48-7-201. Content and filing of certificate.

In order to form a limited partnership, a certificate of limited partnership shall be executed and filed in the Office of the Secretary of State. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. The certificate shall set forth:

(1)    The name of the limited partnership;

(2)    The information required by § 59-11-6;

(3)    The name and the business address of each general partner;

(4)    The latest date upon which the limited partnership is to dissolve; and

(5)    Any other matters the general partners determine to include therein.

A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.

Source: SL 1986, ch 391, § 201; SL 1990, ch 370, § 2; SL 2006, ch 228, § 10; SL 2008, ch 275, § 82; SL 2012, ch 222, § 19.

48-7-202. Amendment to certificate.

(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. The certificate shall set forth:

(1)    The name of the limited partnership;

(2)    The date of filing the certificate;

(3)    The amendment to the certificate; and

(4)    The street address, or a statement that there is no street address, of the office and the name and street address, or a statement that there is no street address, and the written consent, of the agent for service of process required to be maintained by § 48-7-104.

(b) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

(1)    The admission of a new general partner;

(2)    The withdrawal of a general partner; or

(3)    The continuation of the business under § 48-7-801 after an event of withdrawal of a general partner.

(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subdivision (b) if the amendment is filed within the thirty-day period specified in subdivision (b).

(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

Source: SL 1986, ch 391, §§ 202(a)-202(f); SL 2006, ch 228, § 12; SL 2012, ch 222, § 20.

48-7-203. Cancellation of certificate.

A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth:

(1)    The name of the limited partnership;

(2)    The date of filing of its certificate of limited partnership;

(3)    The reason for filing the certificate of cancellation;

(4)    The effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and

(5)    Any other information the general partners filing the certificate determine.

Source: SL 1986, ch 391, § 203; SL 2012, ch 222, § 21.

48-7-204. Execution of certificates.

Each certificate required by this chapter to be filed in the Office of the Secretary of State shall be executed in the following manner:

(1)    An original certificate of limited partnership shall be signed by all general partners;

(2)    A certificate of amendment shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and

(3)    A certificate of cancellation shall be signed by all general partners.

Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.

The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

Source: SL 1986, ch 391, § 204.

48-7-205. Execution by judicial act.

If a person required by § 48-7-204 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.

Source: SL 1986, ch 391, § 205.

48-7-206. Filing in Office of Secretary of State.

The original certificate of limited partnership or of any certificate of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of the person's authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law the secretary of state shall:

(1)    Endorse on the original, Filed, and the day, month, and year of the filing thereof; and

(2)    File the original in the office; and

(3)    Return a copy to the person who filed it or the person's representative.

Upon the filing of a certificate of amendment or judicial decree of amendment in the Office of the Secretary of State, the certificate of limited partnership is amended as provided in the certificate. Upon the effective date of a certificate of cancellation, or a judicial decree thereof, the certificate of limited partnership is cancelled.

Delivery of a certificate may be filed by electronic transmission as permitted by the Office of the Secretary of State. If the certificate is filed in a typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conforming copy of the certificate to be delivered with the original certificate.

Source: SL 1986, ch 391, § 206; SL 1990, ch 370, § 3; SL 2013, ch 234, § 1.

48-7-206.1. Filing fee.

The provisions of § 1-8-10 notwithstanding, the fee for filing any document required under this chapter with the secretary of state is one hundred twenty-five dollars.

Source: SL 1990, ch 370, § 9; SL 1997, ch 141, § 12; SL 2003, ch 8, § 26; SL 2009, ch 4, § 21.

48-7-206.2. Effect of filing.

The secretary of state's duty to file documents under this chapter is ministerial. His filing or refusing to file a document does not:

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

(2)    Relate to the correctness or incorrectness of information contained in the document; or

(3)    Create a presumption that the document is either valid or invalid or that information contained in the document is either correct or incorrect.

Source: SL 1990, ch 370, § 10.

