10A-8A-8.01
Section 10A-8A-8.01 Events of dissolution. A partnership is dissolved, and its business or
not for profit activity must be wound up, upon the occurrence of the first of the following
events: (1) in a partnership at will, the partnership knows or has notice of a person's express
will to dissociate as a partner, other than a partner that has dissociated under Section 10A-8A-6.01(2)
through (10), but, if the person has specified a dissociation date later than the date the
partnership knew or had notice, on the later date; (2) in a partnership for a definite term
or particular undertaking: (i) within 90 days after a partner's dissociation by death or otherwise
under Section 10A-8A-6.01(6) through (10), or a partner's wrongful dissociation under Section
10A-8A-6.02(b), at least half of the remaining partners affirmatively consent to dissolve
the partnership and wind up the partnership business or not for profit activity, for which
purpose a partner's rightful dissociation pursuant to...
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10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A conversion
or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and
10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner
from a converting or constituent limited partnership, but: (1) the provisions of this chapter
pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization
is deemed to be the converting or constituent limited partnership; and (3) if a person is
required to pay any amount under this subsection: (A) the person has a right of contribution
from each other person that was liable as a general partner under Section 10A-9A-4.04 when
the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07;
and (B) the contribution due from each of those persons is in...
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10-9C-402
Section 10-9C-402 General partner agent of limited partnership. All provisions of Title 10
have been repealed or transferred to Title 10A, effective January 1, 2011. (Act 2009-621,
p. 1805, §1.)...
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10A-9A-4.01
Section 10A-9A-4.01 Admission of general partner. (a) Upon formation of a limited partnership,
a person is admitted as a general partner as agreed among the persons that are to be the initial
partners. (b) After formation of a limited partnership, a person is admitted as a general
partner: (1) as provided in the partnership agreement; (2) as the result of a transaction
effective under Article 10 of this chapter or Article 8 of Chapter 1; (3) with the consent
of all the partners; or (4) as provided in Section 10A-9A-8.01(c) or (e). (c) A person may
be admitted as a general partner without: (1) acquiring a transferable interest; or (2) making
or being obligated to make a contribution to the partnership. (Act 2016-379, §1.)...
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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-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-5A-11.10
Section 10A-5A-11.10 Effect of dissolution of series. Notwithstanding Section 10A-1-9.12: (a)
A dissolved series continues its existence as a series but may not carry on any activities
and affairs except as is appropriate to wind up and liquidate its activities and affairs,
including: (1) collecting the assets of the series; (2) disposing of the properties of the
series that will not be distributed in kind to persons owning transferable interests; (3)
discharging or making provisions for discharging the liabilities of the series; (4) distributing
the remaining property of the series in accordance with Section 10A-5A-11.14; and (5) doing
every other act necessary to wind up and liquidate the series' activities and affairs. (b)
In winding up a series' activities and affairs, a series may: (1) preserve the series' activities
and affairs and property as a going concern for a reasonable time; (2) prosecute, defend,
or settle actions or proceedings whether civil, criminal, or administrative;...
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10A-9-4.02
Section 10A-9-4.02 General partner agent of limited partnership. Repealed by Act 2016-379,
§5, effective January 1, 2017. (Act 2009-621, p. 1805, §1.)...
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10-9C-403
Section 10-9C-403 Limited partnership liable for general partner's actionable conduct. All
provisions of Title 10 have been repealed or transferred to Title 10A, effective January 1,
2011. (Act 2009-621, p. 1805, §1.)...
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10A-5A-11.09
Section 10A-5A-11.09 Event requiring dissolution. A series is dissolved and its activities
and affairs shall be wound up upon the first to occur of the following: (a) the dissolution
of the limited liability company under Section 10A-5A-7.01; (b) an event or circumstance that
the limited liability company agreement states causes dissolution of the series; (c) the consent
of all of the members associated with the series; (d) the passage of 90 days after the occurrence
of the dissociation of the last remaining member associated with the series; or (e) on application
by a member associated with the series, an order dissolving the series on the grounds that
it is not reasonably practicable to carry on the series' activities and affairs in conformity
with the limited liability company agreement which order is entered by the designated court,
and if none, by the circuit court for the county in which the limited liability company's
principal office within this state is located, and if the...
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