BY REPRESENTATIVES George, Kaufman, Reeser, Schwarz, and Tate;
also SENATOR Mutzebaugh.
CONCERNING ADOPTION OF THE "UNIFORM PARTNERSHIP
ACT OF 1994".
Be it enacted by the General Assembly of the State
of Colorado:
SECTION 1. Title
7, Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended BY THE ADDITION OF A NEW ARTICLE to read:
ARTICLE 64
Colorado Uniform Partnership Act (1997)
PART 1
GENERAL PROVISIONS
764101. Definitions.
AS USED IN THIS ARTICLE, UNLESS THE CONTEXT OTHERWISE REQUIRES:
(1) "ADDRESS" MEANS ANY LOCATION
WHERE MAIL CAN BE DELIVERED BY THE UNITED STATES POSTAL SERVICE.
"ADDRESS" INCLUDES POST OFFICE BOX NUMBERS, RURAL FREE
DELIVERY ROUTE NUMBERS, AND STREET NAMES AND NUMBERS.
(2) "BUSINESS" INCLUDES EVERY
TRADE, OCCUPATION, AND PROFESSION.
(3) "DEBTOR IN BANKRUPTCY" MEANS
A PERSON WHO IS THE SUBJECT OF:
(a) AN ORDER FOR RELIEF UNDER TITLE 11
OF THE UNITED STATES CODE OR A COMPARABLE ORDER UNDER A SUCCESSOR
STATUTE OF GENERAL APPLICATION; OR
(b) A COMPARABLE ORDER UNDER FEDERAL,
STATE, OR FOREIGN LAW GOVERNING INSOLVENCY.
(4) "DELIVER" INCLUDES MAIL;
EXCEPT THAT DELIVERY TO THE SECRETARY OF STATE MEANS ACTUAL RECEIPT
BY THE SECRETARY OF STATE.
(5) "DISTRIBUTION" MEANS A TRANSFER
OF MONEY OR OTHER PROPERTY FROM A PARTNERSHIP TO A PARTNER IN
THE PARTNER'S CAPACITY AS A PARTNER OR TO A TRANSFEREE OF ALL
OR A PART OF A PARTNER'S TRANSFERABLE INTEREST.
(6) "EFFECTIVE DATE", WHEN REFERRING
TO A DOCUMENT FILED BY THE SECRETARY OF STATE, MEANS THE TIME
AND DATE DETERMINED IN ACCORDANCE WITH SECTION 7641106.
(7) "FILED STATEMENT" MEANS
A STATEMENT THAT HAS BEEN FILED IN THE OFFICE OF THE SECRETARY
OF STATE. A COPY OF A FILED STATEMENT MEANS A CERTIFIED COPY OF
A FILED STATEMENT OR A PHOTOCOPY OF A FILED STATEMENT THAT BEARS
THE SECRETARY OF STATE'S STAMP OR OTHER ENDORSEMENT OF FILING,
TOGETHER WITH THE TIME AND DATE OF RECEIPT.
(8) "FOREIGN LIMITED LIABILITY LIMITED
PARTNERSHIP" MEANS A LIMITED LIABILITY LIMITED PARTNERSHIP
OR REGISTERED LIMITED LIABILITY LIMITED PARTNERSHIP, OR THE FUNCTIONAL
EQUIVALENT THEREOF, OPERATING PURSUANT TO AN AGREEMENT GOVERNED
BY THE LAWS OF ANY STATE OR JURISDICTION OTHER THAN THIS STATE,
AND REGISTERED AS A LIMITED LIABILITY LIMITED PARTNERSHIP UNDER
THE LAWS OF A STATE OR JURISDICTION OTHER THAN THIS STATE IF SO
REQUIRED BY THE LAW OF SUCH OTHER STATE OR JURISDICTION.
(9) "FOREIGN LIMITED LIABILITY PARTNERSHIP"
MEANS A LIMITED LIABILITY PARTNERSHIP OR REGISTERED LIMITED LIABILITY
PARTNERSHIP, OR THE FUNCTIONAL EQUIVALENT THEREOF, OPERATING PURSUANT
TO AN AGREEMENT GOVERNED BY THE LAWS OF ANY STATE OR JURISDICTION
OTHER THAN THIS STATE, AND REGISTERED AS A LIMITED LIABILITY PARTNERSHIP
UNDER THE LAWS OF A STATE OR JURISDICTION OTHER THAN THIS STATE
IF SO REQUIRED BY THE LAW OF SUCH OTHER STATE OR JURISDICTION.
(10) "GENERAL PARTNER" MEANS
A PARTNER IN A PARTNERSHIP AND A GENERAL PARTNER IN A LIMITED
PARTNERSHIP.
(11) "INCLUDES", WHEN USED IN
REFERENCE TO ANY DEFINITION OR LIST, INDICATES THAT THE DEFINITION
OR LIST IS PARTIAL AND NOT EXCLUSIVE.
(12) "LIMITED LIABILITY LIMITED PARTNERSHIP"
MEANS A LIMITED PARTNERSHIP THAT IS REGISTERED AS A LIMITED LIABILITY
LIMITED PARTNERSHIP UNDER SECTION 7641002 (1).
(13) "LIMITED LIABILITY PARTNERSHIP"
MEANS A PARTNERSHIP THAT IS REGISTERED AS A LIMITED LIABILITY
PARTNERSHIP UNDER SECTION 7641002 (1).
(14) "LIMITED PARTNER" MEANS
A LIMITED PARTNER IN A LIMITED PARTNERSHIP.
(15) "LIMITED PARTNERSHIP" MEANS
A LIMITED PARTNERSHIP FORMED UNDER ARTICLE 61 OR 62 OF THIS TITLE
OR A FUNCTIONALLY EQUIVALENT ENTITY FORMED UNDER THE LAWS OF ANOTHER
JURISDICTION.
(16) "MAIL" MEANS DEPOSIT IN
THE UNITED STATES MAIL, PROPERLY ADDRESSED, FIRST CLASS POSTAGE
PREPAID, AND INCLUDES REGISTERED OR CERTIFIED MAIL FOR WHICH THE
PROPER FEE HAS BEEN PAID.
(17) "MEANS" DENOTES AN EXHAUSTIVE
DEFINITION OR LIST.
(18) "PARTNER" MEANS A PERSON
WHO HAS ASSOCIATED WITH ANOTHER PERSON TO CARRY ON AS COOWNERS
A BUSINESS FOR PROFIT AS A PARTNERSHIP. FOR PURPOSES OF PART 9,
PART 10, AND PART 11 OF THIS ARTICLE, THE TERM "PARTNER"
SHALL HAVE THE MEANINGS SET FORTH IN SECTIONS 764901,
7641001, AND 7641101, RESPECTIVELY.
(19) "PARTNERSHIP" SHALL HAVE
THE MEANING SET FORTH IN SECTION 764202 (1). FOR THE
PURPOSES OF PART 11 OF THIS ARTICLE, THE TERM "PARTNERSHIP"
SHALL HAVE THE MEANING SET FORTH IN SECTION 7641101.
(20) "PARTNERSHIP AGREEMENT"
MEANS THE AGREEMENT, WHETHER WRITTEN, ORAL, OR IMPLIED, AMONG
THE PARTNERS THAT GOVERNS RELATIONS AMONG THE PARTNERS AND BETWEEN
THE PARTNERS AND THE PARTNERSHIP. FOR PURPOSES OF PART 9, PART
10, AND PART 11 OF THIS ARTICLE, THE TERM "PARTNERSHIP AGREEMENT"
SHALL HAVE THE MEANINGS SET FORTH IN SECTIONS 764901,
7641001, AND 7641101, RESPECTIVELY.
(21) "PARTNERSHIP AT WILL" MEANS
A PARTNERSHIP THAT IS NOT A PARTNERSHIP FOR A DEFINITE TERM OR
PARTICULAR UNDERTAKING.
(22) "PARTNERSHIP FOR A DEFINITE
TERM OR PARTICULAR UNDERTAKING" MEANS A PARTNERSHIP IN WHICH
THE PARTNERS HAVE AGREED TO REMAIN PARTNERS UNTIL THE EXPIRATION
OF A DEFINITE TERM OR THE COMPLETION OF A PARTICULAR UNDERTAKING.
