2021 -- S 0674

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LC002208

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2021

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- THE RHODE

ISLAND LIMITED PARTNERSHIP ACT

     Introduced By: Senators Lombardi, and Coyne

     Date Introduced: March 18, 2021

     Referred To: Senate Judiciary

     It is enacted by the General Assembly as follows:

     SECTION 1. Title 7 of the General Laws entitled "CORPORATIONS, ASSOCIATIONS,

AND PARTNERSHIPS" is hereby amended by adding thereto the following chapter:

CHAPTER 13.1

THE RHODE ISLAND LIMITED PARTNERSHIP ACT

ARTICLE 1

GENERAL PROVISIONS

     7-13.1-101. Short title.

     This chapter shall be known and may be cited as the "Rhode Island Limited Partnership

Act".

     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) "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.

     (5) "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).

     (6) "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.

     (7) "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.

     (8) "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.

     (9) "Jurisdiction of formation" means the jurisdiction whose law governs the internal

affairs of an entity.

     (10) "Limited liability limited partnership", except in the phrase "foreign limited liability

limited partnership" and in article 11 of this chapter, means a limited partnership whose certificate

of limited partnership states that the partnership is a limited liability limited partnership.

     (11) "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.

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     (12) "Limited partnership", except in the phrase "foreign limited partnership" and in article

11 of this chapter, means an entity formed under this chapter or which becomes subject to this

chapter under article 11 of this chapter or § 7-13.1-112. The term includes a limited liability limited

partnership.

     (13) "Partner" means a limited partner or general partner.

     (14) "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.

     (15) "Person" means an individual, business corporation, nonprofit corporation,

partnership, limited partnership, limited liability company, general cooperative association, limited

cooperative association, unincorporated nonprofit association, 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.

     (16) "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.

     (17) "Property" means all property, whether real, personal, or mixed or tangible or

intangible, or any right or interest therein.

     (18) "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.

     (19) "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.

     (20) "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.

     (21) "Required information" means the information that a limited partnership is required

to maintain under § 7-13.1-108.

     (22) "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.

     (23) "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

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United States.

     (24) "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.

     (25) "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.

     (26) "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).

     7-13.1-103. Knowledge; Notice.

     (a) A person knows a fact if the person:

     (1) Has actual knowledge of it; or

     (2) Is deemed to know it under law other than this chapter.

     (b) A person has notice of a fact if the person:

     (1) Has reason to know the fact from all the facts known to the person at the time in

question; or

     (2) Is deemed to have notice of the fact under subsections (c) or (d) of this section.

     (c) A certificate of limited partnership on file in the office of the secretary of state is notice

that the partnership is a limited partnership and the persons designated in the certificate as general

partners are general partners. Except as otherwise provided in subsection (d) of this section, the

certificate is not notice of any other fact.

     (d) A person not a partner is deemed to have notice of:

     (1) A person's dissociation as a general partner ninety (90) days after an amendment to the

certificate of limited partnership which states that the other person has dissociated becomes

effective or ninety (90) days after a statement of dissociation pertaining to the other person becomes

effective, whichever occurs first;

     (2) A limited partnership's:

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     (i) Dissolution ninety (90) days after an amendment to the certificate of limited partnership

stating that the limited partnership is dissolved becomes effective;

     (ii) Termination ninety (90) days after a statement of termination under § 7-13.1-

802(b)(2)(vi) becomes effective; and

     (iii) Participation in a merger, interest exchange, conversion, or domestication, ninety (90)

days after articles of merger, interest exchange, conversion, or domestication under article 11 of

this chapter become effective.

     (e) Subject to § 7-13.1-210(f), a person notifies another person of a fact by taking steps

reasonably required to inform the other person in ordinary course, whether or not those steps cause

the other person to know the fact.

     (f) A general partner's knowledge or notice of a fact relating to the limited partnership is

effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on

the partnership committed by or with the consent of the general partner. A limited partner's

knowledge or notice of a fact relating to the partnership is not effective as knowledge of or notice

to the partnership.

     7-13.1-104. Governing law.

     The law of this state governs:

     (1) The internal affairs of a limited partnership; and

     (2) The liability of a partner as partner for a debt, obligation, or other liability of a limited

partnership.

     7-13.1-105. Partnership agreement; Scope, function, and limitations.

     (a) Except as otherwise provided in subsections (c) and (d) of this section, the partnership

agreement governs:

     (1) Relations among the partners as partners and between the partners and the limited

partnership;

     (2) The activities and affairs of the partnership and the conduct of those activities and

affairs; and

     (3) The means and conditions for amending the partnership agreement.

     (b) To the extent the partnership agreement does not provide for a matter described in

subsection (a) of this section, this chapter governs the matter.

     (c) A partnership agreement may not:

     (1) Vary the law applicable under § 7-13.1-104;

     (2) Vary a limited partnership's capacity under § 7-13.1-111 to sue and be sued in its own

name;

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     (3) Vary any requirement, procedure, or other provision of this chapter pertaining to:

     (i) Registered agents; or

     (ii) The secretary of state, including provisions pertaining to records authorized or required

to be delivered to the secretary of state for filing under this chapter;

     (4) Vary the provisions of § 7-13.1-204;

     (5) Vary the right of a general partner under § 7-13.1-406(b)(2) to vote on or consent to an

amendment to the certificate of limited partnership which deletes a statement that the limited

partnership is a limited liability limited partnership;

     (6) Alter or eliminate the duty of loyalty or the duty of care except as otherwise provided

in subsection (d) of this section;

     (7) Eliminate the contractual obligation of good faith and fair dealing under §§ 7-13.1-

305(a) and 7-13.1-409(d), but the partnership agreement may prescribe the standards, if not

manifestly unreasonable, by which the performance of the obligation is to be measured;

     (8) Relieve or exonerate a person from liability for conduct involving bad faith, willful or

intentional misconduct, or knowing violation of law;

     (9) Vary the information required under § 7-13.1-108 or unreasonably restrict the duties

and rights under §§ 7-13.1-304 or 7-13.1-407, but the partnership agreement may impose

reasonable restrictions on the availability and use of information obtained under those sections and

may define appropriate remedies, including liquidated damages, for a breach of any reasonable

restriction on use;

     (10) Vary the grounds for expulsion specified in § 7-13.1-603(5)(ii);

     (11) Vary the power of a person to dissociate as a general partner under § 7-13.1-604(a),

except to require that the notice under § 7-13.1-603(1) be in a record;

     (12) Vary the causes of dissolution specified in § 7-13.1-801(a)(6);

     (13) Vary the requirement to wind up the partnership's activities and affairs as specified in

§§ 7-13.1-802(a), (b)(1), and 7-13.1-802(d);

     (14) Unreasonably restrict the right of a partner to maintain an action under article 9 of this

chapter;

     (15) Vary the provisions of § 7-13.1-905, but the partnership agreement may provide that

the partnership may not have a special litigation committee;

     (16) Vary the right of a partner to approve a merger, interest exchange, conversion, or

domestication under §§ 7-13.1-11.23(a)(2), 7-13.1-11.33(a)(2), 7-13.1-11.43(a)(2), or 7-13.1-

11.53(a)(2);

     (17) Vary the required contents of a plan of merger under § 7-13.1-11.22(a), plan of interest

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exchange under § 7-13.1-11.32(a), plan of conversion under § 7-13.1-11.42(a), or plan of

domestication under § 7-13.1-11.52(a); or

     (18) Except as otherwise provided in §§ 7-13.1-106 and 7-13.1-107(b), restrict the rights

under this chapter of a person other than a partner.

     (d) Subject to subsection (c)(8) of this section, without limiting other terms that may be

included in a partnership agreement, the following rules apply:

     (1) The partnership agreement may:

     (i) Specify the method by which a specific act or transaction that would otherwise violate

the duty of loyalty may be authorized or ratified by one or more disinterested and independent

persons after full disclosure of all material facts; and

     (ii) Alter the prohibition in § 7-13.1-504(a)(2) so that the prohibition requires only that the

partnership's total assets not be less than the sum of its total liabilities.

     (2) If not manifestly unreasonable, the partnership agreement may:

     (i) Alter or eliminate the aspects of the duty of loyalty stated in § 7-13.1-409(b);

     (ii) Identify specific types or categories of activities that do not violate the duty of loyalty;

     (iii) Alter the duty of care, but may not authorize conduct involving bad faith, willful or

intentional misconduct, or knowing violation of law; and

     (iv) Alter or eliminate any other fiduciary duty.

