Title 7
Corporations, Associations, and Partnerships

Chapter 13.1
Uniform Limited Partnership Act

Part 1
General Provisions

§ 7-13.1-112. Application to existing relationships — Effect of repeal of prior acts.

(a) Before January 1, 2024, this chapter governs only:

(1) A limited partnership formed on or after January 1, 2023; and

(2) Except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before January 1, 2023, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.

(b) Except as otherwise provided in subsections (c) and (d) of this section, on and after January 1, 2024, this chapter governs all limited partnerships.

(c) With respect to a limited partnership formed before January 1, 2023, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:

(1) Section 7-13.1-110(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2023.

(2) The limited partnership is not required to amend its certificate of limited partnership to comply with § 7-13.1-201(b)(5).

(3) Sections 7-13.1-601 and 7-13.1-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2023.

(4) Section 7-13.1-603(4) does not apply.

(5) Section 7-13.1-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2023.

(6) Section 7-13.1-801(a)(3) does not apply and the connection between a person’s dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2023.

(d) With respect to a limited partnership that elects pursuant to subsection (a)(2) of this section to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership’s general partners to third parties apply:

(1) Before January 1, 2024, to:

(i) A third party that had not done business with the limited partnership in the year before the election took effect; and

(ii) A third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has been notified of the election; and

(2) On and after January 1, 2024, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subsection (d)(1)(ii) of this section.