(23) "PARTNERSHIP INTEREST"
OR "PARTNER'S INTEREST IN THE PARTNERSHIP" MEANS ALL
OF A PARTNER'S INTERESTS IN THE PARTNERSHIP, INCLUDING THE PARTNER'S
TRANSFERABLE INTEREST AND ALL MANAGEMENT AND OTHER RIGHTS.
(24) "PARTNERSHIP OBLIGATION"
MEANS ANY DEBT, OBLIGATION, OR LIABILITY OF THE PARTNERSHIP, WHETHER
SOUNDING IN TORT, CONTRACT, OR OTHERWISE.
(25) "PERSON" MEANS AN INDIVIDUAL;
CORPORATION; BUSINESS TRUST; ESTATE; TRUST; PARTNERSHIP; LIMITED
PARTNERSHIP; LIMITED PARTNERSHIP ASSOCIATION; LIMITED LIABILITY
COMPANY; ASSOCIATION; JOINT VENTURE; GOVERNMENT, GOVERNMENTAL
SUBDIVISION, AGENCY, OR INSTRUMENTALITY; OR ANY LEGAL OR COMMERCIAL
ENTITY.
(26) "PROPERTY" MEANS ALL PROPERTY,
REAL, PERSONAL, OR MIXED, TANGIBLE OR INTANGIBLE, OR ANY INTEREST
THEREIN.
(27) "REGISTRANT" MEANS A PERSON THAT IS REGISTERED UNDER SECTION 7641002.
(28) "STATE" MEANS A STATE OF
THE UNITED STATES, THE DISTRICT OF COLUMBIA, THE COMMONWEALTH
OF PUERTO RICO, OR ANY TERRITORY OR INSULAR POSSESSION SUBJECT
TO THE JURISDICTION OF THE UNITED STATES.
(29) "STATEMENT" MEANS A STATEMENT
OF PARTNERSHIP AUTHORITY UNDER SECTION 764303, A STATEMENT
OF DENIAL UNDER SECTION 764304, A STATEMENT OF DISSOCIATION
UNDER SECTION 764704, A STATEMENT OF DISSOLUTION UNDER
SECTION 764805, A STATEMENT OF MERGER UNDER SECTION
764907, A REGISTRATION STATEMENT UNDER SECTION 7641002,
A STATEMENT OF WITHDRAWAL OF REGISTRATION UNDER SECTION 7641002,
A STATEMENT OF CORRECTION UNDER SECTION 7641107, OR
AN AMENDMENT OR CANCELLATION OF ANY OF THE FOREGOING.
(30) "STREET ADDRESS" MEANS
STREET NAME AND NUMBER, CITY OR TOWN, AND UNITED STATES POSTAL
SERVICE ZIP CODE DESIGNATION. IF, BY REASON OF RURAL LOCATION
OR OTHERWISE, A STREET NAME, NUMBER, TOWN, OR CITY DOES NOT EXIST,
ANOTHER APPROPRIATE DESCRIPTION FIXING AS NEARLY AS POSSIBLE THE
ACTUAL PHYSICAL LOCATION MAY BE SUBSTITUTED, BUT IN ALL SUCH CASES
THE RURAL FREE DELIVERY ROUTE, THE COUNTY, AND THE UNITED STATES
POSTAL SERVICE ZIP CODE DESIGNATION SHALL BE INCLUDED.
(31) "TRANSFER" INCLUDES AN
ASSIGNMENT, CONVEYANCE, LEASE, MORTGAGE, DEED, AND ENCUMBRANCE.
(32) "TRANSFERABLE INTEREST"
MEANS A PARTNER'S SHARE OF THE PROFITS AND LOSSES OF THE PARTNERSHIP
AND THE PARTNER'S RIGHT TO RECEIVE DISTRIBUTIONS.
764102. Knowledge and notice.
(1) A PERSON KNOWS OR HAS KNOWLEDGE
OF A FACT IF THE PERSON HAS CONSCIOUS AWARENESS OF THE FACT.
(2) A PERSON HAS NOTICE OF A FACT:
(a) IF THE PERSON KNOWS OF THE FACT;
(b) IF THE PERSON HAS RECEIVED A NOTIFICATION
OF THE FACT;
(c) IF THE PERSON HAS REASON TO KNOW THE
FACT EXISTS FROM ALL OF THE FACTS KNOWN TO THE PERSON AT THE TIME
IN QUESTION; OR
(d) BY REASON OF A FILING OR RECORDING
TO THE EXTENT PROVIDED BY AND SUBJECT TO LIMITATIONS SET FORTH
IN SECTION 764303 (4) AND (5), 764704
(3), OR 764805 (3).
(3) A PERSON NOTIFIES OR GIVES A NOTIFICATION
TO ANOTHER BY TAKING STEPS REASONABLY APPROPRIATE TO INFORM THE
OTHER PERSON IN ORDINARY COURSE, WHETHER OR NOT THE OTHER PERSON
THEREBY OBTAINS KNOWLEDGE OF THE FACT.
(4) A PERSON RECEIVES A NOTIFICATION WHEN
THE NOTIFICATION:
(a) COMES TO THE PERSON'S ATTENTION; OR
(b) IS RECEIVED AT THE PERSON'S PLACE
OF BUSINESS OR AT ANY OTHER PLACE HELD OUT BY THE PERSON AS A
PLACE FOR RECEIVING COMMUNICATIONS, OR IS RECEIVED BY A PERSON
WHO IS APPARENTLY AUTHORIZED TO RECEIVE THE NOTIFICATION; OR
(c) HAS BEEN GIVEN AND THE CIRCUMSTANCES
ARE SUCH THAT IT IS FAIR AND REASONABLE, AS AGAINST THE PERSON
TO WHOM SUCH NOTICE HAS BEEN GIVEN, TO TREAT THE NOTICE AS HAVING
BEEN RECEIVED.
(5) EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION
(6) OF THIS SECTION, A PERSON OTHER THAN AN INDIVIDUAL KNOWS,
HAS NOTICE, OR RECEIVES A NOTIFICATION OF A FACT FOR PURPOSES
OF A PARTICULAR TRANSACTION WHEN AN INDIVIDUAL CONDUCTING THE
TRANSACTION ON THAT PERSON'S BEHALF KNOWS, HAS NOTICE, OR RECEIVES
A NOTIFICATION OF THE FACT, OR IN ANY EVENT WHEN THE FACT WOULD
HAVE BEEN BROUGHT TO SUCH AN INDIVIDUAL'S ATTENTION IF THE PERSON
HAD EXERCISED REASONABLE DILIGENCE. THE PERSON EXERCISES REASONABLE
DILIGENCE IF THE PERSON MAINTAINS REASONABLE ROUTINES FOR COMMUNICATING
SIGNIFICANT INFORMATION TO AN INDIVIDUAL CONDUCTING THE TRANSACTION
ON THE PERSON'S BEHALF AND THERE IS REASONABLE COMPLIANCE WITH
THE ROUTINES. REASONABLE DILIGENCE DOES NOT REQUIRE AN INDIVIDUAL
ACTING FOR THE PERSON TO COMMUNICATE INFORMATION UNLESS THE COMMUNICATION
IS PART OF THE INDIVIDUAL'S REGULAR DUTIES OR THE INDIVIDUAL HAS
REASON TO KNOW OF THE TRANSACTION AND THAT THE TRANSACTION WOULD
BE MATERIALLY AFFECTED BY THE INFORMATION.
(6) A PARTNER'S KNOWLEDGE, NOTICE, OR
RECEIPT OF A NOTIFICATION OF A FACT RELATING TO THE PARTNERSHIP
IS EFFECTIVE IMMEDIATELY AS KNOWLEDGE BY, NOTICE TO, OR RECEIPT
OF A NOTIFICATION BY THE PARTNERSHIP, EXCEPT IN THE CASE OF A
FRAUD ON THE PARTNERSHIP COMMITTED BY OR WITH THE CONSENT OF THAT
PARTNER.
764103. Effect of partnership
agreement nonwaivable provisions. (1) TO
THE EXTENT THE PARTNERSHIP AGREEMENT DOES NOT OTHERWISE PROVIDE,
THIS ARTICLE GOVERNS RELATIONS AMONG THE PARTNERS AND BETWEEN
THE PARTNERS AND THE PARTNERSHIP.