     (e) The Providence County superior court shall decide as a matter of law whether a term of

a partnership agreement is manifestly unreasonable under subsection (c)(7) or (d)(2) of this section.

The Providence County superior court:

     (1) Shall make its determination as of the time the challenged term became part of the

partnership agreement and by considering only circumstances existing at that time; and

     (2) May invalidate the term only if, in light of the purposes, activities, and affairs of the

limited partnership, it is readily apparent that:

     (i) The objective of the term is unreasonable; or

     (ii) The term is an unreasonable means to achieve its objective.

     7-13.1-106. Partnership agreement -- Effect on limited partnership and person

becoming partner -- Preformation agreement.

     (a) A limited partnership is bound by and may enforce the partnership agreement, whether

or not the partnership has itself manifested assent to the agreement.

     (b) A person that becomes a partner is deemed to assent to the partnership agreement.

     (c) Two (2) or more persons intending to become the initial partners of a limited partnership

may make an agreement providing that upon the formation of the partnership the agreement will

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become the partnership agreement.

     7-13.1-107. Partnership agreement -- Effect on third parties and relationship to

records effective on behalf of limited partnership.

     (a) A partnership agreement may specify that its amendment requires the approval of a

person that is not a party to the agreement or the satisfaction of a condition. An amendment is

ineffective if its adoption does not include the required approval or satisfy the specified condition.

     (b) The obligations of a limited partnership and its partners to a person in the person's

capacity as a transferee or person dissociated as a partner are governed by the partnership

agreement. Subject only to a court order issued under § 7-13.1-703(b)(2) to effectuate a charging

order, an amendment to the partnership agreement made after a person becomes a transferee or is

dissociated as a partner:

     (1) Is effective with regard to any debt, obligation, or other liability of the partnership or

its partners to the person in the person's capacity as a transferee or person dissociated as a partner;

and

     (2) Is not effective to the extent the amendment imposes a new debt, obligation, or other

liability on the transferee or person dissociated as a partner.

     (c) If a record delivered by a limited partnership to the secretary of state for filing becomes

effective and contains a provision that would be ineffective under §§ 7-13.1-105(c) or 7-13.1-

105(d)(2) if contained in the partnership agreement, the provision is ineffective in the record.

     (d) Subject to subsection (c) of this section, if a record delivered by a limited partnership

to the secretary of state for filing becomes effective and conflicts with a provision of the partnership

agreement:

     (1) The agreement prevails as to partners, persons dissociated as partners, and transferees;

and

     (2) The record prevails as to other persons to the extent they reasonably rely on the record.

     7-13.1-108. Required information.

     A limited partnership shall maintain at its principal office the following information:

     (1) A current list showing the full name and last known street and mailing address of each

partner, separately identifying the general partners, in alphabetical order, and the limited partners,

in alphabetical order;

     (2) A copy of the initial certificate of limited partnership and all amendments to and

restatements of the certificate, together with signed copies of any powers of attorney under which

any certificate, amendment, or restatement has been signed;

     (3) A copy of any filed articles of merger, interest exchange, conversion, or domestication;

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     (4) A copy of the partnership's federal, state, and local income tax returns and reports, if

any, for the three (3) most recent years;

     (5) A copy of any partnership agreement made in a record and any amendment made in a

record to any partnership agreement;

     (6) A copy of any financial statement of the partnership for the three (3) most recent years;

     (7) A copy of the three (3) most recent annual reports delivered by the partnership to the

secretary of state pursuant to § 7-13.1-212;

     (8) A copy of any record made by the partnership during the past three (3) years of any

consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement;

and

     (9) Unless contained in a partnership agreement made in a record, a record stating:

     (i) A description and statement of the agreed value of contributions other than money made

and agreed to be made by each partner;

     (ii) The times at which, or events on the happening of which, any additional contributions

agreed to be made by each partner are to be made;

     (iii) For any person that is both a general partner and a limited partner, a specification of

what transferable interest the person owns in each capacity; and

     (iv) Any events upon the happening of which the partnership is to be dissolved and its

activities and affairs wound up.

     7-13.1-109. Dual capacity.

     A person may be both a general partner and a limited partner. A person that is both a general

and limited partner has the rights, powers, duties, and obligations provided by this chapter and the

partnership agreement in each of those capacities. When the person acts as a general partner, the

person is subject to the obligations, duties, and restrictions under this chapter and the partnership

agreement for general partners. When the person acts as a limited partner, the person is subject to

the obligations, duties, and restrictions under this chapter and the partnership agreement for limited

partners.

     7-13.1-110. Nature, purpose, and duration of limited partnership.

     (a) A limited partnership is an entity distinct from its partners. A limited partnership is the

same entity regardless of whether its certificate states that the limited partnership is a limited

liability limited partnership.

     (b) A limited partnership may have any lawful purpose, regardless of whether for profit.

     (c) A limited partnership has perpetual duration.

     7-13.1-111. Powers.

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     A limited partnership has the capacity to sue and be sued in the name of the partnership

and the power to do all things necessary or convenient to carry on the partnership's activities and

affairs.

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

     (a) Before the effective date of this chapter, this chapter governs only:

     (1) A limited partnership formed on or after the effective date of this chapter; and

     (2) Except as otherwise provided in subsections (c) and (d) of this section, a limited

partnership formed before the effective date of this chapter 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 the

effective date of this chapter, this chapter governs all limited partnerships.

     (c) With respect to a limited partnership formed before the effective date of this chapter,

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 the effective date of this chapter.

     (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 the effective date of this chapter.

     (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 the effective date of this chapter.

     (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 the effective date of this chapter.

     (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 the effective date, to:

     (i) A third party that had not done business with the limited partnership in the year before

the election took effect; and

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     (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 the effective date, 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.

     (e) The repeal of a prior act by this chapter does not impair, diminish or affect any right,

privilege or immunity accrued or established, any suit pending, any right of action conferred, or

any duty, restriction, liability or penalty imposed or required, under the provisions of the act, prior

to the repeal.

     7-13.1-113. Supplemental principles of law.

     Unless displaced by particular provisions of this chapter, the principles of law and equity

supplement this chapter.

     7-13.1-114. Permitted names.

     (a) The name of a limited partnership may contain the name of any partner.

     (b) The name of a limited partnership that is not a limited liability limited partnership must

contain the phrase "limited partnership" or the abbreviation "LP" or "L.P." and may not contain the

phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.".

     (c) The name of a limited liability limited partnership must contain the phrase "limited

liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the

abbreviation "LP" or "L.P.".

     (d) Except as otherwise provided in subsection (g) of this section, the name of a limited

partnership, and the name under which a foreign limited partnership may register to do business in

this state, must be distinguishable on the records of the secretary of state from any:

     (1) Name of an existing person whose formation required the filing of a record by the

secretary of state and which is not at the time administratively dissolved;

     (2) Name of a limited liability partnership whose statement of qualification is in effect;

     (3) Name under which a person is registered to do business in this state by the filing of a

record by the secretary of state;

     (4) Name reserved under § 7-13.1-115 or other law of this state providing for the

reservation of a name by the filing of a record by the secretary of state;

     (5) Name registered under § 7-13.1-116 or other law of this state providing for the

registration of a name by the filing of a record by the secretary of state; and

     (6) Name registered under §§ 7-16-9 or 7-1.2-402.

     (e) If a person consents in a record to the use of its name and submits an undertaking in a

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form satisfactory to the secretary of state to change its name to a name that is distinguishable on

the records of the secretary of state from any name in any category of names in subsection (d) of

this section, the name of the consenting person may be used by the person to which the consent

was given.

     (f) Except as otherwise provided in subsection (g) of this section, in determining whether

a name is the same as or not distinguishable on the records of the secretary of state from the name

of another person, words, phrases, or abbreviations indicating the type of person, such as

"corporation", "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.",

"professional association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.",

"limited liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",

"R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited liability

limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC", "L.L.C.",

"limited cooperative association", "limited cooperative", "LCA", or "L.C.A." may not be taken into

account.

     (g) A person may consent in a record to the use of a name that is not distinguishable on the

records of the secretary of state from its name except for the addition of a word, phrase, or

abbreviation indicating the type of person as provided in subsection (f) of this section. In such a

case, the person need not change its name pursuant to subsection (e) of this section.