48-7-207. Liability for false statement in certificate.

If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

(1)    Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and

(2)    Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under § 48-7-205.

Source: SL 1986, ch 391, § 207.

48-7-208. Scope of notice.

The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.

Source: SL 1986, ch 391, § 208.

48-7-209. Delivery of certificates to limited partners.

Upon the return by the secretary of state pursuant to § 48-7-206 of the certificate copy marked "Filed," the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise.

Source: SL 1986, ch 391, § 209; SL 1990, ch 370, § 4.

48-7-210. Filing exact copy of pre-1987 documents.

If a limited partnership filed one or more documents pertaining to organization or administration of the partnership with a county prior to 1987 and if the partnership now is required to file an amendment to such document with the secretary of state pursuant to this chapter, it shall file an exact or conforming copy of the original county filing along with the amendment to the secretary of state. The copy shall be certified or otherwise shall bear other markings to confirm that it is an exact or conforming copy of a document filed with a county.

Source: SL 1990, ch 370, § 11.

48-7-301. Admission of limited partners.

(a) A person becomes a limited partner on the later of:

(1)    The date the original certificate of limited partnership is filed; or

(2)    The date stated in the records of the limited partnership as the date that person becomes a limited partner.

(b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:

(1)    In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

(2)    In the case of an assignee of a partnership interest of a partner who has the power, as provided in § 48-7-704, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

Source: SL 1986, ch 391, §§ 301(a), 301(b).

48-7-302. Voting.

Subject to § 48-7-303, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.

Source: SL 1986, ch 391, § 302.

48-7-303. Liability to third persons.

(a) Except as provided in subdivision (d), a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner's conduct, that the limited partner is a general partner.

(b) A limited partner does not participate in the control of the business within the meaning of subdivision (a) solely by doing one or more of the following:

(1)    Being a contractor for or an agent or employee of the limited partnership or of a general partner, or being an officer, director or shareholder of a general partner that is a corporation;

(2)    Consulting with and advising a general partner with respect to the business of the limited partnership;

(3)    Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;

(4)    Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;

(5)    Requesting or attending a meeting of partners;

(6)    Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:

(a)    The dissolution and winding up of the limited partnership;

(b)    The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;

(c)    The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;

(d)    A change in the nature of the business;

(e)    The admission or removal of a general partner;

(f)    The admission or removal of a limited partner;

(g)    A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;

(h)    An amendment to the partnership agreement or certificate of limited partnership; or

(i)    Matters related to the business of the limited partnership not otherwise enumerated in this section, which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners;

(7)    Winding up the limited partnership pursuant to § 48-7-803; or

(8)    Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this section.

(c) The enumeration in subdivision (b) does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.

(d) A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by § 48-7-102, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

Source: SL 1986, ch 391, §§ 303(a)-303(d).

48-7-304. Person erroneously believing himself limited partner.

(a) Except as provided in this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:

(1)    Causes an appropriate certificate of limited partnership or certificate of amendment to be executed and filed; or

(2)    Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.

(b) A person who makes a contribution of the kind described in subdivision (a) is liable as a general partner to any third party who transacts business with the enterprise:

(1)    Before the person withdraws and an appropriate certificate is filed to show withdrawal; or

(2)    Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

Source: SL 1986, ch 391, §§ 304(a), 304(b).

48-7-305. Information.

Each limited partner has the right to:

(1)    Inspect and copy any of the partnership records required to be maintained by § 48-7-105; and

(2)    Obtain from the general partners from time to time upon reasonable demand:

(a)    True and full information regarding the state of the business and financial condition of the limited partnership;

(b)    Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and

(c)    Other information regarding the affairs of the limited partnership as is just and reasonable.

Source: SL 1986, ch 391, § 305.

48-7-401. Admission of additional general partners.

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.

Source: SL 1986, ch 391, § 401.

48-7-402. Events of withdrawal.