(2) THE PARTNERSHIP AGREEMENT MAY NOT:
(a) VARY THE RIGHTS AND DUTIES UNDER SECTION
764105, EXCEPT TO ELIMINATE THE DUTY TO PROVIDE COPIES
OF STATEMENTS TO ALL OF THE PARTNERS;
(b) UNREASONABLY RESTRICT THE RIGHT OF
ACCESS TO BOOKS AND RECORDS UNDER SECTION 764403 (2)
OR UNREASONABLY LIMIT THE OBLIGATIONS OF THE PARTNERS OR THE PARTNERSHIP
UNDER SECTION 764403 (3);
(c) ELIMINATE ANY OF THE DUTIES SPECIFIED
IN SECTION 764404 (1) (a), (1) (b), OR (1) (c) OR
IN SECTION 764603 (2) (c), BUT:
(I) THE PARTNERSHIP AGREEMENT MAY IDENTIFY
TYPES OR CATEGORIES OF ACTIVITIES THAT DO NOT VIOLATE ANY OF THE
DUTIES SPECIFIED IN SECTION 764404 (1) (a), (1) (b),
OR (1) (c), IF NOT MANIFESTLY UNREASONABLE; OR
(II) ALL OF THE PARTNERS OR A NUMBER OR
PERCENTAGE SPECIFIED IN THE PARTNERSHIP AGREEMENT MAY AUTHORIZE
OR RATIFY, AFTER FULL DISCLOSURE OF ALL MATERIAL FACTS, AN ACT
OR TRANSACTION THAT OTHERWISE WOULD VIOLATE ANY OF THE DUTIES
SPECIFIED IN SECTION 764404 (1) (a), (1) (b), OR (1)
(c);
(d) UNREASONABLY REDUCE THE DUTY OF CARE
UNDER SECTION 764404 (3) OR 764603 (2)
(c);
(e) ELIMINATE THE OBLIGATION OF GOOD FAITH
AND FAIR DEALING UNDER SECTION 764404 (3), BUT THE
PARTNERSHIP AGREEMENT MAY PRESCRIBE THE STANDARDS BY WHICH THE
PERFORMANCE OF THE OBLIGATION IS TO BE MEASURED, IF THE STANDARDS
ARE NOT MANIFESTLY UNREASONABLE;
(f) VARY THE POWER TO DISSOCIATE AS A
PARTNER UNDER SECTION 764602 (1), EXCEPT TO REQUIRE
THE NOTICE UNDER SECTION 764601 (1) (a) TO BE IN WRITING;
(g) VARY THE RIGHT OF A COURT TO EXPEL
A PARTNER IN THE EVENTS SPECIFIED IN SECTION 764601
(1) (e);
(h) VARY THE REQUIREMENT TO WIND UP THE
PARTNERSHIP BUSINESS IN CASES SPECIFIED IN SECTION 764801
(1) (d), (1) (e), or (1) (f);
(i) RESTRICT RIGHTS OF THIRD PERSONS UNDER
THIS ARTICLE; OR
(j) VARY THE LAW APPLICABLE TO LIMITED
LIABILITY PARTNERSHIPS AS SET FORTH IN SECTION 764106
(3).
764104. Supplemental principles
of law. (1) UNLESS DISPLACED
BY PARTICULAR PROVISIONS OF THIS ARTICLE, THE PRINCIPLES OF LAW
AND EQUITY SUPPLEMENT THIS ARTICLE.
(2) IF AN OBLIGATION TO PAY INTEREST ARISES
UNDER THIS ARTICLE AND THE RATE IS NOT SPECIFIED, THE RATE IS
THAT SPECIFIED IN SECTION 512102, C.R.S.
764105. Execution, filing,
and recording of statements. (1) A
STATEMENT MAY BE FILED IN THE OFFICE OF THE SECRETARY OF STATE.
A CERTIFIED COPY OF A STATEMENT THAT IS FILED IN AN OFFICE IN
ANOTHER STATE MAY BE FILED IN THE OFFICE OF THE SECRETARY OF STATE.
EITHER FILING IN THIS STATE HAS THE EFFECT PROVIDED IN THIS ARTICLE
WITH RESPECT TO PARTNERSHIP PROPERTY LOCATED IN OR TRANSACTIONS
THAT OCCUR IN THIS STATE.
(2) ONLY A COPY OF A FILED STATEMENT RECORDED
IN THE OFFICE FOR RECORDING TRANSFERS OF REAL PROPERTY HAS THE
EFFECT PROVIDED FOR RECORDED STATEMENTS IN THIS ARTICLE.
(3) A STATEMENT FILED BY A PARTNERSHIP
SHALL BE EXECUTED BY AT LEAST TWO PARTNERS. OTHER STATEMENTS SHALL
BE EXECUTED BY A PARTNER OR OTHER PERSON AUTHORIZED BY THIS ARTICLE.
(4) A PERSON AUTHORIZED BY THIS ARTICLE
TO DELIVER A STATEMENT TO THE SECRETARY OF STATE FOR FILING MAY
AMEND OR CANCEL THE STATEMENT BY DELIVERING TO THE SECRETARY OF
STATE FOR FILING AN AMENDMENT OR CANCELLATION THAT NAMES THE PARTNERSHIP,
IDENTIFIES THE STATEMENT, AND STATES THE SUBSTANCE OF THE AMENDMENT
OR CANCELLATION.
(5) A PERSON WHO DELIVERS A STATEMENT
TO THE SECRETARY OF STATE FOR FILING PURSUANT TO THIS SECTION
SHALL PROMPTLY DELIVER A COPY OF THE STATEMENT TO EVERY NONFILING
PARTNER AND TO ANY OTHER PERSON NAMED AS A PARTNER IN THE STATEMENT.
FAILURE TO DELIVER A COPY OF A STATEMENT TO A PARTNER OR OTHER
PERSON DOES NOT LIMIT THE EFFECTIVENESS OF THE STATEMENT AS TO
A PERSON NOT A PARTNER.
764106. Law governing internal
relations. (1) EXCEPT AS PROVIDED
IN SUBSECTION (3) OF THIS SECTION, THE LAW OF THE JURISDICTION
UNDER WHICH A PARTNERSHIP IS FORMED GOVERNS RELATIONS AMONG THE
PARTNERS AND BETWEEN THE PARTNERS AND THE PARTNERSHIP.
(2) A PARTNERSHIP IS PRESUMED TO HAVE
BEEN FORMED IN THE JURISDICTION IN WHICH IT HAS ITS CHIEF EXECUTIVE
OFFICE.
(3) THE LAW OF THIS STATE SHALL GOVERN
RELATIONS AMONG THE PARTNERS AND BETWEEN THE PARTNERS AND THE
PARTNERSHIP, AND THE LIABILITY OF PARTNERS FOR PARTNERSHIP OBLIGATIONS,
IN A PARTNERSHIP THAT HAS FILED A REGISTRATION STATEMENT AS A
LIMITED LIABILITY PARTNERSHIP IN THIS STATE.
764107. Partnership subject
to amendment or repeal of article. A PARTNERSHIP
GOVERNED BY THIS ARTICLE IS SUBJECT TO ANY AMENDMENT TO OR REPEAL
OF THIS ARTICLE.
PART 2
NATURE OF PARTNERSHIP
764201. Partnership as entity. A PARTNERSHIP IS AN ENTITY DISTINCT FROM ITS PARTNERS.
764202. Formation of partnership.
(1) EXCEPT AS OTHERWISE PROVIDED
IN SUBSECTION (2) OF THIS SECTION, THE ASSOCIATION OF TWO OR MORE
PERSONS TO CARRY ON AS COOWNERS A BUSINESS FOR PROFIT FORMS
A PARTNERSHIP, WHETHER OR NOT THE PERSONS INTEND TO FORM A PARTNERSHIP.
A LIMITED LIABILITY PARTNERSHIP IS FOR ALL PURPOSES A PARTNERSHIP.