     (h) The name of a limited liability partnership or foreign limited liability partnership may

not contain any obscene language, any language that indicates or implies the entity is connected or

associated with a government agency, or any language that implies the entity is organized for an

illegal or impermissible purpose.

     (i) A limited partnership or foreign limited partnership may use a name that is not

distinguishable from a name described in subsections (d)(1) through (d)(6) of this section if the

partnership delivers to the secretary of state a certified copy of a final judgment of a court of

competent jurisdiction establishing the right of the partnership to use the name in this state.

     7-13.1-115. Reservation of name.

     (a) A person may reserve the exclusive use of a name that complies with § 7-13.1-114 by

delivering an application to the secretary of state for filing. The application must state the name

and address of the applicant and the name to be reserved. If the secretary of state finds that the

name is available, the secretary of state shall reserve the name for the applicant's exclusive use for

one hundred twenty (120) days.

     (b) The owner of a reserved name may transfer the reservation to another person by

delivering to the secretary of state a signed notice in a record of the transfer which states the name

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and address of the person to which the reservation is being transferred.

     7-13.1-116. Registration of name.

     (a) A foreign limited partnership not registered to do business in this state under article 10

of this chapter may register its name, or an alternate name adopted pursuant to § 7-13.1-1006, if

the name is distinguishable on the records of the secretary of state from the names that are not

available under § 7-13.1-114.

     (b) To register its name or an alternate name adopted pursuant to § 7-13.1-1006, a foreign

limited partnership must deliver to the secretary of state for filing an application stating the

partnership's name, the jurisdiction and date of its formation, and any alternate name adopted

pursuant to § 7-13.1-1006. If the secretary of state finds that the name applied for is available, the

secretary of state shall register the name for the applicant's exclusive use.

     (c) The registration of a name under this section is effective for one year after the date of

registration.

     (d) A foreign limited partnership whose name registration is effective may renew the

registration for successive one-year periods by delivering, not earlier than three (3) months before

the expiration of the registration, to the secretary of state for filing a renewal application that

complies with this section. When filed, the renewal application renews the registration for a

succeeding one-year period.

     (e) A foreign limited partnership whose name registration is effective may register as a

foreign limited partnership under the registered name or consent in a signed record to the use of

that name by another person that is not an individual.

     7-13.1-117. Registered agent.

     (a) Each limited partnership and each registered foreign limited partnership shall designate

and maintain a registered agent in this state. The designation of a registered agent is an affirmation

of fact by the limited partnership or registered foreign limited partnership that the agent has

consented to serve.

     (b) A registered agent for a limited partnership or registered foreign limited partnership

must have a place of business in this state.

     (c) The only duties under this chapter of a registered agent that has complied with this

chapter are:

     (1) To forward to the limited partnership or registered foreign limited partnership at the

address most recently supplied to the agent by the partnership or foreign partnership any process,

notice, or demand pertaining to the partnership or foreign partnership which is served on or received

by the agent;

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     (2) If the registered agent resigns, to provide the notice required by § 7-13.1-119(c) to the

partnership or foreign partnership at the address most recently supplied to the agent by the

partnership or foreign partnership; and

     (3) To keep current the information with respect to the agent in the certificate of limited

partnership.

     7-13.1-118. Change of registered agent or address for registered agent by limited

partnership.

     (a) A limited partnership or registered foreign limited partnership may change its registered

agent or the address of its registered agent by delivering to the secretary of state for filing a

statement of change that states:

     (1) The name of the partnership or foreign partnership; and

     (2) The information that is to be in effect as a result of the filing of the statement of change.

     (b) The general or limited partners of a limited partnership need not approve the delivery

to the secretary of state for filing of:

     (1) A statement of change under this section; or

     (2) A similar filing changing the registered agent or registered office, if any, of the

partnership in any other jurisdiction.

     (c) A statement of change under this section designating a new registered agent is an

affirmation of fact by the limited partnership or registered foreign limited partnership that the agent

has consented to serve.

     (d) As an alternative to using the procedure in this section, a limited partnership may amend

its certificate of limited partnership.

     7-13.1-119. Resignation of registered agent.

     (a) A registered agent may resign as an agent for a limited partnership or registered foreign

limited partnership by delivering to the secretary of state for filing a statement of resignation that

states:

     (1) The name of the partnership or foreign partnership;

     (2) The name of the agent;

     (3) That the agent resigns from serving as registered agent for the partnership or foreign

partnership; and

     (4) The address of the partnership or foreign partnership to which the agent will send the

notice required by subsection (c) of this section.

     (b) A statement of resignation takes effect on the earlier of:

     (1) The thirty-first day after the day on which it is filed by the secretary of state; or

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     (2) The designation of a new registered agent for the limited partnership or registered

foreign limited partnership.

     (c) A registered agent promptly shall furnish to the limited partnership or registered foreign

limited partnership notice in a record of the date on which a statement of resignation was filed.

     (d) When a statement of resignation takes effect, the registered agent ceases to have

responsibility under this chapter for any matter thereafter tendered to it as agent for the limited

partnership or registered foreign limited partnership. The resignation does not affect any contractual

rights the partnership or foreign partnership has against the agent or that the agent has against the

partnership or foreign partnership.

     (e) A registered agent may resign with respect to a limited partnership or registered foreign

limited partnership whether or not the partnership or foreign partnership is in good standing.

     7-13.1-120. Change of name or address by registered agent.

     (a) If a registered agent changes its name or address, the agent may deliver to the secretary

of state for filing a statement of change that states:

     (1) The name of the limited partnership or registered foreign limited partnership

represented by the registered agent;

     (2) The name of the agent as currently shown in the records of the secretary of state for the

partnership or foreign partnership;

     (3) If the name of the agent has changed, its new name; and

     (4) If the address of the agent has changed, its new address.

     (b) A registered agent promptly shall furnish notice to the represented limited partnership

or registered foreign limited partnership of the filing by the secretary of state of the statement of

change and the changes made by the statement.

     7-13.1-121. Service of process, notice, or demand.

     (a) A limited partnership or registered foreign limited partnership may be served with any

process, notice, or demand required or permitted by law by serving its registered agent.

     (b) If a limited partnership or registered foreign limited partnership ceases to have a

registered agent, or if its registered agent cannot with reasonable diligence be served, the

partnership or foreign partnership may be served by registered or certified mail, return receipt

requested, or by similar commercial delivery service, addressed to the partnership or foreign

partnership at its principal office. The address of the principal office must be as shown in the

partnership's or foreign partnership's most recent annual report filed by the secretary of state.

Service is effected under this subsection on the earliest of:

     (1) The date the partnership or foreign partnership receives the mail or delivery by the

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commercial delivery service;

     (2) The date shown on the return receipt, if signed by the partnership or foreign partnership;

or

     (3) Five (5) days after its deposit with the United States Postal Service, or with the

commercial delivery service, if correctly addressed and with sufficient postage or payment.

     (c) If process, notice, or demand cannot be served on a limited partnership or registered

foreign limited partnership pursuant to subsections (a) or (b) of this section, service may be made

by handing a copy to the individual in charge of any regular place of business or activity of the

partnership or foreign partnership if the individual served is not a plaintiff in the action.

     (d) Service of process, notice, or demand on a registered agent must be in a written record.

     (e) Service of process, notice, or demand may be made by other means under law other

than this chapter.

     7-13.1-122. Delivery of record.

     (a) Except as otherwise provided in this chapter, permissible means of delivery of a record

include delivery by hand, mail, conventional commercial practice, and electronic transmission.

     (b) Delivery to the secretary of state is effective only when a record is received by the

secretary of state.

     7-13.1-123. Reservation of power to amend or repeal.

     The legislature of this state has power to amend or repeal all or part of this chapter at any

time, and all limited partnerships and foreign limited partnerships subject to this chapter are

governed by the amendment or repeal.

ARTICLE 2

FORMATION -- CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER

FILINGS

     7-13.1-201. Formation of limited partnership -- Certificate of limited partnership.

     (a) To form a limited partnership, a person must deliver a certificate of limited partnership

to the secretary of state for filing.

     (b) A certificate of limited partnership must state:

     (1) The name of the limited partnership, which must comply with § 7-13.1-114;

     (2) The street and mailing addresses of the partnership's principal office;

     (3) The name and street and mailing addresses in this state of the partnership's registered

agent;

     (4) The name and street and mailing addresses of each general partner; and

     (5) Whether the limited partnership is a limited liability limited partnership.