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1)    The general partner withdraws from the limited partnership as provided in § 48-7-602;

(2)    The general partner ceases to be a member of the limited partnership as provided in § 48-7-702;

(3)    The general partner is removed as a general partner in accordance with the partnership agreement;

(4)    Unless otherwise provided in writing in the partnership agreement, the general partner:

(a)    Makes an assignment for the benefit of creditors;

(b)    Files a voluntary petition in bankruptcy;

(c)    Is adjudicated a bankrupt or insolvent;

(d)    Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

(e)    Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or

(f)    Seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;

(5)    Unless otherwise provided in writing in the partnership agreement, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated;

(6)    In the case of a general partner who is a natural person:

(a)    His death; or

(b)    The entry of an order by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

(7)    In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

(8)    In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9)    In the case of a general partner that is corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

(10)    In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

Source: SL 1986, ch 391, § 402.

48-7-403. General powers and liabilities.

Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

Source: SL 1986, ch 391, § 403.

48-7-404. Contributions by general partner.

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.

Source: SL 1986, ch 391, § 404.

48-7-405. Voting.

The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.

Source: SL 1986, ch 391, § 405.

48-7-406. Restrictions on corporate general partner.

Any limited partnership which has a corporation as its general partner shall conform to the restrictions placed upon corporations under chapter 47-9A.

Source: SL 1990, ch 370, § 12.

48-7-407. Registration of foreign corporate general partner.

Any foreign corporation acting as the general partner in a limited partnership shall conform to the foreign corporation registration laws of this state.

Source: SL 1990, ch 370, § 13.

48-7-501. Form of contribution.

The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

Source: SL 1986, ch 391, § 501.

48-7-502. Liability for contribution.

No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.

Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to § 48-7-105, of the stated contribution that has not been made.

Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation.

Source: SL 1986, ch 391, § 502.

48-7-503. Sharing of profits and losses.

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to § 48-7-105, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

Source: SL 1986, ch 391, § 503.

48-7-504. Sharing of distributions.

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to § 48-7-105, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

Source: SL 1986, ch 391, § 504.

48-7-601. Interim distributions.

Except as provided in §§ 48-7-601 to 48-7-608, inclusive, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.

Source: SL 1986, ch 391, § 601.

48-7-602. Withdrawal of general partner.

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.

Source: SL 1986, ch 391, § 602.

48-7-603. Withdrawal of limited partner.

A limited partner has no right of withdrawal from a limited partnership except as otherwise specified in writing in the partnership agreement. The provisions of this bill do not apply to limited partnership agreements in existence June 30, 1996, unless such agreements specify the time or events for dissolution or winding up of the limited partnership.

Source: SL 1986, ch 391, § 603; SL 1996, ch 270.

48-7-604. Distribution upon withdrawal.

Except as provided in §§ 48-7-601 to 48-7-608, inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.

Source: SL 1986, ch 391, § 604.

48-7-605. Distribution in kind.

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.

Source: SL 1986, ch 391, § 605.

48-7-606. Right to distribution.

At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

Source: SL 1986, ch 391, § 606.

48-7-607. Limitations on distribution.

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

Source: SL 1986, ch 391, § 607.

48-7-608. Liability upon return of contribution.

If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.

A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to § 48-7-105, of his contribution which has not been distributed to him.

Source: SL 1986, ch 391, § 608.

48-7-701. Nature of partnership interest.

A partnership interest is personal property.

Source: SL 1986, ch 391, § 701.

48-7-702. Assignment of partnership interest.

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would have been entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.

Source: SL 1986, ch 391, § 702.

48-7-703. Rights of judgment creditor--Exclusive remedy.

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to the partner's partnership interest.