(2) (a) SUBJECT TO SECTION 7641205,
AN ASSOCIATION IS NOT A PARTNERSHIP UNDER THIS ARTICLE IF IT IS
FORMED UNDER A STATUTE OTHER THAN:
(I) THIS ARTICLE;
(II) ARTICLE 60 OF THIS TITLE; OR
(III) A COMPARABLE STATUTE OF ANOTHER
JURISDICTION. A PARTNERSHIP THAT IS SUBJECT TO ARTICLE 60
OF THIS TITLE BY REASON OF THE FIRST SENTENCE OF SUBSECTION (2)
OF SECTION 760106 SHALL BE DEEMED TO BE FORMED UNDER
ARTICLE 60 FOR PURPOSES OF THIS SUBSECTION (2).
(3) IN DETERMINING WHETHER A PARTNERSHIP
IS FORMED, THE FOLLOWING RULES APPLY:
(a) JOINT TENANCY, TENANCY IN COMMON,
TENANCY BY THE ENTIRETIES, JOINT PROPERTY, COMMON PROPERTY, OR
PART OWNERSHIP DOES NOT BY ITSELF ESTABLISH A PARTNERSHIP, EVEN
IF THE COOWNERS SHARE PROFITS MADE BY THE USE OF THE PROPERTY.
(b) THE SHARING OF GROSS RETURNS DOES
NOT BY ITSELF ESTABLISH A PARTNERSHIP, EVEN IF THE PERSONS SHARING
THEM HAVE A JOINT OR COMMON RIGHT OR INTEREST IN PROPERTY FROM
WHICH THE RETURNS ARE DERIVED.
(c) A PERSON WHO RECEIVES A SHARE OF THE
PROFITS OF A BUSINESS IS PRESUMED TO BE A PARTNER IN THE BUSINESS,
UNLESS THE PROFITS WERE RECEIVED IN PAYMENT:
(I) OF A DEBT BY INSTALLMENTS OR OTHERWISE;
(II) FOR SERVICES AS AN INDEPENDENT CONTRACTOR
OR OF WAGES OR OTHER COMPENSATION TO AN EMPLOYEE;
(III) OF RENT;
(IV) OF AN ANNUITY OR OTHER RETIREMENT
OR HEALTH BENEFIT TO A BENEFICIARY, REPRESENTATIVE, OR DESIGNEE
OF A DECEASED OR RETIRED PARTNER;
(V) OF INTEREST OR OTHER CHARGE ON A LOAN,
EVEN IF THE AMOUNT OF PAYMENT VARIES WITH THE PROFITS OF THE BUSINESS,
INCLUDING A DIRECT OR INDIRECT PRESENT OR FUTURE OWNERSHIP OF
THE COLLATERAL OR RIGHTS TO INCOME, PROCEEDS, OR INCREASE IN VALUE
DERIVED FROM THE COLLATERAL; OR
(VI) FOR THE SALE OF THE GOODWILL OF A
BUSINESS OR OTHER PROPERTY BY INSTALLMENTS OR OTHERWISE.
764203. Partnership property.
PROPERTY ACQUIRED BY A PARTNERSHIP IS PROPERTY OF THE PARTNERSHIP
AND NOT OF THE PARTNERS INDIVIDUALLY.
764204. When property is
partnership property. (1) PROPERTY
IS PARTNERSHIP PROPERTY IF ACQUIRED IN THE NAME OF:
(a) THE PARTNERSHIP; OR
(b) ONE OR MORE PARTNERS WITH AN INDICATION
IN THE INSTRUMENT TRANSFERRING TITLE TO THE PROPERTY OF THE PERSON'S
CAPACITY AS A PARTNER OR OF THE EXISTENCE OF A PARTNERSHIP BUT
WITHOUT AN INDICATION OF THE NAME OF THE PARTNERSHIP.
(2) PROPERTY IS ACQUIRED IN THE NAME OF
THE PARTNERSHIP BY A TRANSFER TO:
(a) THE PARTNERSHIP IN ITS NAME; OR
(b) ONE OR MORE PARTNERS IN THEIR CAPACITY
AS PARTNERS IN THE PARTNERSHIP, IF THE NAME OF THE PARTNERSHIP
IS INDICATED IN THE INSTRUMENT TRANSFERRING TITLE TO THE PROPERTY.
(3) PROPERTY IS PRESUMED TO BE PARTNERSHIP
PROPERTY IF PURCHASED WITH PARTNERSHIP ASSETS, EVEN IF NOT ACQUIRED
IN THE NAME OF THE PARTNERSHIP OR OF ONE OR MORE PARTNERS WITH
AN INDICATION IN THE INSTRUMENT TRANSFERRING TITLE TO THE PROPERTY
OF THE PERSON'S CAPACITY AS A PARTNER OR OF THE EXISTENCE OF A
PARTNERSHIP.
(4) PROPERTY ACQUIRED IN THE NAME OF ONE
OR MORE OF THE PARTNERS, WITHOUT AN INDICATION IN THE INSTRUMENT
TRANSFERRING TITLE TO THE PROPERTY OF THE PERSON'S CAPACITY AS
A PARTNER OR OF THE EXISTENCE OF A PARTNERSHIP AND WITHOUT USE
OF PARTNERSHIP ASSETS IS PRESUMED TO BE SEPARATE PROPERTY, EVEN
IF USED FOR PARTNERSHIP PURPOSES.
PART 3
RELATIONS OF PARTNERS TO
PERSONS DEALING WITH PARTNERSHIP
764301. Partner agent of
partnership. (1) SUBJECT TO
THE EFFECT OF A STATEMENT OF PARTNERSHIP AUTHORITY UNDER SECTION
764303:
(a) EACH PARTNER IS AN AGENT OF THE PARTNERSHIP
FOR THE PURPOSES OF ITS BUSINESS. AN ACT OF A PARTNER, INCLUDING
THE EXECUTION OF AN INSTRUMENT IN THE PARTNERSHIP NAME, FOR APPARENTLY
CARRYING ON IN THE ORDINARY COURSE THE PARTNERSHIP BUSINESS OR
BUSINESS OF THE KIND CARRIED ON BY THE PARTNERSHIP BINDS THE PARTNERSHIP,
UNLESS THE PARTNER HAD NO AUTHORITY TO ACT FOR THE PARTNERSHIP
IN THE PARTICULAR MATTER AND THE PERSON WITH WHOM THE PARTNER
WAS DEALING HAD NOTICE THAT THE PARTNER LACKED AUTHORITY.
(b) AN ACT OF A PARTNER WHICH IS NOT APPARENTLY
FOR CARRYING ON IN THE ORDINARY COURSE THE PARTNERSHIP BUSINESS
OR BUSINESS OF THE KIND CARRIED ON BY THE PARTNERSHIP BINDS THE
PARTNERSHIP ONLY IF THE ACT WAS AUTHORIZED BY THE OTHER PARTNERS.
764302. Transfer of partnership
property. (1) PARTNERSHIP PROPERTY
MAY BE TRANSFERRED AS FOLLOWS:
(a) SUBJECT TO THE EFFECT OF A STATEMENT
OF PARTNERSHIP AUTHORITY UNDER SECTION 764303, PARTNERSHIP
PROPERTY HELD IN THE NAME OF THE PARTNERSHIP MAY BE TRANSFERRED
BY AN INSTRUMENT OF TRANSFER EXECUTED BY A PARTNER IN THE PARTNERSHIP
NAME.
(b) PARTNERSHIP PROPERTY HELD IN THE NAME
OF ONE OR MORE PARTNERS WITH AN INDICATION IN THE INSTRUMENT TRANSFERRING
THE PROPERTY TO THEM OF THEIR CAPACITY AS PARTNERS OR OF THE EXISTENCE
OF A PARTNERSHIP, BUT WITHOUT AN INDICATION OF THE NAME OF THE
PARTNERSHIP, MAY BE TRANSFERRED BY AN INSTRUMENT OF TRANSFER EXECUTED
BY THE PERSONS IN WHOSE NAME THE PROPERTY IS HELD.
(c) PARTNERSHIP PROPERTY HELD IN THE NAME
OF ONE OR MORE PERSONS OTHER THAN THE PARTNERSHIP, WITHOUT AN
INDICATION IN THE INSTRUMENT TRANSFERRING THE PROPERTY TO THEM
OF THEIR CAPACITY AS PARTNERS OR OF THE EXISTENCE OF A PARTNERSHIP,
MAY BE TRANSFERRED BY AN INSTRUMENT OF TRANSFER EXECUTED BY THE
PERSONS IN WHOSE NAME THE PROPERTY IS HELD.