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     (c) A certificate of limited partnership may contain statements as to matters other than those

required by subsection (b) of this section, but may not vary or otherwise affect the provisions

specified in §§ 7-13.1-105(c) and 7-13.1-105(d) in a manner inconsistent with that section.

     (d) A limited partnership is formed when:

     (1) The certificate of limited partnership becomes effective;

     (2) At least two (2) persons have become partners;

     (3) At least one person has become a general partner; and

     (4) At least one person has become a limited partner.

     7-13.1-202. Amendment or restatement of certificate of limited partnership.

     (a) A certificate of limited partnership may be amended or restated at any time.

     (b) To amend its certificate of limited partnership, a limited partnership must deliver to the

secretary of state for filing an amendment stating:

     (1) The name of the partnership;

     (2) The date of filing of its initial certificate; and

     (3) The text of the amendment.

     (c) To restate its certificate of limited partnership, a limited partnership must deliver to the

secretary of state for filing a restatement, designated as such in its heading.

     (d) A limited partnership shall promptly deliver to the secretary of state for filing an

amendment to a certificate of limited partnership to reflect:

     (1) The admission of a new general partner;

     (2) The dissociation of a person as a general partner; or

     (3) The appointment of a person to wind up the limited partnership's activities and affairs

under §§ 7-13.1-802(c) or 7-13.1-802(d).

     (e) If a general partner knows that any information in a filed certificate of limited

partnership was inaccurate when the certificate was filed or has become inaccurate due to changed

circumstances, the general partner shall promptly:

     (1) Cause the certificate to be amended; or

     (2) If appropriate, deliver to the secretary of state for filing a statement of change under §

7-13.1-118 or a statement of correction under § 7-13.1-209.

     7-13.1-203. Signing of records to be delivered for filing to secretary of state.

     (a) A record delivered to the secretary of state for filing pursuant to this chapter must be

signed as follows:

     (1) An initial certificate of limited partnership must be signed by all general partners listed

in the certificate.

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     (2) An amendment to the certificate of limited partnership adding or deleting a statement

that the limited partnership is a limited liability limited partnership must be signed by all general

partners listed in the certificate.

     (3) An amendment to the certificate of limited partnership designating as general partner a

person admitted under § 7-13.1-801(a)(3)(ii) following the dissociation of a limited partnership's

last general partner must be signed by that person.

     (4) An amendment to the certificate of limited partnership required by § 7-13.1-802(c)

following the appointment of a person to wind up the dissolved limited partnership's activities and

affairs must be signed by that person.

     (5) Any other amendment to the certificate of limited partnership must be signed by:

     (i) At least one general partner listed in the certificate;

     (ii) Each person designated in the amendment as a new general partner; and

     (iii) Each person that the amendment indicates has dissociated as a general partner, unless:

     (A) The person is deceased or a guardian or general conservator has been appointed for the

person and the amendment so states; or

     (B) The person has previously delivered to the secretary of state for filing a statement of

dissociation.

     (6) A restated certificate of limited partnership must be signed by at least one general

partner listed in the certificate, and, to the extent the restated certificate effects a change under any

other subsection of this section, the certificate must be signed in a manner that satisfies that

paragraph.

     (7) A statement of termination must be signed by all general partners listed in the certificate

of limited partnership or, if the certificate of a dissolved limited partnership lists no general

partners, by the person appointed pursuant to §§ 7-13.1-802(c) or 7-13.1-802(d) to wind up the

dissolved limited partnership's activities and affairs.

     (8) Any other record delivered by a limited partnership to the secretary of state for filing

must be signed by at least one general partner listed in the certificate of limited partnership.

     (9) A statement by a person pursuant to § 7-13.1-605(a)(3) stating that the person has

dissociated as a general partner must be signed by that person.

     (10) A statement of negation by a person pursuant to § 7-13.1-306 must be signed by that

person.

     (11) Any other record delivered on behalf of a person to the secretary of state for filing

must be signed by that person.

     (b) Any record delivered for filing under this chapter may be signed by an agent. Whenever

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this chapter requires a particular individual to sign a record and the individual is deceased or

incompetent, the record may be signed by a legal representative of the individual.

     (c) A person that signs a record as an agent or legal representative thereby affirms as a fact

that the person is authorized to sign the record.

     7-13.1-204. Signing and filing pursuant to judicial order.

     (a) If a person required by this chapter to sign a record or deliver a record to the secretary

of state for filing under this chapter does not do so, any other person that is aggrieved may petition

the superior court to order:

     (1) The person to sign the record;

     (2) The person to deliver the record to the secretary of state for filing; or

     (3) The secretary of state to file the record unsigned.

     (b) If a petitioner under subsection (a) of this section is not the limited partnership or

foreign limited partnership to which the record pertains, the petitioner shall make the partnership

or foreign partnership a party to the action.

     (c) A record filed under subsection (a)(3) of this section is effective without being signed.

     7-13.1-205. Liability for inaccurate information in filed record.

     (a) If a record delivered to the secretary of state for filing under this chapter and filed by

the secretary of state contains inaccurate information, a person that suffers loss by reliance on the

information may recover damages for the loss from:

     (1) A person that signed the record, or caused another to sign it on the person's behalf, and

knew the information to be inaccurate at the time the record was signed; and

     (2) A general partner if:

     (i) The record was delivered for filing on behalf of the partnership; and

     (ii) The general partner knew or had notice of the inaccuracy for a reasonably sufficient

time before the information was relied upon so that, before the reliance, the general partner

reasonably could have:

     (A) Effected an amendment under § 7-13.1-202;

     (B) Filed a petition under § 7-13.1-204; or

     (C) filed with the secretary of state a statement of change under § 7-13.1-118 or a statement

of correction under § 7-13.1-209.

     (b) An individual who signs a record authorized or required to be filed under this chapter

affirms under penalty of perjury that the information stated in the record is accurate.

     7-13.1-206. Filing requirements.

     (a) To be filed by the secretary of state pursuant to this chapter, a record must be received

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by the secretary of state, must comply with this chapter, and satisfy the following:

     (1) The filing of the record must be required or permitted by this chapter.

     (2) The record must be physically delivered in written form unless and to the extent the

secretary of state permits electronic delivery of records.

     (3) The words in the record must be in English, and numbers must be in Arabic or Roman

numerals, but the name of an entity need not be in English if written in English letters or Arabic or

Roman numerals.

     (4) The record must be signed by a person authorized or required under this chapter to sign

the record.

     (5) The record must state the name and capacity, if any, of each individual who signed it,

either on behalf of the individual or the person authorized or required to sign the record, but need

not contain a seal, attestation, acknowledgment, or verification.

     (b) If law other than this chapter prohibits the disclosure by the secretary of state of

information contained in a record delivered to the secretary of state for filing, the secretary of state

shall file the record if the record otherwise complies with this chapter but may redact the

information.

     (c) When a record is delivered to the secretary of state for filing, any fee required under

this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other

than this chapter must be paid in a manner permitted by the secretary of state or by that law.

     (d) The secretary of state may require that a record delivered in written form be

accompanied by an identical or conformed copy.

     (e) The secretary of state may provide forms for filings required or permitted to be made

by this chapter, but, except as otherwise provided in subsection (f) of this section, their use is not

required.

     (f) The secretary of state may require that a cover sheet for a filing be on a form prescribed

by the secretary of state.

     7-13.1-207. Effective date and time.

     Except as otherwise provided in § 7-13.1-208 and subject to § 7-13.1-209(d), a record filed

under this chapter is effective:

     (1) On the date and at the time of its filing by the secretary of state, as provided in § 7-

13.1-210(b);

     (2) On the date of filing and at the time specified in the record as its effective time, if later

than the time under subsection (1) of this section;

     (3) At a specified delayed effective date and time, which may not be more than ninety (90)

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days after the date of filing; or

     (4) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the

date specified, which may not be more than ninety (90) days after the date of filing.

     7-13.1-208. Withdrawal of filed record before effectiveness.

     (a) Except as otherwise provided in §§ 7-13.1-11.24, 7-13.1-11.34, 7-13.1-11.44, and 7-

13.1-11.54, a record delivered to the secretary of state for filing may be withdrawn before it takes

effect by delivering to the secretary of state for filing a statement of withdrawal.

     (b) A statement of withdrawal must:

     (1) Be signed by each person that signed the record being withdrawn, except as otherwise

agreed by those persons;

     (2) Identify the record to be withdrawn; and

     (3) If signed by fewer than all the persons that signed the record being withdrawn, state

that the record is withdrawn in accordance with the agreement of all the persons that signed the

record.

