Title 7
Corporations, Associations, and Partnerships

Chapter 13.1
Uniform Limited Partnership Act

Part 1
General Provisions

§ 7-13.1-102. Definitions.

As used in this chapter:

(1) “Certificate of limited partnership” means the certificate required by § 7-13.1-201. The term includes the certificate as amended or restated.

(2) “Contribution”, except in the phrase “right of contribution”, means property or a benefit described in § 7-13.1-501 which is provided by a person to a limited partnership to become a partner or in the person’s capacity as a partner.

(3) “Debtor in bankruptcy” means a person that is the subject of:

(i) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or

(ii) A comparable order under federal, state, or foreign law governing insolvency.

(4) “Deliver” means either physically transferring a paper document to the secretary of state or transferring a document to the secretary of state by electronic transmission through a medium provided and authorized by the secretary of state. “Delivered” and “delivering” have a corresponding meaning.

(5) “Distribution” means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person’s capacity as a partner. The term:

(i) Includes:

(A) A redemption or other purchase by a limited partnership of a transferable interest; and

(B) A transfer to a partner in return for the partner’s relinquishment of any right to participate as a partner in the management or conduct of the partnership’s activities and affairs or to have access to records or other information concerning the partnership’s activities and affairs; and

(ii) Does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.

(6) “Electronic transmission” means any form of communication, not directly involving the physical transmission of paper that creates a record that may be retained, retrieved, and renewed by a recipient thereof, and may be directly reproduced in a paper form by such a recipient through an automated process.

(7) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to § 7-13.1-404(c).

(8) “Foreign limited partnership” means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. The term includes a foreign limited liability limited partnership.

(9) “General partner” means a person that:

(i) Has become a general partner under § 7-13.1-401 or was a general partner in a partnership when the partnership became subject to this chapter under § 7-13.1-112; and

(ii) Has not dissociated as a general partner under § 7-13.1-603.

(10) “Jurisdiction”, used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.

(11) “Jurisdiction of formation” means the jurisdiction whose law governs the internal affairs of an entity.

(12) “Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership” and in part 11 of this chapter, means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership.

(13) “Limited partner” means a person that:

(i) Has become a limited partner under § 7-13.1-301 or was a limited partner in a limited partnership when the partnership became subject to this chapter under § 7-13.1-112; and

(ii) Has not dissociated under § 7-13.1-601.

(14) “Limited partnership”, except in the phrase “foreign limited partnership” and in part 11 of this chapter, means an entity formed under this chapter or which becomes subject to this chapter under part 11 of this chapter or § 7-13.1-112. The term includes a limited liability limited partnership.

(15) “Partner” means a limited partner or general partner.

(16) “Partnership agreement” means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in § 7-13.1-105(a). The term includes the agreement as amended or restated.

(17) “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, cooperative housing corporation, workers’ cooperative, producers’ cooperative, consumer’s cooperative, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.

(18) “Principal office” means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state.

(19) “Property” means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein.

(20) “Record”, used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(21) “Registered agent” means an agent of a limited partnership or foreign limited partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership.

(22) “Registered foreign limited partnership” means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the secretary of state.

(23) “Required information” means the information that a limited partnership is required to maintain under § 7-13.1-108.

(24) “Sign” means, with present intent to authenticate or adopt a record:

(i) To execute or adopt a tangible symbol; or

(ii) To attach to or logically associate with the record an electronic symbol, sound, or process.

(25) “Signature” or “execution” means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. “Signed” and “executed” have a corresponding meaning.

(26) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(27) “Transfer” includes:

(i) An assignment;

(ii) A conveyance;

(iii) A sale;

(iv) A lease;

(v) An encumbrance, including a mortgage or security interest;

(vi) A gift; and

(vii) A transfer by operation of law.

(28) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a partner, to receive distributions from a limited partnership, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned.

(29) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under § 7-13.1-602(a)(3) or 7-13.1-605(a)(4).