(2) A PARTNERSHIP MAY RECOVER PARTNERSHIP
PROPERTY FROM A TRANSFEREE ONLY IF IT PROVES THAT EXECUTION OF
THE INSTRUMENT OF INITIAL TRANSFER DID NOT BIND THE PARTNERSHIP
UNDER SECTION 764301 AND:
(a) AS TO A SUBSEQUENT TRANSFEREE WHO
GAVE VALUE FOR PROPERTY TRANSFERRED UNDER PARAGRAPH (a) OR (b)
OF SUBSECTION (1) OF THIS SECTION, PROVES THAT THE SUBSEQUENT
TRANSFEREE HAD NOTICE THAT THE PERSON WHO EXECUTED THE INSTRUMENT
OF INITIAL TRANSFER LACKED AUTHORITY TO BIND THE PARTNERSHIP;
OR
(b) AS TO A TRANSFEREE WHO GAVE VALUE
FOR PROPERTY TRANSFERRED UNDER PARAGRAPH (c) OF SUBSECTION (1)
OF THIS SECTION, PROVES THAT THE TRANSFEREE HAD NOTICE THAT THE
PROPERTY WAS PARTNERSHIP PROPERTY AND THAT THE PERSON WHO EXECUTED
THE INSTRUMENT OF INITIAL TRANSFER LACKED AUTHORITY TO BIND THE
PARTNERSHIP.
(3) A PARTNERSHIP MAY NOT RECOVER PARTNERSHIP
PROPERTY FROM A SUBSEQUENT TRANSFEREE IF THE PARTNERSHIP WOULD
NOT HAVE BEEN ENTITLED TO RECOVER THE PROPERTY, UNDER SUBSECTION
(2) OF THIS SECTION, FROM ANY EARLIER TRANSFEREE OF THE PROPERTY.
(4) IF A PERSON HOLDS ALL OF THE PARTNERS'
INTERESTS IN THE PARTNERSHIP, ALL OF THE PARTNERSHIP PROPERTY
VESTS IN THAT PERSON. THE PERSON MAY EXECUTE A DOCUMENT IN THE
NAME OF THE PARTNERSHIP TO EVIDENCE VESTING OF THE PROPERTY IN
THAT PERSON AND MAY FILE OR RECORD THE DOCUMENT.
764303. Statement of partnership
authority. (1) A PARTNERSHIP
MAY DELIVER TO THE SECRETARY OF STATE FOR FILING A STATEMENT OF
PARTNERSHIP AUTHORITY, WHICH STATEMENT:
(a) SHALL INCLUDE:
(I) THE NAME OF THE PARTNERSHIP;
(II) THE STREET ADDRESS OF ITS CHIEF EXECUTIVE
OFFICE AND OF ONE OFFICE IN THIS STATE, IF THERE IS ONE;
(III) THE NAMES AND ADDRESSES OF ALL OF
THE PARTNERS OR OF AN AGENT APPOINTED AND MAINTAINED BY THE PARTNERSHIP
FOR PURPOSES OF SUBSECTION (2) OF THIS SECTION; AND
(IV) THE NAMES OF THE PARTNERS AUTHORIZED
TO EXECUTE AN INSTRUMENT TRANSFERRING REAL PROPERTY HELD IN THE
NAME OF THE PARTNERSHIP; AND
(b) MAY STATE THE AUTHORITY, OR LIMITATIONS
ON THE AUTHORITY, OF SOME OR ALL OF THE PARTNERS TO ENTER INTO
OTHER TRANSACTIONS ON BEHALF OF THE PARTNERSHIP AND ANY OTHER
MATTER.
(2) IF A STATEMENT OF PARTNERSHIP AUTHORITY
NAMES AN AGENT, THE AGENT SHALL MAINTAIN A LIST OF THE NAMES AND
ADDRESSES OF ALL OF THE PARTNERS AND MAKE IT AVAILABLE TO ANY
PERSON ON REQUEST FOR GOOD CAUSE SHOWN.
(3) IF A FILED STATEMENT OF PARTNERSHIP
AUTHORITY IS EXECUTED PURSUANT TO SECTION 764105 (3)
AND STATES THE NAME OF THE PARTNERSHIP BUT DOES NOT CONTAIN ALL
OF THE OTHER INFORMATION REQUIRED BY SUBSECTION (1) OF THIS SECTION,
THE STATEMENT NEVERTHELESS OPERATES WITH RESPECT TO A PERSON NOT
A PARTNER AS PROVIDED IN SUBSECTIONS (4) AND (5) OF THIS SECTION.
(4) A FILED STATEMENT OF PARTNERSHIP AUTHORITY
IS PRIMA FACIE EVIDENCE OF THE EXISTENCE OF THE PARTNERSHIP AND
OF THE FACTS RECITED THEREIN AND SUPPLEMENTS THE AUTHORITY OF
A PARTNER TO ENTER INTO TRANSACTIONS ON BEHALF OF THE PARTNERSHIP
AS FOLLOWS:
(a) EXCEPT FOR TRANSFERS OF REAL PROPERTY,
A GRANT OF AUTHORITY CONTAINED IN A FILED STATEMENT OF PARTNERSHIP
AUTHORITY IS CONCLUSIVE IN FAVOR OF A PERSON WHO GIVES VALUE WITHOUT
NOTICE TO THE CONTRARY, SO LONG AS AND TO THE EXTENT THAT A LIMITATION
ON THAT AUTHORITY IS NOT THEN CONTAINED IN ANOTHER FILED STATEMENT.
A FILED CANCELLATION OF A LIMITATION ON AUTHORITY REVIVES THE
PREVIOUS GRANT OF AUTHORITY.
(b) A GRANT OF AUTHORITY TO TRANSFER REAL
PROPERTY HELD IN THE NAME OF THE PARTNERSHIP CONTAINED IN A COPY
OF A FILED STATEMENT OF PARTNERSHIP AUTHORITY RECORDED IN THE
OFFICE FOR RECORDING TRANSFERS OF THAT REAL PROPERTY IS CONCLUSIVE
IN FAVOR OF A PERSON WHO GIVES VALUE WITHOUT HAVING NOTICE TO
THE CONTRARY, SO LONG AS AND TO THE EXTENT THAT A COPY OF A FILED
STATEMENT CONTAINING A LIMITATION ON THAT AUTHORITY IS NOT THEN
OF RECORD IN THE OFFICE FOR RECORDING TRANSFERS OF THAT REAL PROPERTY.
THE RECORDING IN THE OFFICE FOR RECORDING TRANSFERS OF THAT REAL
PROPERTY OF A COPY OF A FILED STATEMENT CANCELING A LIMITATION
ON AUTHORITY REVIVES THE PREVIOUS GRANT OF AUTHORITY.
(5) A PERSON NOT A PARTNER HAS NOTICE
OF A LIMITATION ON THE AUTHORITY OF A PARTNER TO TRANSFER REAL
PROPERTY HELD IN THE NAME OF THE PARTNERSHIP IF A COPY OF A FILED
STATEMENT CONTAINING THE LIMITATION ON AUTHORITY IS OF RECORD
IN THE OFFICE FOR RECORDING TRANSFERS OF THAT REAL PROPERTY.
(6) EXCEPT AS OTHERWISE PROVIDED IN SUBSECTIONS
(4) AND (5) OF THIS SECTION AND IN SECTIONS 764704
(3) AND 764 805 (3), A PERSON NOT A PARTNER DOES NOT
HAVE NOTICE OF A LIMITATION ON THE AUTHORITY OF A PARTNER MERELY
BECAUSE THE LIMITATION IS CONTAINED IN A FILED STATEMENT.
764304. Statement of denial.
A PARTNER OR OTHER PERSON NAMED AS A PARTNER IN A FILED STATEMENT
OF PARTNERSHIP AUTHORITY OR IN A LIST MAINTAINED BY AN AGENT PURSUANT
TO SECTION 764303 (2) MAY DELIVER TO THE SECRETARY
OF STATE FOR FILING A STATEMENT OF DENIAL STATING THE NAME OF
THE PARTNERSHIP AND THE FACT THAT IS BEING DENIED, WHICH MAY INCLUDE
DENIAL OF A PERSON'S AUTHORITY OR STATUS AS A PARTNER. A STATEMENT
OF DENIAL IS A LIMITATION ON AUTHORITY AS PROVIDED IN SECTION
764303 (4) AND (5).