     (c) On filing by the secretary of state of a statement of withdrawal, the action or transaction

evidenced by the original record does not take effect.

     7-13.1-209. Correcting filed record.

     (a) A person on whose behalf a filed record was delivered to the secretary of state for filing

may correct the record if:

     (1) The record at the time of filing was inaccurate;

     (2) The record was defectively signed; or

     (3) The electronic transmission of the record to the secretary of state was defective.

     (b) To correct a filed record, a person on whose behalf the record was delivered to the

secretary of state must deliver to the secretary of state for filing a statement of correction.

     (c) A statement of correction:

     (1) May not state a delayed effective date;

     (2) Must be signed by the person correcting the filed record;

     (3) Must identify the filed record to be corrected;

     (4) Must specify the inaccuracy or defect to be corrected; and

     (5) Must correct the inaccuracy or defect.

     (d) A statement of correction is effective as of the effective date of the filed record that it

corrects except for purposes of § 7-13.1-103(d) and as to persons relying on the uncorrected filed

record and adversely affected by the correction. For those purposes and as to those persons, the

statement of correction is effective when filed.

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     7-13.1-210. Duty of secretary of state to file -- Review of refusal to file -- Delivery of

record by secretary of state.

     (a) The secretary of state shall file a record delivered to the secretary of state for filing

which satisfies this chapter. The duty of the secretary of state under this section is ministerial.

     (b) When the secretary of state files a record, the secretary of state shall record it as filed

on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver

to the person that submitted the record a copy of the record with an acknowledgment of the date

and time of filing.

     (c) If the secretary of state refuses to file a record, the secretary of state shall, not later than

fifteen (15) business days after the record is delivered:

     (1) Return the record or notify the person that submitted the record of the refusal; and

     (2) Provide a brief explanation in a record of the reason for the refusal.

     (d) If the secretary of state refuses to file a record, the person that submitted the record may

petition the superior court to compel filing of the record. The record and the explanation of the

secretary of state of the refusal to file must be attached to the petition. The court may decide the

matter in a summary proceeding.

     (e) The filing of or refusal to file a record does not:

     (1) Affect the validity or invalidity of the record in whole or in part; or

     (2) Create a presumption that the information contained in the record is correct or incorrect.

     (f) Except as otherwise provided by § 7-13.1-121 or by law other than this chapter, the

secretary of state may deliver any record to a person by delivering it:

     (1) In person to the person that submitted it;

     (2) To the address of the person's registered agent;

     (3) To the principal office of the person; or

     (4) To another address the person provides to the secretary of state for delivery.

     7-13.1-211. Certificate of good standing or registration.

     (a) On request of any person, the secretary of state shall issue a certificate of good standing

for a limited partnership or a certificate of registration for a registered foreign limited partnership.

     (b) A certificate under subsection (a) of this section must state:

     (1) The limited partnership's name or the registered foreign limited partnership's name used

in this state;

     (2) In the case of a limited partnership:

     (i) That a certificate of limited partnership has been filed and has taken effect;

     (ii) The date the certificate became effective;

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     (iii) The period of the partnership's duration if the records of the secretary of state reflect

that its period of duration is less than perpetual; and

     (iv) That:

     (A) No statement of administrative dissolution, or statement of termination has been filed;

     (B) The records of the secretary to state do not otherwise reflect that the partnership has

been dissolved or terminated; and

     (C) A proceeding is not pending under § 7-13.1-811;

     (3) In the case of a registered foreign limited partnership, that it is registered to do business

in this state;

     (4) That all fees, taxes, interest, and penalties owed to this state by the limited partnership

or the foreign partnership and collected through the secretary of state have been paid, if:

     (i) Payment is reflected in the records of the secretary of state; and

     (ii) Nonpayment affects the good standing or registration of the partnership or foreign

partnership;

     (5) That the most recent annual report required by § 7-13.1-212 has been delivered to the

secretary of state for filing; and

     (6) Other facts reflected in the records of the secretary of state pertaining to the limited

partnership or foreign limited partnership which the person requesting the certificate reasonably

requests.

     (c) Subject to any qualification stated in the certificate, a certificate issued by the secretary

of state under subsection (a) of this section may be relied on as conclusive evidence of the facts

stated in the certificate.

     7-13.1-212. Annual report for secretary of state.

     (a) A limited partnership or registered foreign limited partnership shall deliver to the

secretary of state for filing an annual report that states:

     (1) The name of the partnership or foreign partnership;

     (2) The name and street and mailing addresses of its registered agent in this state;

     (3) The street and mailing addresses of its principal office;

     (4) The name of at least one general partner; and

     (5) In the case of a foreign partnership, its jurisdiction of formation and any alternate name

adopted under § 7-13.1-1006(a).

     (b) Information in the annual report must be current as of the date the report is signed by

the limited partnership or registered foreign limited partnership.

     (c) The first annual report must be delivered to the secretary of state for filing after January

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1 and before April 1 of the year following the calendar year in which the limited partnership's

certificate of limited partnership became effective or the registered foreign limited partnership

registered to do business in this state. Subsequent annual reports must be delivered to the secretary

of state for filing after January 1 and before April 1 of each calendar year thereafter.

     (d) If an annual report does not contain the information required by this section, the

secretary of state promptly shall notify the reporting limited partnership or registered foreign

limited partnership in a record and return the report for correction.

     (e) If an annual report contains the name or address of a registered agent which differs from

the information shown in the records of the secretary of state immediately before the report

becomes effective, the differing information is considered a statement of change under § 7-13.1-

118.

ARTICLE 3

LIMITED PARTNERS

     7-13.1-301. Becoming limited partner.

     (a) Upon formation of a limited partnership, a person becomes a limited partner as agreed

among the persons that are to be the initial partners.

     (b) After formation, a person becomes a limited partner:

     (1) As provided in the partnership agreement;

     (2) As the result of a transaction effective under article 11 of this chapter;

     (3) With the affirmative vote or consent of all the partners; or

     (4) As provided in §§ 7-13.1-801(a)(4) or 7-13.1-801(a)(5).

     (c) A person may become a limited partner without:

     (1) Acquiring a transferable interest; or

     (2) Making or being obligated to make a contribution to the limited partnership.

     7-13.1-302. No agency power of limited partner as limited partner.

     (a) A limited partner is not an agent of a limited partnership solely by reason of being a

limited partner.

     (b) A person's status as a limited partner does not prevent or restrict law other than this

chapter from imposing liability on a limited partnership because of the person's conduct.

     7-13.1-303. No liability as limited partner for limited partnership obligations.

     (a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation,

or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly,

by way of contribution or otherwise, for a debt, obligation, or other liability of the partnership solely

by reason of being or acting as a limited partner, even if the limited partner participates in the

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management and control of the limited partnership. This subsection applies regardless of the

dissolution of the partnership.

     (b) The failure of a limited partnership to observe formalities relating to the exercise of its

powers or management of its activities and affairs is not a ground for imposing liability on a limited

partner for a debt, obligation, or other liability of the partnership.

     7-13.1-304. Rights to information of limited partner and person dissociated as limited

partner.

     (a) On ten (10) days' demand, made in a record received by the limited partnership, a

limited partner may inspect and copy required information during regular business hours in the

limited partnership's principal office. The limited partner need not have any particular purpose for

seeking the information.

     (b) During regular business hours and at a reasonable location specified by the limited

partnership, a limited partner may inspect and copy information regarding the activities, affairs,

financial condition, and other circumstances of the limited partnership as is just and reasonable if:

     (1) The limited partner seeks the information for a purpose reasonably related to the

partner's interest as a limited partner;

     (2) The limited partner makes a demand in a record received by the limited partnership,

describing with reasonable particularity the information sought and the purpose for seeking the

information; and

     (3) The information sought is directly connected to the limited partner's purpose.

     (c) Not later than ten (10) days after receiving a demand pursuant to subsection (b) of this

section, the limited partnership shall inform in a record the limited partner that made the demand

of:

     (1) What information the partnership will provide in response to the demand and when and

where the partnership will provide the information; and

     (2) The partnership's reasons for declining, if the partnership declines to provide any

demanded information.

     (d) Whenever this chapter or a partnership agreement provides for a limited partner to vote

on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld,

the limited partnership shall, without demand, provide the limited partner with all information that

is known to the partnership and is material to the limited partner's decision.

