10A-9A-9.05
Section 10A-9A-9.05 Pleading. In a derivative action, the complaint must state with particularity:
(a) the date and content of plaintiff's demand and the general partner's response by the limited
partnership to the demand; or (b) why the demand should be excused as futile. (Act 2016-379,
§1.)...
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10A-9A-9.07
Section 10A-9A-9.07 Discontinuance or settlement. A derivative action may not be dismissed
or compromised without the approval of the court, and notice of the proposed dismissal or
compromise shall be given to partners of the limited partnership in such manner as the court
directs. (Act 2016-379, §1.)...
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10A-9A-5.04
Section 10A-9A-5.04 Interim distributions. A partner has a right to a distribution before the
dissolution and winding up of a limited partnership as provided in the partnership agreement.
A decision to make a distribution before the dissolution and winding up of the limited partnership
is a decision in the ordinary course of the activities and affairs of the limited partnership.
(Act 2016-379, §1.)...
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10A-9A-6.01
but this subsection (6) shall not apply to a person who is the sole remaining limited partner
of the limited partnership; (7) in the case of a person that is a trust or is acting as a
limited partner by virtue of being a trustee of a trust, the trust's entire transferable interest
in the limited partnership is distributed, but not solely by reason of the substitution of
a successor trustee; (8) in the case of a person that is an estate or is acting as a limited
partner by virtue of being a personal representative of an estate, the estate's entire
transferable interest in the limited partnership is distributed, but not solely by reason
of the substitution of a successor personal representative; (9) in the case of a person
that is not an individual, the legal existence of the person otherwise terminates; (10) the
transfer of a limited partner's entire remaining transferable interest to another partner;
(11) the transfer of a limited partner's entire remaining transferable interest to a...
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10A-9A-8.04
Section 10A-9A-8.04 Power of general partner and person dissociated as general partner to bind
partnership after dissolution. (a) A limited partnership is bound by a general partner's act
after dissolution which: (1) is appropriate for winding up the limited partnership's activities
and affairs; or (2) would have bound the limited partnership under Section 10A-9A-4.02 before
dissolution, if, at the time the other party enters into the transaction, the other party
does not have notice of the dissolution. (b) A person dissociated as a general partner binds
a limited partnership through an act occurring after dissolution only if: (1) at the time
the other party enters into the transaction the other party does not have notice of the dissociation
and reasonably believes that the person is a general partner; and (2) the act: (A) is appropriate
for winding up the limited partnership's activities and affairs; or (B) would have bound the
limited partnership under Section 10A-9A-4.02 before...
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10A-9A-4.03
Section 10A-9A-4.03 Limited partnership liable for general partner's actionable conduct. (a)
A limited partnership is liable for loss or injury caused to a person, or for a penalty
incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general
partner acting in the ordinary course of activities and affairs of the limited partnership
or with authority of the limited partnership. (b) If, in the course of the limited partnership's
activities and affairs or while acting with authority of the limited partnership, a general
partner receives or causes the limited partnership to receive money or property of a person
not a partner, and the money or property is misapplied by a general partner, the limited partnership
is liable for the loss. (Act 2016-379, §1.)...
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10A-9A-5.06
Section 10A-9A-5.06 Distribution in kind. A partner does not have a right to demand and receive
a distribution from a limited partnership in any form other than money. Except as otherwise
provided in Section 10A-9A-8.09(c), a limited partnership may distribute an asset in kind
if each partner receives a percentage of the asset in proportion to the partner's share of
distributions. (Act 2016-379, §1.)...
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10A-9A-10.12
Section 10A-9A-10.12 Power of general partners and persons dissociated as general partners
to bind organization after conversion or merger. (a) An act of a person that immediately before
a conversion or merger became effective was a general partner in a converting or constituent
limited partnership binds the converted or surviving organization after the conversion or
merger becomes effective, if: (1) before the conversion or merger became effective, the act
would have bound the converting or constituent limited partnership under Section 10A-9A-4.02;
and (2) at the time the third party enters into the transaction, the third party: (A) does
not have notice of the conversion or merger; and (B) reasonably believes that the converted
or surviving business is the converting or constituent limited partnership and that the person
is a general partner in the converting or constituent limited partnership. (b) An act of a
person that before a conversion or merger became effective was dissociated...
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10A-9A-8.12
Section 10A-9A-8.12 Limited partnership name upon reinstatement. The name of a limited partnership
following reinstatement shall be determined as follows: (a) If the limited partnership remains
in the Secretary of State's records as a limited partnership which has not been dissolved,
then the name of the limited partnership following reinstatement shall be that limited partnership
name at the time of reinstatement. (b) If the limited partnership is listed in the Secretary
of State's records as a limited partnership that has been dissolved, then the name of a limited
partnership following reinstatement shall be that limited partnership name at the time of
reinstatement if that limited partnership name complies with Article 5 of Chapter 1 at the
time of reinstatement. If that limited partnership name does not comply with Article 5 of
Chapter 1, the name of the limited partnership following reinstatement shall be that limited
partnership name followed by the word "reinstated." (c) A...
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10A-8A-10.02
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 the jurisdiction
which governs the foreign limited liability partnership. (e) Nothing in this article shall
restrict or limit in any manner the authority or duty of a...
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