764305. Partnership liable
for partner's actionable conduct. (1) A
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 PARTNER ACTING IN THE ORDINARY
COURSE OF BUSINESS OF THE PARTNERSHIP OR WITH AUTHORITY OF THE
PARTNERSHIP.
(2) IF, IN THE COURSE OF THE PARTNERSHIP'S
BUSINESS OR WHILE ACTING WITH AUTHORITY OF THE PARTNERSHIP, A
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 PARTNER, THE PARTNERSHIP IS LIABLE FOR THE
LOSS.
764306. Partner's liability.
(1) EXCEPT AS OTHERWISE PROVIDED
IN THIS SECTION, ALL PARTNERS ARE LIABLE JOINTLY AND SEVERALLY
FOR ALL PARTNERSHIP OBLIGATIONS UNLESS OTHERWISE AGREED BY THE
CLAIMANT OR PROVIDED BY LAW.
(2) A PERSON ADMITTED AS A PARTNER INTO
AN EXISTING PARTNERSHIP IS NOT PERSONALLY LIABLE FOR ANY PARTNERSHIP
OBLIGATIONS INCURRED BEFORE THE PERSON'S ADMISSION AS A PARTNER.
(3) EXCEPT AS OTHERWISE PROVIDED IN A
WRITTEN PARTNERSHIP AGREEMENT, A PERSON IS NOT, SOLELY BY REASON
OF BEING A PARTNER, LIABLE, DIRECTLY OR INDIRECTLY, INCLUDING
BY WAY OF INDEMNIFICATION, CONTRIBUTION, ASSESSMENT, OR OTHERWISE,
FOR PARTNERSHIP OBLIGATIONS WHICH ARE INCURRED, CREATED, OR ASSUMED
BY THE PARTNERSHIP WHILE THE PARTNERSHIP IS A LIMITED LIABILITY
PARTNERSHIP.
(4) A PARTNER IN A LIMITED LIABILITY PARTNERSHIP
DOES NOT BECOME LIABLE, DIRECTLY OR INDIRECTLY, FOR PARTNERSHIP
OBLIGATIONS INCURRED, CREATED, OR ASSUMED WHILE THE PARTNERSHIP
WAS A LIMITED LIABILITY PARTNERSHIP MERELY BECAUSE THE PARTNERSHIP
CEASES TO BE A LIMITED LIABILITY PARTNERSHIP.
764307. Actions by and against partnership and partners. (1) A PARTNERSHIP MAY SUE AND BE SUED IN THE NAME OF THE PARTNERSHIP.
(2) AN ACTION MAY BE BROUGHT AGAINST THE
PARTNERSHIP AND ANY OR ALL OF THE PARTNERS IN THE SAME ACTION
OR IN SEPARATE ACTIONS.
(3) A JUDGMENT AGAINST A PARTNERSHIP IS
NOT BY ITSELF A JUDGMENT AGAINST A PARTNER. A JUDGMENT AGAINST
A PARTNERSHIP MAY NOT BE SATISFIED FROM THE ASSETS OF A PARTNER
LIABLE AS PROVIDED IN SECTION 764306 FOR THE PARTNERSHIP
OBLIGATION UNLESS THERE IS ALSO A JUDGMENT AGAINST THE PARTNER
FOR SUCH OBLIGATION.
(4) A JUDGMENT CREDITOR OF A PARTNER MAY
NOT LEVY EXECUTION AGAINST THE ASSETS OF THE PARTNER TO SATISFY
A JUDGMENT BASED ON A CLAIM AGAINST THE PARTNERSHIP UNLESS:
(a) THE CLAIM IS FOR A PARTNERSHIP OBLIGATION
FOR WHICH THE PARTNER IS LIABLE AS PROVIDED IN SECTION 764306
AND EITHER:
(I) A JUDGMENT BASED ON THE SAME CLAIM
HAS BEEN OBTAINED AGAINST THE PARTNERSHIP AND A WRIT OF EXECUTION
ON THE JUDGMENT HAS BEEN RETURNED UNSATISFIED IN WHOLE OR IN PART;
(II) THE PARTNERSHIP IS A DEBTOR IN BANKRUPTCY;
(III) THE PARTNER HAS AGREED THAT THE
CREDITOR NEED NOT EXHAUST PARTNERSHIP ASSETS; OR
(IV) A COURT GRANTS PERMISSION TO THE
JUDGMENT CREDITOR TO LEVY EXECUTION AGAINST THE ASSETS OF A PARTNER
BASED ON A FINDING THAT PARTNERSHIP ASSETS SUBJECT TO EXECUTION
ARE CLEARLY INSUFFICIENT TO SATISFY THE JUDGMENT, THAT EXHAUSTION
OF PARTNERSHIP ASSETS IS EXCESSIVELY BURDENSOME, OR THAT THE GRANT
OF PERMISSION IS AN APPROPRIATE EXERCISE OF THE COURT'S EQUITABLE
POWERS; OR
(b) LIABILITY IS IMPOSED ON THE PARTNER
BY LAW OR CONTRACT INDEPENDENT OF THE EXISTENCE OF THE PARTNERSHIP.
(5) THIS SECTION APPLIES TO ANY PARTNERSHIP
OBLIGATION RESULTING FROM A REPRESENTATION BY A PARTNER OR PURPORTED
PARTNER UNDER SECTION 764308.
764308. Liability of purported
partner. (1) IF A PERSON, BY
WORDS OR CONDUCT, PURPORTS TO BE A PARTNER, OR CONSENTS TO BEING
REPRESENTED BY ANOTHER AS A PARTNER, IN A PARTNERSHIP OR WITH
ONE OR MORE PERSONS NOT PARTNERS, THE PURPORTED PARTNER IS LIABLE
TO A PERSON TO WHOM THE REPRESENTATION IS MADE, IF THAT PERSON,
RELYING ON THE REPRESENTATION, ENTERS INTO A TRANSACTION WITH
THE ACTUAL OR PURPORTED PARTNERSHIP EXCEPT THAT, IN THE CASE OF
A LIMITED LIABILITY PARTNERSHIP, THE PERSON'S LIABILITY IS SUBJECT
TO SECTION 764306 AS IF THE PERSON WERE A PARTNER.
IF THE REPRESENTATION, EITHER BY THE PURPORTED PARTNER OR BY A
PERSON WITH THE PURPORTED PARTNER'S CONSENT, IS MADE IN A PUBLIC
MANNER, THE PURPORTED PARTNER IS LIABLE TO A PERSON WHO RELIES
UPON THE PURPORTED PARTNERSHIP EVEN IF THE PURPORTED PARTNER IS
NOT AWARE OF BEING HELD OUT AS A PARTNER TO THE CLAIMANT. IF A
PARTNERSHIP OBLIGATION RESULTS, THE PURPORTED PARTNER IS LIABLE
WITH RESPECT TO THAT OBLIGATION AS IF THE PURPORTED PARTNER WERE
A PARTNER. IF NO PARTNERSHIP OBLIGATION RESULTS, THE PURPORTED
PARTNER IS LIABLE WITH RESPECT TO THAT LIABILITY JOINTLY AND SEVERALLY
WITH ANY OTHER PERSON CONSENTING TO THE REPRESENTATION.
(2) IF A PERSON IS THUS REPRESENTED TO
BE A PARTNER IN AN EXISTING PARTNERSHIP, OR WITH ONE OR MORE PERSONS
NOT PARTNERS, THE PURPORTED PARTNER IS AN AGENT OF PERSONS CONSENTING
TO THE REPRESENTATION TO BIND THEM TO THE SAME EXTENT AND IN THE
SAME MANNER AS IF THE PURPORTED PARTNER WERE A PARTNER, WITH RESPECT
TO PERSONS WHO ENTER INTO TRANSACTIONS IN RELIANCE UPON THE REPRESENTATION.