     (e) Subject to subsection (j) of this section, on ten (10) days' demand made in a record

received by a limited partnership, a person dissociated as a limited partner may have access to

information to which the person was entitled while a limited partner if:

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     (1) The information pertains to the period during which the person was a limited partner;

     (2) The person seeks the information in good faith; and

     (3) The person satisfies the requirements imposed on a limited partner by subsection (b) of

this section.

     (f) A limited partnership shall respond to a demand made pursuant to subsection (e) of this

section in the manner provided in subsection (c) of this section.

     (g) A limited partnership may charge a person that makes a demand under this section

reasonable costs of copying, limited to the costs of labor and material.

     (h) A limited partner or person dissociated as a limited partner may exercise the rights

under this section through an agent or, in the case of an individual under legal disability, a legal

representative. Any restriction or condition imposed by the partnership agreement or under

subsection (j) of this section applies both to the agent or legal representative and to the limited

partner or person dissociated as a limited partner.

     (i) Subject to § 7-13.1-704, the rights under this section do not extend to a person as

transferee.

     (j) In addition to any restriction or condition stated in its partnership agreement, a limited

partnership, as a matter within the ordinary course of its activities and affairs, may impose

reasonable restrictions and conditions on access to and use of information to be furnished under

this section, including designating information confidential and imposing nondisclosure and

safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction

under this subsection, the partnership has the burden of proving reasonableness.

     7-13.1-305. Limited duties of limited partners.

     (a) A limited partner shall discharge any duties to the partnership and the other partners

under the partnership agreement and exercise any rights under this chapter or the partnership

agreement consistently with the contractual obligation of good faith and fair dealing.

     (b) Except as otherwise provided in subsection (a) of this section, a limited partner does

not have any duty to the limited partnership or to any other partner solely by reason of acting as a

limited partner.

     (c) If a limited partner enters into a transaction with a limited partnership, the limited

partner's rights and obligations arising from the transaction are the same as those of a person that

is not a partner.

     7-13.1-306. Person erroneously believing self to be limited partner.

     (a) Except as otherwise provided in subsection (b) of this section, a person that makes an

investment in a business enterprise and erroneously but in good faith believes that the person has

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become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of

making the investment, receiving distributions from the enterprise, or exercising any rights of or

appropriate to a limited partner, if, on ascertaining the mistake, the person:

     (1) Causes an appropriate certificate of limited partnership, amendment, or statement of

correction to be signed and delivered to the secretary of state for filing; or

     (2) Withdraws from future participation as an owner in the enterprise by signing and

delivering to the secretary of state for filing a statement of negation under this section.

     (b) A person that makes an investment described in subsection (a) of this section is liable

to the same extent as a general partner to any third party that enters into a transaction with the

enterprise, believing in good faith that the person is a general partner, before the secretary of state

files a statement of negation, certificate of limited partnership, amendment, or statement of

correction to show that the person is not a general partner.

     (c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) of this

section and is unable to cause the appropriate certificate of limited partnership, amendment, or

statement of correction to be signed and delivered to the secretary of state for filing, the person has

the right to withdraw from the enterprise pursuant to subsection (a)(2) of this section even if the

withdrawal would otherwise breach an agreement with others that are or have agreed to become

co-owners of the enterprise.

ARTICLE 4

GENERAL PARTNERS

     7-13.1-401. Becoming general partner.

     (a) Upon formation of a limited partnership, a person becomes a general partner as agreed

among the persons that are to be the initial partners.

     (b) After formation of a limited partnership, a person becomes a general partner:

     (1) As provided in the partnership agreement;

     (2) As the result of a transaction effective under article 11 of this chapter;

     (3) With the affirmative vote or consent of all the partners; or

     (4) As provided in § 7-13.1-801(a)(3)(ii).

     (c) A person may become a general partner without:

     (1) Acquiring a transferable interest; or

     (2) Making or being obligated to make a contribution to the partnership.

     7-13.1-402. General partner agent of limited partnership.

     (a) Each general partner is an agent of the limited partnership for the purposes of its

activities and affairs. An act of a general partner, including the signing of a record in the

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partnership's name, for apparently carrying on in the ordinary course the partnership's activities and

affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless

the general partner did not have authority to act for the partnership in the particular matter and the

person with which the general partner was dealing knew or had notice that the general partner

lacked authority.

     (b) An act of a general partner which is not apparently for carrying on in the ordinary course

the limited partnership's activities and affairs or activities and affairs of the kind carried on by the

partnership binds the partnership only if the act was actually authorized by all the other partners.

     7-13.1-403. 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 partnership or with the actual or apparent

authority of the partnership.

     (b) If, in the course of a limited partnership's activities and affairs or while acting with

actual or apparent authority of the partnership, a general partner receives or causes the partnership

to receive money or property of a person not a partner, and the money or property is misapplied by

a general partner, the partnership is liable for the loss.

     7-13.1-404. General partner's liability.

     (a) Except as otherwise provided in subsections (b) and (c) of this section, all general

partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited

partnership unless otherwise agreed by the claimant or provided by law.

     (b) A person that becomes a general partner is not personally liable for a debt, obligation,

or other liability of the limited partnership incurred before the person became a general partner.

     (c) A debt, obligation, or other liability of a limited partnership incurred while the

partnership is a limited liability limited partnership is solely the debt, obligation, or other liability

of the limited liability limited partnership. A general partner is not personally liable, directly or

indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited

liability limited partnership solely by reason of being or acting as a general partner. This subsection

applies:

     (1) Despite anything inconsistent in the partnership agreement that existed immediately

before the vote or consent required to become a limited liability limited partnership under § 7-13.1-

406(b)(2); and

     (2) Regardless of the dissolution of the partnership.

     (d) The failure of a limited liability limited partnership to observe formalities relating to

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the exercise of its powers or management of its activities and affairs is not a ground for imposing

liability on a general partner for a debt, obligation, or other liability of the partnership.

     (e) An amendment of a certificate of limited partnership which deletes a statement that the

limited partnership is a limited liability limited partnership does not affect the limitation in this

section on the liability of a general partner for a debt, obligation, or other liability of the limited

partnership incurred before the amendment became effective.

     7-13.1-405. Actions by and against partnership and partners.

     (a) To the extent not inconsistent with § 7-13.1-404, a general partner may be joined in an

action against the limited partnership or named in a separate action.

     (b) A judgment against a limited partnership is not by itself a judgment against a general

partner. A judgment against a partnership may not be satisfied from a general partner's assets unless

there is also a judgment against the general partner.

     (c) A judgment creditor of a general partner may not levy execution against the assets of

the general partner to satisfy a judgment based on a claim against the limited partnership, unless

the partner is personally liable for the claim under § 7-13.1-404 and:

     (1) A judgment based on the same claim has been obtained against the limited partnership

and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

     (2) The partnership is a debtor in bankruptcy;

     (3) The general partner has agreed that the creditor need not exhaust partnership assets;

     (4) A court grants permission to the judgment creditor to levy execution against the assets

of a general partner based on a finding that partnership assets subject to execution are clearly

insufficient to satisfy the judgment, that exhaustion of assets is excessively burdensome, or that the

grant of permission is an appropriate exercise of the court's equitable powers; or

     (5) Liability is imposed on the general partner by law or contract independent of the

existence of the partnership.

     7-13.1-406. Management rights of general partner.

     (a) Each general partner has equal rights in the management and conduct of the limited

partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating

to the activities and affairs of the partnership is decided exclusively by the general partner or, if

there is more than one general partner, by a majority of the general partners.

     (b) The affirmative vote or consent of all the partners is required to:

     (1) Amend the partnership agreement;

     (2) Amend the certificate of limited partnership to add or delete a statement that the limited

partnership is a limited liability limited partnership; and

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     (3) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited

partnership's property, with or without the good will, other than in the usual and regular course of

the limited partnership's activities and affairs.

     (c) A limited partnership shall reimburse a general partner for an advance to the partnership

beyond the amount of capital the general partner agreed to contribute.

     (d) A payment or advance made by a general partner which gives rise to a limited

partnership obligation under subsection (c) of this section or § 7-13.1-408(a) constitutes a loan to

the limited partnership which accrues interest from the date of the payment or advance.

     (e) A general partner is not entitled to remuneration for services performed for the limited

partnership.

     7-13.1-407. Rights to information of general partner and person dissociated as general

partner.

     (a) A general partner may inspect and copy required information during regular business

hours in the limited partnership's principal office, without having any particular purpose for seeking

the information.