This section provides the exclusive remedy that a judgment creditor of a general or limited partner or of the general or limited partner's assignee may use to satisfy a judgment out of the judgment debtor's interest in the partnership. No other remedy, including foreclosure on the general or limited partner's partnership interest or a court order for directions, accounts, and inquiries that the debtor, general or limited partner might have made, is available to the judgment creditor attempting to satisfy the judgment out of the judgment debtor's interest in the limited partnership. No creditor of a partner or a partner's assignee has any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the partnership.

Source: SL 1986, ch 391, § 703; SL 2007, ch 263, § 1; SL 2009, ch 234, § 4.

48-7-704. Right of assignee to become limited partner.

An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

(1)    The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

(2)    All other partners consent.

An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.

If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership, under §§ 48-7-207 and 48-7-502.

Source: SL 1986, ch 391, § 704.

48-7-705. Power of estate of deceased or incompetent partner.

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's personal representative, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

Source: SL 1986, ch 391, § 705; SL 1995, ch 167, § 188.

48-7-801. Nonjudicial dissolution.

A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(1)    At the time specified in the certificate of limited partnership;

(2)    Upon the happening of events specified in writing in the partnership agreement;

(3)    Written consent of all partners;

(4)    An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or

(5)    Entry of a decree of judicial dissolution under § 48-7-802.

Source: SL 1986, ch 391, § 801.

48-7-802. Judicial dissolution.

On application by or for a partner the circuit court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

Source: SL 1986, ch 391, § 802.

48-7-803. Winding up.

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the circuit court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.

Source: SL 1986, ch 391, § 803.

48-7-804. Distribution of assets.

Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(1)    To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under § 48-7-601 or 48-7-604;

(2)    Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 48-7-601 or 48-7-604; and

(3)    Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.

Source: SL 1986, ch 391, § 804.

48-7-901. Law governing.

Subject to the Constitution of this state, the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.

Source: SL 1986, ch 391, § 901.

48-7-902. Registration.

Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. In order to register, a foreign limited partnership shall submit to the secretary of state an original application for registration as a foreign limited partnership, signed by a general partner and setting forth:

(1)    The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;

(2)    The state and date of its formation;

(3)    The information required by § 59-11-6;

(4)    Repealed by SL 2008, ch 275, § 83;

(5)    The street address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

(6)    The name and business address of each general partner; and

(7)    The street address, or a statement that there is no street address, of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled or withdrawn.

Source: SL 1986, ch 391, § 902; SL 1990, ch 370, § 5; SL 2008, ch 275, § 83; SL 2012, ch 222, § 22.

48-7-903. Issuance of registration.

If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:

(1)    Endorse on the original and on the copy of the application the word "Filed," and the month, day, and year of the filing thereof;

(2)    File in his office the original of the application; and

(3)    Issue a certificate of registration to transact business in this state.

The certificate of registration, together with the copy of the application, shall be returned to the person who filed the application or his representative.

Source: SL 1986, ch 391, § 903; SL 1990, ch 370, § 6.

48-7-904. Name.

A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that includes the words "limited partnership" or the initials "L.P." or "LP" and that could be registered by a domestic limited partnership under the provisions of § 48-7-102.

Source: SL 1986, ch 391, § 904; SL 1990, ch 370, § 7; SL 2014, ch 216, § 2.

48-7-905. Changes and amendments.

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate signed and sworn to by a general partner, correcting such statement.

Source: SL 1986, ch 391, § 905.

48-7-906. Cancellation of registration.

A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed by a general partner. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the document is filed in typewritten or printed form and not transmitted electronically, the Office of the Secretary of State may require one exact or conformed copy to be delivered with the document. Service of process is perfected on a foreign limited partnership that has filed a cancellation in the manner outlined in §§ 59-11-16 to 59-11-19, inclusive.

Source: SL 1986, ch 391, § 906; SL 2008, ch 275, § 84; SL 2012, ch 222, § 23.

48-7-907. Transacting of business without registration.

A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.

The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.

A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to claims for relief or causes of action arising out of the transaction of business in this state.

Source: SL 1986, ch 391, § 907.