IF ALL OF THE PARTNERS OF THE EXISTING PARTNERSHIP CONSENT TO
THE REPRESENTATION, A PARTNERSHIP ACT OR PARTNERSHIP OBLIGATION
RESULTS. IF FEWER THAN ALL OF THE PARTNERS OF THE EXISTING PARTNERSHIP
CONSENT TO THE REPRESENTATION, THE PERSON ACTING AND THE PARTNERS
CONSENTING TO THE REPRESENTATION ARE JOINTLY AND SEVERALLY LIABLE.
(3) A PERSON IS NOT LIABLE AS A PARTNER
MERELY BECAUSE THE PERSON IS NAMED BY ANOTHER IN A STATEMENT OF
PARTNERSHIP AUTHORITY.
(4) A PERSON DOES NOT CONTINUE TO BE LIABLE
AS A PARTNER MERELY BECAUSE OF A FAILURE TO DELIVER TO THE SECRETARY
OF STATE FOR FILING A STATEMENT OF DISSOCIATION OR AN AMENDMENT
OF A STATEMENT OF PARTNERSHIP AUTHORITY TO INDICATE THE PARTNER'S
DISSOCIATION FROM THE PARTNERSHIP.
(5) EXCEPT AS OTHERWISE PROVIDED IN SUBSECTIONS
(1) AND (2) OF THIS SECTION, PERSONS WHO ARE NOT PARTNERS AS TO
EACH OTHER ARE NOT LIABLE AS PARTNERS TO OTHER PERSONS.
PART 4
RELATIONS OF PARTNERS TO EACH OTHER
AND TO PARTNERSHIP
764401. Partner's rights
and duties. (1) EACH PARTNER
IS DEEMED TO HAVE AN ACCOUNT THAT IS:
(a) CREDITED WITH AN AMOUNT EQUAL TO THE
MONEY PLUS THE VALUE OF ANY OTHER PROPERTY, NET OF THE AMOUNT
OF ANY LIABILITIES, THE PARTNER CONTRIBUTES TO THE PARTNERSHIP
AND THE PARTNER'S SHARE OF THE PARTNERSHIP PROFITS; AND
(b) CHARGED WITH AN AMOUNT EQUAL TO THE
MONEY PLUS THE VALUE OF ANY OTHER PROPERTY, NET OF THE AMOUNT
OF ANY LIABILITIES, DISTRIBUTED BY THE PARTNERSHIP TO THE PARTNER
AND THE PARTNER'S SHARE OF THE PARTNERSHIP LOSSES.
(2) EACH PARTNER IS ENTITLED TO AN EQUAL
SHARE OF THE PARTNERSHIP PROFITS AND IS CHARGEABLE WITH A SHARE
OF THE PARTNERSHIP LOSSES IN PROPORTION TO THE PARTNER'S SHARE
OF THE PROFITS.
(3) A PARTNERSHIP SHALL REIMBURSE A PARTNER
FOR PAYMENTS MADE AND INDEMNIFY A PARTNER FOR LIABILITIES INCURRED
BY THE PARTNER IN THE ORDINARY COURSE OF THE BUSINESS OF THE PARTNERSHIP
OR FOR THE PRESERVATION OF ITS BUSINESS OR PROPERTY; PROVIDED,
HOWEVER, THAT SUCH PAYMENTS WERE MADE OR LIABILITIES INCURRED
WITHOUT VIOLATION OF THE PARTNER'S DUTIES TO THE PARTNERSHIP OR
THE OTHER PARTNERS.
(4) A PARTNERSHIP SHALL REIMBURSE A PARTNER
FOR AN ADVANCE TO THE PARTNERSHIP BEYOND THE AMOUNT OF CAPITAL
THE PARTNER AGREED TO CONTRIBUTE.
(5) A PAYMENT OR ADVANCE MADE BY A PARTNER
WHICH GIVES RISE TO A PARTNERSHIP OBLIGATION UNDER SUBSECTION
(3) OR (4) OF THIS SECTION CONSTITUTES A LOAN TO THE PARTNERSHIP
WHICH ACCRUES INTEREST FROM THE DATE OF THE PAYMENT OR ADVANCE.
(6) EACH PARTNER HAS EQUAL RIGHTS IN THE
MANAGEMENT AND CONDUCT OF THE PARTNERSHIP BUSINESS.
(7) A PARTNER MAY USE OR POSSESS PARTNERSHIP
PROPERTY ONLY ON BEHALF OF THE PARTNERSHIP.
(8) A PARTNER IS NOT ENTITLED TO REMUNERATION
FOR SERVICES PERFORMED FOR THE PARTNERSHIP EXCEPT FOR REASONABLE
COMPENSATION FOR SERVICES RENDERED IN WINDING UP THE BUSINESS
OF THE PARTNERSHIP.
(9) A PERSON MAY BECOME A PARTNER ONLY
WITH THE CONSENT OF ALL OF THE PARTNERS.
(10) A DIFFERENCE ARISING AS TO A MATTER
IN THE ORDINARY COURSE OF BUSINESS OF A PARTNERSHIP MAY BE DECIDED
BY A MAJORITY OF THE PARTNERS. AN ACT OUTSIDE THE ORDINARY COURSE
OF BUSINESS OF A PARTNERSHIP AND AN AMENDMENT TO THE PARTNERSHIP
AGREEMENT MAY BE UNDERTAKEN ONLY WITH THE CONSENT OF ALL OF THE
PARTNERS.
(11) THIS SECTION DOES NOT AFFECT THE
OBLIGATIONS OF A PARTNERSHIP TO OTHER PERSONS UNDER SECTION 764301.
764402. Distributions in
kind. A PARTNER HAS NO RIGHT TO RECEIVE,
AND MAY NOT BE REQUIRED TO ACCEPT, A DISTRIBUTION IN KIND.
764403. Partner's rights
and duties with respect to information. (1) A
PARTNERSHIP SHALL KEEP ITS BOOKS AND RECORDS, IF ANY, AT ITS CHIEF
EXECUTIVE OFFICE.
(2) A PARTNERSHIP SHALL PROVIDE PARTNERS
AND THEIR AGENTS AND ATTORNEYS ACCESS TO ITS BOOKS AND RECORDS.
IT SHALL PROVIDE FORMER PARTNERS AND THEIR AGENTS AND ATTORNEYS
ACCESS TO BOOKS AND RECORDS PERTAINING TO THE PERIOD DURING WHICH
THEY WERE PARTNERS. THE RIGHT OF ACCESS PROVIDES THE OPPORTUNITY
TO INSPECT AND COPY BOOKS AND RECORDS DURING ORDINARY BUSINESS
HOURS. A PARTNERSHIP MAY IMPOSE A REASONABLE CHARGE, COVERING
THE COSTS OF LABOR AND MATERIAL, FOR COPIES OF DOCUMENTS FURNISHED.
(3) EACH PARTNER AND THE PARTNERSHIP SHALL
FURNISH TO A PARTNER, AND TO THE LEGAL REPRESENTATIVE OF A DECEASED
PARTNER OR PARTNER UNDER LEGAL DISABILITY:
(a) WITHOUT DEMAND, ANY INFORMATION CONCERNING
THE PARTNERSHIP'S BUSINESS AND AFFAIRS REASONABLY REQUIRED FOR
THE PROPER EXERCISE OF THE PARTNER'S RIGHTS AND DUTIES UNDER THE
PARTNERSHIP AGREEMENT OR THIS ARTICLE; AND
(b) ON DEMAND, ANY OTHER INFORMATION CONCERNING
THE PARTNERSHIP'S BUSINESS AND AFFAIRS, EXCEPT TO THE EXTENT THE
DEMAND OR THE INFORMATION DEMANDED IS UNREASONABLE OR OTHERWISE
IMPROPER UNDER THE CIRCUMSTANCES.