     (b) On reasonable notice, a general partner may inspect and copy during regular business

hours, at a reasonable location specified by the limited partnership, any record maintained by the

partnership regarding the partnership's activities, affairs, financial condition, and other

circumstances, to the extent the information is material to the general partner's rights and duties

under the partnership agreement or this chapter.

     (c) A limited partnership shall furnish to each general partner:

     (1) Without demand, any information concerning the partnership's activities, affairs,

financial condition, and other circumstances which the partnership knows and is material to the

proper exercise of the general partner's rights and duties under the partnership agreement or this

chapter, except to the extent the partnership can establish that it reasonably believes the general

partner already knows the information; and

     (2) On demand, any other information concerning the partnership's activities, affairs,

financial condition, and other circumstances, except to the extent the demand or the information

demanded is unreasonable or otherwise improper under the circumstances.

     (d) The duty to furnish information under subsection (c) of this section also applies to each

general partner to the extent the general partner knows any of the information described in

subsection (b) of this section.

     (e) Subject to subsection (j) of this section, on ten (10) days' demand made in a record

received by a limited partnership, a person dissociated as a general partner may have access to the

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information and records described in subsections (a) and (b) of this section at the locations specified

in those subsections if:

     (1) The information or record pertains to the period during which the person was a general

partner;

     (2) The person seeks the information or record in good faith; and

     (3) The person satisfies the requirements imposed on a limited partner by § 7-13.1-304(b).

     (f) A limited partnership shall respond to a demand made pursuant to subsection (e) of this

section in the manner provided in § 7-13.1-304(c).

     (g) A limited partnership may charge a person that makes a demand under this section the

reasonable costs of copying, limited to the costs of labor and material.

     (h) A general partner or person dissociated as a general partner may exercise the rights

under this section through an agent or, in the case of an individual under legal disability, a legal

representative. Any restriction or condition imposed by the partnership agreement or under

subsection (j) of this section applies both to the agent or legal representative and to the general

partner or person dissociated as a general partner.

     (i) The rights under this section do not extend to a person as transferee, but if:

     (1) A general partner dies, § 7-13.1-704 applies; and

     (2) An individual dissociates as a general partner under §§ 7-13.1-603(6)(ii) or 7-13.1-

603(6)(iii), the legal representative of the individual may exercise the rights under subsection (c)

of this section of a person dissociated as a general partner.

     (j) In addition to any restriction or condition stated in its partnership agreement, a limited

partnership, as a matter within the ordinary course of its activities and affairs, may impose

reasonable restrictions and conditions on access to and use of information to be furnished under

this section, including designating information confidential and imposing nondisclosure and

safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction

under this subsection, the partnership has the burden of proving reasonableness.

     7-13.1-408. Reimbursement -- Indemnification -- Advancement -- Insurance.

     (a) A limited partnership shall reimburse a general partner for any payment made by the

general partner in the course of the general partner's activities on behalf of the partnership, if the

general partner complied with §§ 7-13.1-406, 7-13.1-409, and 7-13.1-504 in making the payment.

     (b) A limited partnership shall indemnify and hold harmless a person with respect to any

claim or demand against the person and any debt, obligation, or other liability incurred by the

person by reason of the person's former or present capacity as a general partner, if the claim,

demand, debt, obligation, or other liability does not arise from the person's breach of §§ 7-13.1-

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406, 7-13.1-409, or 7-13.1-504.

     (c) In the ordinary course of its activities and affairs, a limited partnership may advance

reasonable expenses, including attorneys' fees and costs, incurred by a person in connection with a

claim or demand against the person by reason of the person's former or present capacity as a general

partner, if the person promises to repay the partnership if the person ultimately is determined not

to be entitled to be indemnified under subsection (b) of this section.

     (d) A limited partnership may purchase and maintain insurance on behalf of a general

partner against liability asserted against or incurred by the general partner in that capacity or arising

from that status even if, under § 7-13.1-105(c)(8), the partnership agreement could not eliminate or

limit the person's liability to the partnership for the conduct giving rise to the liability.

     7-13.1-409. Standards of conduct for general partners.

     (a) A general partner owes to the limited partnership and, subject to § 7-13.1-901, the other

partners the duties of loyalty and care stated in subsections (b) and (c) of this section.

     (b) The fiduciary duty of loyalty of a general partner includes the duties:

     (1) To account to the limited partnership and hold as trustee for it any property, profit, or

benefit derived by the general partner:

     (i) In the conduct or winding up of the partnership's activities and affairs;

     (ii) From a use by the general partner of the partnership's property; or

     (iii) From the appropriation of a partnership opportunity;

     (2) To refrain from dealing with the partnership in the conduct or winding up of the

partnership's activities and affairs as or on behalf of a person having an interest adverse to the

partnership; and

     (3) To refrain from competing with the partnership in the conduct or winding up of the

partnership's activities and affairs.

     (c) The duty of care of a general partner in the conduct or winding up of the limited

partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless

conduct, willful or intentional misconduct, or knowing violation of law.

     (d) A general partner shall discharge the duties and obligations under this chapter or under

the partnership agreement and exercise any rights consistently with the contractual obligation of

good faith and fair dealing.

     (e) A general partner does not violate a duty or obligation under this chapter or under the

partnership agreement solely because the general partner's conduct furthers the general partner's

own interest.

     (f) All the partners of a limited partnership may authorize or ratify, after full disclosure of

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all material facts, a specific act or transaction by a general partner that otherwise would violate the

duty of loyalty.

     (g) It is a defense to a claim under subsection (b)(2) of this section and any comparable

claim in equity or at common law that the transaction was fair to the limited partnership.

     (h) If, as permitted by subsection (f) of this section or the partnership agreement, a general

partner enters into a transaction with the limited partnership which otherwise would be prohibited

by subsection (b)(2) of this section, the general partner's rights and obligations arising from the

transaction are the same as those of a person that is not a general partner.

ARTICLE 5

CONTRIBUTIONS AND DISTRIBUTIONS

     7-13.1-501. Form of contribution.

     A contribution may consist of property transferred to, services performed for, or another

benefit provided to the limited partnership or an agreement to transfer property to, perform services

for, or provide another benefit to the partnership.

     7-13.1-502. Liability for contribution.

     (a) A person's obligation to make a contribution to a limited partnership is not excused by

the person's death, disability, termination, or other inability to perform personally.

     (b) If a person does not fulfill an obligation to make a contribution other than money, the

person is obligated at the option of the limited partnership to contribute money equal to the value,

as stated in the required information, of the part of the contribution which has not been made.

     (c) The obligation of a person to make a contribution may be compromised only by the

affirmative vote or consent of all the partners. If a creditor of a limited partnership extends credit

or otherwise acts in reliance on an obligation described in subsection (a) of this section without

knowledge or notice of a compromise under this subsection, the creditor may enforce the

obligation.

     7-13.1-503. Sharing of and right to distributions before dissolution.

     (a) Any distribution made by a limited partnership before its dissolution and winding up

must be shared among the partners on the basis of the value, as stated in the required information

when the limited partnership decides to make the distribution, of the contributions the limited

partnership has received from each partner, except to the extent necessary to comply with a transfer

effective under § 7-13.1-702 or charging order in effect under § 7-13.1-703.

     (b) A person has a right to a distribution before the dissolution and winding up of a limited

partnership only if the partnership decides to make an interim distribution. A person's dissociation

does not entitle the person to a distribution.

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     (c) A person does not have a right to demand or receive a distribution from a limited

partnership in any form other than money. Except as otherwise provided in § 7-13.1-810(f), a

partnership may distribute an asset in kind only if each part of the asset is fungible with each other

part and each person receives a percentage of the asset equal in value to the person's share of

distributions.

     (d) If a partner or transferee becomes entitled to receive a distribution, the partner or

transferee has the status of, and is entitled to all remedies available to, a creditor of the limited

partnership with respect to the distribution. However, the partnership's obligation to make a

distribution is subject to offset for any amount owed to the partnership by the partner or a person

dissociated as a partner on whose account the distribution is made.

     7-13.1-504. Limitations on distributions.

     (a) A limited partnership may not make a distribution, including a distribution under § 7-

13.1-810, if after the distribution:

     (1) The partnership would not be able to pay its debts as they become due in the ordinary

course of the partnership's activities and affairs; or

     (2) The partnership's total assets would be less than the sum of its total liabilities plus the

amount that would be needed, if the partnership were to be dissolved and wound up at the time of

the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and

transferees whose preferential rights are superior to the rights of persons receiving the distribution.

