10A-9A-8.10
Section 10A-9A-8.10 Reinstatement after dissolution. Notwithstanding Sections 10A-1-9.31 and
10A-1-9.32, a limited partnership that has been dissolved may be reinstated upon compliance
with the following conditions: (a) the consent shall have been obtained from the partners
or other persons entitled to consent at the time that is: (1) required for reinstatement under
the partnership agreement; or (2) if the partnership agreement does not state the consent
required for reinstatement, sufficient for dissolution under the partnership agreement; or
(3) if the partnership agreement neither states the consent required for reinstatement nor
for dissolution, sufficient for dissolution under this chapter; (b) in the case of a written
objection to reinstatement having been delivered to the limited partnership before or at the
time of the consent required by subsection (a) by the partners or other persons having authority
under the partnership agreement to bring about or prevent dissolution of...
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10A-8A-8.10
Section 10A-8A-8.10 Reinstatement after dissolution. Notwithstanding Sections 10A-1-9.31 and
10A-1-9.32, a partnership that has been dissolved may be reinstated upon compliance with the
following conditions: (a) the consent shall have been obtained from the partners or other
persons entitled to consent at the time that is: (1) required for reinstatement under the
partnership agreement; or (2) if the partnership agreement does not state the consent required
for reinstatement, sufficient for dissolution under the partnership agreement; or (3) if the
partnership agreement neither states the consent required for reinstatement nor for dissolution,
sufficient for dissolution under this chapter; (b) in the case of a written objection to reinstatement
having been delivered to the partnership before or at the time of the consent required by
subsection (a) by the partners or other persons having authority under the partnership agreement
to bring about or prevent dissolution of the partnership,...
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10A-5A-7.07
Section 10A-5A-7.07 Reinstatement after dissolution. Notwithstanding Sections 10A-1-9.31 and
10A-1-9.32, a limited liability company that has been dissolved may be reinstated upon compliance
with the following conditions: (a) the consent shall have been obtained from the members or
other persons entitled to consent at the time that is: (1) required for reinstatement under
the limited liability company agreement; or (2) if the limited liability company agreement
does not state the consent required for reinstatement, sufficient for dissolution under the
limited liability company agreement; or (3) if the limited liability company agreement neither
states the consent required for reinstatement nor for dissolution, sufficient for dissolution
under this chapter; (b) in the case of a written objection to reinstatement having been delivered
to the limited liability company before or at the time of the consent required by subsection
(a) by the members or other persons having authority under the...
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10A-5A-11.15
Section 10A-5A-11.15 Reinstatement after dissolution of a series. Notwithstanding Sections
10A-1-9.31 and 10A-1-9.32, a series that has been dissolved may be reinstated upon compliance
with the following conditions: (a) the consent shall have been obtained from the members or
other persons associated with the series entitled to consent at the time that is: (1) required
for reinstatement of the series under the limited liability company agreement; or (2) if the
limited liability company agreement does not state the consent required for reinstatement,
sufficient for dissolution of the series under the limited liability company agreement; or
(3) if the limited liability company agreement neither states the consent required for reinstatement
nor for dissolution, sufficient for dissolution of the series under this chapter; (b) in the
case of a written objection to reinstatement having been delivered to the series before or
at the time of the consent required by subsection (a) by the members...
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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-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
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 converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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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-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-9A-5.02
Section 10A-9A-5.02 Liability for contribution. (a) A partner's obligation to make a contribution
to a limited partnership is not excused by the partner's death, disability, or other inability
to perform personally. (b) If a partner does not make a contribution required by an enforceable
promise, the partner or the partner's estate is obligated, at the election of the limited
partnership, to contribute money equal to the value of the portion of the contribution that
has not been made. The foregoing election shall be in addition to, and not in lieu of, any
other rights, including the right to specific performance, that the limited partnership may
have under the partnership agreement or applicable law. (c) The obligation of a partner to
make a contribution to a limited partnership may be compromised only by consent of all partners.
A conditional obligation of a partner to make a contribution to a limited partnership may
not be enforced unless the conditions of the obligation have been...
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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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