as a sole practitioner. (c) Except as otherwise provided
in subsection (b), the personal liability of a partner of any limited liability partnership
engaged in providing professional services shall be governed by Section 10A-8A-3.06. (d) The
personal liability of a partner or employee of a foreign limited liability partnership engaged
in providing professional services shall be determined under the law of...
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10A-8A-3.06
Section 10A-8A-3.06 Partner's liability. (a) Except as otherwise provided in subsection (b)
or subsection (c), all partners are liable jointly and severally for all obligations of the
partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted
as a partner into an existing partnership is not personally liable for any partnership obligation
incurred before the person's admission as a partner. (c) Except as set forth in subsection
(b) of Section 10A-8A-10.02, a debt, obligation, or other liability of a partnership incurred
while the partnership is a limited liability partnership is solely the debt, obligation, or
other liability of the limited liability partnership. Except as set forth in subsection (b)
of Section 10A-8A-10.02, a partner in a limited liability partnership is not personally liable
or accountable, directly or indirectly, including by way of indemnification, contribution,
assessment, or otherwise, for debts, obligations, and liabilities of,...
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10A-8A-9.04
Section 10A-8A-9.04 Filings required for conversion; effective date. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-8A-2.03 and which must include: (A) the name, type
of organization, and mailing address of the principal office of the converting organization,
and its unique identifying number or other designation as assigned by the Secretary of State,
if any, before conversion; (B) the date of the filing of the certificate of formation of the
converting organization, if any, and all prior amendments and the filing office or offices,
if any, where such is filed; (C) a statement that the converting organization has been converted
into the converted organization; (D) the name and type of...
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10A-9A-4.05
Section 10A-9A-4.05 Actions by and against partnership and partners. (a) To the extent not
inconsistent with Section 10A-9A-4.04, a general partner may be joined in an action against
the limited partnership or named in a separate action. (b) A judgment against a limited partnership
is not by itself a judgment against a general partner. A judgment against a limited partnership
may not be satisfied from a general partner's assets unless there is also a judgment against
the general partner. (c) A judgment creditor of a general partner may not levy execution against
the assets of the general partner to satisfy a judgment based on a claim against the limited
partnership, unless the partner is personally liable for the claim under Section 10A-9A-4.04
and either: (1) a judgment based on the same claim has been obtained against the limited partnership
and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the limited partnership is a debtor in...
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10A-5A-10.05
Section 10A-5A-10.05 Merger. (a) A limited liability company may merge with one or more other
constituent organizations pursuant to this section, Sections 10A-5A-10.06 through 10A-5A-10.08,
and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent
organization, the jurisdiction of the governing statute of each constituent organization,
and the respective unique identifying number or other designation as assigned by the Secretary
of State, if any, of each constituent organization; (2) the name, type of organization, and
mailing address of the principal office of the surviving...
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10A-8A-1.02
Section 10A-8A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (1) "Business"
includes every trade, occupation, and profession for profit. (2) "Disqualified person"
means any person who is not a qualified person. (3) "Distribution" except as otherwise
provided in Section 10A-8A-4.09(f), means a transfer of money or other property from a partnership
to another person on account of a transferable interest. (4) "Foreign limited liability
partnership" means a foreign partnership whose partners have limited liability for the
debts, obligations, or other liabilities of the foreign partnership under a provision similar
to Section 10A-8A-3.06(c). (5) "Foreign partnership" means a partnership governed
by the laws of a jurisdiction other than this state which would be a partnership if governed
by the laws of this state. The term includes a foreign limited liability partnership. (6)
"Limited liability...
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