     (b) A limited partnership may base a determination that a distribution is not prohibited

under subsection (a) of this section on:

     (1) Financial statements prepared on the basis of accounting practices and principles that

are reasonable in the circumstances; or

     (2) A fair valuation or other method that is reasonable under the circumstances.

     (c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution

under subsection (a) of this section is measured:

     (1) In the case of a distribution as defined in § 7-13.1-102(4)(i), as of the earlier of:

     (i) The date money or other property is transferred or debt is incurred by the limited

partnership; or

     (ii) The date the person entitled to the distribution ceases to own the interest or right being

acquired by the partnership in return for the distribution;

     (2) In the case of any other distribution of indebtedness, as of the date the indebtedness is

distributed; and

     (3) In all other cases, as of the date:

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     (i) The distribution is authorized, if the payment occurs not later than one hundred twenty

(120) days after that date; or

     (ii) The payment is made, if the payment occurs more than one hundred twenty (120) days

after the distribution is authorized.

     (d) A limited partnership's indebtedness to a partner or transferee incurred by reason of a

distribution made in accordance with this section is at parity with the partnership's indebtedness to

its general, unsecured creditors, except to the extent subordinated by agreement.

     (e) A limited partnership's indebtedness, including indebtedness issued as a distribution, is

not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide

that payment of principal and interest is made only if and to the extent that payment of a distribution

could then be made under this section. If the indebtedness is issued as a distribution, each payment

of principal or interest is treated as a distribution, the effect of which is measured on the date the

payment is made.

     (f) In measuring the effect of a distribution under § 7-13.1-810, the liabilities of a dissolved

limited partnership do not include any claim that has been disposed of under §§ 7-13.1-806, 7-13.1-

807, or 7-13.1-808.

     7-13.1-505. Liability for improper distributions.

     (a) If a general partner consents to a distribution made in violation of § 7-13.1-504 and in

consenting to the distribution fails to comply with § 7-13.1-409, the general partner is personally

liable to the limited partnership for the amount of the distribution which exceeds the amount that

could have been distributed without the violation of § 7-13.1-504.

     (b) A person that receives a distribution knowing that the distribution violated § 7-13.1-

504 is personally liable to the limited partnership but only to the extent that the distribution received

by the person exceeded the amount that could have been properly paid under § 7-13.1-504.

     (c) A general partner against which an action is commenced because the general partner is

liable under subsection (a) of this section may:

     (1) Implead any other person that is liable under subsection (a) of this section and seek to

enforce a right of contribution from the person; and

     (2) Implead any person that received a distribution in violation of subsection (b) of this

section and seek to enforce a right of contribution from the person in the amount the person received

in violation of subsection (b) of this section.

     (d) An action under this section is barred unless commenced not later than two (2) years

after the distribution.

ARTICLE 6

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DISSOCIATION

     7-13.1-601. Dissociation as limited partner.

     (a) A person does not have a right to dissociate as a limited partner before the completion

of the winding up of the limited partnership.

     (b) A person is dissociated as a limited partner when:

     (1) The limited partnership knows or has notice of the person's express will to withdraw as

a limited partner, but, if the person has specified a withdrawal date later than the date the partnership

knew or had notice, on that later date;

     (2) An event stated in the partnership agreement as causing the person's dissociation as a

limited partner occurs;

     (3) The person is expelled as a limited partner pursuant to the partnership agreement;

     (4) The person is expelled as a limited partner by the affirmative vote or consent of all the

other partners if:

     (i) It is unlawful to carry on the limited partnership's activities and affairs with the person

as a limited partner;

     (ii) There has been a transfer of all the person's transferable interest in the partnership, other

than:

     (A) A transfer for security purposes; or

     (B) A charging order in effect under § 7-13.1-703 which has not been foreclosed;

     (iii) The person is an entity and:

     (A) The partnership notifies the person that it will be expelled as a limited partner because

the person has filed a statement of dissolution or the equivalent, the person has been

administratively dissolved, the person's charter or the equivalent has been revoked, or the person's

right to conduct business has been suspended by the person's jurisdiction of formation; and

     (B) Not later than ninety (90) days after the notification, the statement of dissolution or the

equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or

the person's charter or the equivalent or right to conduct business has not been reinstated; or

     (iv) The person is an unincorporated entity that has been dissolved and whose activities

and affairs are being wound up;

     (5) On application by the limited partnership or a partner in a direct action under § 7-13.1-

901, the person is expelled as a limited partner by judicial order because the person:

     (i) Has engaged or is engaging in wrongful conduct that has affected adversely and

materially, or will affect adversely and materially, the partnership's activities and affairs;

     (ii) Has committed willfully or persistently, or is committing willfully and persistently, a

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material breach of the partnership agreement or the contractual obligation of good faith and fair

dealing under § 7-13.1-305(a); or

     (iii) Has engaged or is engaging in conduct relating to the partnership's activities and affairs

which makes it not reasonably practicable to carry on the activities and affairs with the person as a

limited partner;

     (6) In the case of an individual, the individual dies;

     (7) In the case of a person that is a testamentary or inter vivos trust or is acting as a limited

partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited

partnership is distributed;

     (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;

     (9) In the case of a person that is not an individual, the existence of the person terminates;

     (10) The limited partnership participates in a merger under article 11 of this chapter and:

     (i) The partnership is not the surviving entity; or

     (ii) Otherwise as a result of the merger, the person ceases to be a limited partner;

     (11) The limited partnership participates in an interest exchange under article 11 of this

chapter and, as a result of the interest exchange, the person ceases to be a limited partner;

     (12) The limited partnership participates in a conversion under article 11 of this chapter;

     (13) The limited partnership participates in a domestication under article 11 of this chapter

and, as a result of the domestication, the person ceases to be a limited partner; or

     (14) The limited partnership dissolves and completes winding up.

     7-13.1-602. Effect of dissociation as limited partner.

     (a) If a person is dissociated as a limited partner:

     (1) Subject to § 7-13.1-704, the person does not have further rights as a limited partner;

     (2) The person's contractual obligation of good faith and fair dealing as a limited partner

under § 7-13.1-305(a) ends with regard to matters arising and events occurring after the person's

dissociation; and

     (3) Subject to § 7-13.1-704 and article 11 of this chapter, any transferable interest owned

by the person in the person's capacity as a limited partner immediately before dissociation is owned

by the person solely as a transferee.

     (b) A person's dissociation as a limited partner does not of itself discharge the person from

any debt, obligation, or other liability to the limited partnership or the other partners which the

person incurred while a limited partner.

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     7-13.1-603. Dissociation as general partner.

     A person is dissociated as a general partner when:

     (1) The limited partnership knows or has notice of the person's express will to withdraw as

a general partner, but, if the person has specified a withdrawal date later than the date the

partnership knew or had notice, 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 affirmative vote or consent of all the

other partners if:

     (i) It is unlawful to carry on the limited partnership's activities and affairs with the person

as a general partner;

     (ii) There has been a transfer of all the person's transferable interest in the partnership, other

than:

     (A) A transfer for security purposes; or

     (B) A charging order in effect under § 7-13.1-703 which has not been foreclosed;

     (iii) The person is an entity and:

     (A) The partnership notifies the person that it will be expelled as a general partner because

the person has filed a statement of dissolution or the equivalent, the person has been

administratively dissolved, the person's charter or the equivalent has been revoked, or the person's

right to conduct business has been suspended by the person's jurisdiction of formation; and

     (B) Not later than ninety (90) days after the notification, the statement of dissolution or the

equivalent has not been withdrawn, rescinded, or revoked, the person has not been reinstated, or

the person's charter or the equivalent or right to conduct business has not been reinstated; or

     (iv) The person is an unincorporated entity that has been dissolved and whose activities

and affairs are being wound up;

     (5) On application by the limited partnership or a partner in a direct action under § 7-13.1-

901, the person is expelled as a general partner by judicial order because the person:

     (i) Has engaged or is engaging in wrongful conduct that has affected adversely and

materially, or will affect adversely and materially, the partnership's activities and affairs;

     (ii) Has committed willfully or persistently, or is committing willfully or persistently, a

material breach of the partnership agreement or a duty or obligation under § 7-13.1-409; or

     (iii) Has engaged or is engaging in conduct relating to the partnership's activities and affairs

which makes it not reasonably practicable to carry on the activities and affairs of the limited