48-7-908. Action by attorney general.

The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of any provision of this chapter regulating the activities of foreign limited partnerships.

Source: SL 1986, ch 391, § 908; SL 1990, ch 370, § 8.

48-7-1001. Right of action.

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

Source: SL 1986, ch 391, § 1001.

48-7-1002. Proper plaintiff.

In a derivative action, the plaintiff must be a partner at the time of bringing the action and at the time of the transaction of which he complains or his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

Source: SL 1986, ch 391, § 1002.

48-7-1003. Pleading.

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

Source: SL 1986, ch 391, § 1003.

48-7-1004. Expenses.

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.

Source: SL 1986, ch 391, § 1004.

48-7-1101. Construction and application.

This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

Source: SL 1986, ch 391, § 1101.

48-7-1102. Short title.

This chapter may be cited as the Uniform Limited Partnership Act.

Source: SL 1986, ch 391, § 1102.

48-7-1103. Severability.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.

Source: SL 1986, ch 391, § 1103.

48-7-1104. Effective date, extended effective date, and repeal.

Except as set forth below, the effective date of this chapter is July 1, 1986, and the Uniform Limited Partnership Act being §§ 48-6-1 to 48-6-64, inclusive, are hereby repealed:

(1)    The existing provisions for execution and filing of certificates of limited partnerships and amendments thereunder and cancellations thereof continue in effect until July 1, 1987, the extended effective date, §§ 48-7-102 to 48-7-105, inclusive, 48-7-201 to 48-7-204, inclusive, and 48-7-206 are not effective until the extended effective date;

(2)    Section 48-7-402, specifying the conditions under which a general partner ceases to be a member of a limited partnership, is not effective until the extended effective date, and the applicable provisions of existing law continue to govern until the extended effective date;

(3)    Sections 48-7-501, 48-7-502, and 48-7-608 apply only to contributions and distributions made after the effective date of this chapter;

(4)    Section 48-7-704 applies only to assignments made after the effective date of this chapter;

(5)    Sections 48-7-901 to 48-7-908, inclusive, dealing with registration of foreign limited partnerships, are not effective until the extended effective date;

(6)    Unless agreed otherwise by the partners, the applicable provisions of existing law governing allocation of profits and losses, rather than the provisions of § 48-7-503, distributions to a withdrawing partner, rather than the provisions of § 48-7-604, and distribution of assets upon the winding up of a limited partnership, rather than the provisions of § 48-7-804, shall govern limited partnerships formed before the effective date of this chapter;

(7)    The repeal of any statutory provision by this chapter does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing at the effective date of this chapter, nor does the repeal of any existing statutory provision by this chapter impair any contract or affect any right accrued before the effective date of this chapter.

Source: SL 1986, ch 391, § 1104.

48-7-1105. Rules for cases not provided for in this chapter.

In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern.

Source: SL 1986, ch 391, § 1105.

48-7-1106. Becoming a limited liability limited partnership--Entity not changed--Applicability of subsections 48-7A-306(a) and 48-7A-307(b).

(a) A limited partnership may become a limited liability limited partnership by:

(1)    Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement except, in the case of a limited partnership agreement that expressly considers contribution obligations, the vote necessary to amend those provisions;

(2)    Filing a statement of qualification under subsection 48-7A-1001(c) of the Uniform Partnership Act; and

(3)    Having as the last words or letters of its name the words "Registered Limited Liability Limited Partnership," or the abbreviation "L.L.L.P.," or the designation "LLLP."

(b) A limited liability limited partnership continues to be the same entity that existed before the filing of a statement of qualification under § 48-7A-1001(c) of the Uniform Partnership Act.

(c) Subsections 48-7A-306(c) and 48-7A-307(b) of the Uniform Partnership Act apply to both general and limited partners of a limited liability limited partnership. Section 48-7-303 also applies to limited partners.

Source: SL 2002, ch 210, § 1.