764404. General standards
of partner's conduct. (1) THE
DUTIES A PARTNER OWES TO THE PARTNERSHIP AND THE OTHER PARTNERS,
IN ADDITION TO THOSE ESTABLISHED ELSEWHERE IN THIS ARTICLE, INCLUDE
THE DUTIES TO:
(a) ACCOUNT TO THE PARTNERSHIP AND HOLD
AS TRUSTEE FOR IT ANY PROPERTY, PROFIT, OR BENEFIT DERIVED BY
THE PARTNER IN THE CONDUCT OR WINDING UP OF THE PARTNERSHIP BUSINESS
OR DERIVED FROM A USE BY THE PARTNER OF PARTNERSHIP PROPERTY,
INCLUDING THE APPROPRIATION OF A PARTNERSHIP OPPORTUNITY;
(b) REFRAIN FROM DEALING WITH THE PARTNERSHIP
IN THE CONDUCT OR WINDING UP OF THE PARTNERSHIP BUSINESS AS OR
ON BEHALF OF A PARTY HAVING AN INTEREST ADVERSE TO THE PARTNERSHIP;
(c) REFRAIN FROM COMPETING WITH THE PARTNERSHIP
IN THE CONDUCT OF THE PARTNERSHIP BUSINESS BEFORE THE DISSOLUTION
OF THE PARTNERSHIP; AND
(d) COMPLY WITH THE PROVISIONS OF THE
PARTNERSHIP AGREEMENT.
(2) A PARTNER OWES TO THE PARTNERSHIP
AND THE OTHER PARTNERS A DUTY OF CARE IN THE CONDUCT AND WINDING
UP OF THE PARTNERSHIP BUSINESS WHICH SHALL BE LIMITED TO REFRAINING
FROM ENGAGING IN GROSSLY NEGLIGENT OR RECKLESS CONDUCT, INTENTIONAL
MISCONDUCT, OR A KNOWING VIOLATION OF LAW.
(3) A PARTNER SHALL DISCHARGE THE PARTNER'S
DUTIES TO THE PARTNERSHIP AND THE OTHER PARTNERS AND EXERCISE
ANY RIGHTS CONSISTENTLY WITH THE OBLIGATION OF GOOD FAITH AND
FAIR DEALING.
(4) A PARTNER DOES NOT VIOLATE A DUTY
OR OBLIGATION TO THE PARTNERSHIP OR THE OTHER PARTNERS SOLELY
BECAUSE THE PARTNER'S CONDUCT FURTHERS THE PARTNER'S OWN INTEREST.
(5) A PARTNER MAY LEND MONEY TO AND TRANSACT
OTHER BUSINESS WITH THE PARTNERSHIP, AND AS TO EACH LOAN OR TRANSACTION
THE RIGHTS AND OBLIGATIONS OF THE PARTNER MAY BE EXERCISED OR
PERFORMED IN THE SAME MANNER AS THOSE OF A PERSON WHO IS NOT A
PARTNER, SUBJECT TO OTHER APPLICABLE LAW.
(6) IF A PARTNERSHIP IS FORMED, THE DUTIES
A PARTNER OWES TO THE PARTNERSHIP AND THE OTHER PARTNERS PERTAIN
TO ALL TRANSACTIONS CONNECTED WITH THE FORMATION, CONDUCT, OR
LIQUIDATION OF THE PARTNERSHIP.
(7) THIS SECTION APPLIES TO A PERSON WINDING
UP THE PARTNERSHIP BUSINESS AS THE PERSONAL OR LEGAL REPRESENTATIVE
OF THE LAST SURVIVING PARTNER AS IF THE PERSON WERE A PARTNER.
764405. Actions by partnership
and partners. (1) A PARTNERSHIP
MAY MAINTAIN AN ACTION AGAINST A PARTNER FOR A BREACH OF THE PARTNERSHIP
AGREEMENT, OR FOR THE VIOLATION OF A DUTY TO THE PARTNERSHIP,
CAUSING HARM TO THE PARTNERSHIP.
(2) A PARTNER MAY MAINTAIN AN ACTION AGAINST
THE PARTNERSHIP OR ANOTHER PARTNER FOR LEGAL OR EQUITABLE RELIEF,
WITH OR WITHOUT AN ACCOUNTING AS TO PARTNERSHIP BUSINESS, TO:
(a) ENFORCE THE PARTNER'S RIGHTS UNDER
THE PARTNERSHIP AGREEMENT;
(b) ENFORCE THE PARTNER'S RIGHTS UNDER
THIS ARTICLE, INCLUDING:
(I) THE PARTNER'S RIGHTS UNDER SECTION
764401, 764403, OR 764404;
(II) THE PARTNER'S RIGHT ON DISSOCIATION
TO HAVE THE PARTNER'S INTEREST IN THE PARTNERSHIP PURCHASED PURSUANT
TO SECTION 764701 OR ENFORCE ANY OTHER RIGHT UNDER
PART 6 OR PART 7 OF THIS ARTICLE; OR
(III) THE PARTNER'S RIGHT TO COMPEL A
DISSOLUTION AND WINDING UP OF THE PARTNERSHIP BUSINESS UNDER SECTION
764801 OR ENFORCE ANY OTHER RIGHT UNDER PART 8 OF
THIS ARTICLE; OR
(c) ENFORCE THE RIGHTS AND OTHERWISE PROTECT
THE INTERESTS OF THE PARTNER, INCLUDING RIGHTS AND INTERESTS ARISING
INDEPENDENTLY OF THE PARTNERSHIP RELATIONSHIP.
(3) THE ACCRUAL OF, AND ANY TIME LIMITATION
ON, A RIGHT OF ACTION FOR A REMEDY UNDER THIS SECTION IS GOVERNED
BY OTHER LAW. A RIGHT TO AN ACCOUNTING UPON A DISSOLUTION AND
WINDING UP DOES NOT REVIVE A CLAIM BARRED BY LAW.
764406. Continuation of
partnership beyond definite term or particular undertaking. (1) IF
A PARTNERSHIP FOR A DEFINITE TERM OR PARTICULAR UNDERTAKING IS
CONTINUED, WITHOUT AN EXPRESS AGREEMENT, AFTER THE EXPIRATION
OF THE TERM OR COMPLETION OF THE UNDERTAKING, THE RIGHTS AND DUTIES
OF THE PARTNERS REMAIN THE SAME AS THEY WERE AT THE EXPIRATION
OR COMPLETION, SO FAR AS IS CONSISTENT WITH A PARTNERSHIP AT WILL.
(2) IF THE PARTNERS, OR THOSE OF THEM
WHO HABITUALLY ACTED IN THE BUSINESS DURING THE TERM OR UNDERTAKING,
CONTINUE THE BUSINESS WITHOUT ANY SETTLEMENT OR LIQUIDATION OF
THE PARTNERSHIP, THEY ARE PRESUMED TO HAVE AGREED THAT THE PARTNERSHIP
WILL CONTINUE.
PART 5
TRANSFEREES AND CREDITORS OF PARTNER
764501. Partner not coowner
of partnership property. A PARTNER IS
NOT A COOWNER OF PARTNERSHIP PROPERTY AND HAS NO INTEREST
IN PARTNERSHIP PROPERTY WHICH CAN BE TRANSFERRED, EITHER VOLUNTARILY
OR INVOLUNTARILY.
764502. Partner's transferable
interest in partnership. A PARTNER'S TRANSFERABLE
INTEREST IS PERSONAL PROPERTY. ONLY A PARTNER'S TRANSFERABLE INTEREST
MAY BE TRANSFERRED.
764503. Transfer of partner's
transferable interest. (1) A
TRANSFER, IN WHOLE OR IN PART, OF A PARTNER'S TRANSFERABLE INTEREST
IN THE PARTNERSHIP:
(a) IS PERMISSIBLE;
(b) DOES NOT BY ITSELF CAUSE THE PARTNER'S
DISSOCIATION OR A DISSOLUTION AND WINDING UP OF THE PARTNERSHIP
BUSINESS; AND
(c) DOES NOT ENTITLE THE TRANSFEREE TO
PARTICIPATE IN THE MANAGEMENT OR CONDUCT OF THE PARTNERSHIP BUSINESS,
TO REQUIRE ACCESS TO INFORMATION CONCERNING PARTNERSHIP TRANSACTIONS,
OR TO INSPECT OR COPY THE PARTNERSHIP BOOKS OR RECORDS.
(2) A TRANSFEREE OF A PARTNER'S TRANSFERABLE
INTEREST IN THE PARTNERSHIP HAS A RIGHT:
(a) TO RECEIVE, IN ACCORDANCE WITH THE
TRANSFER, DISTRIBUTIONS TO WHICH THE TRANSFEROR WOULD OTHERWISE
BE ENTITLED;
(b) TO RECEIVE UPON THE DISSOLUTION AND
WINDING UP OF THE PARTNERSHIP BUSINESS, IN ACCORDANCE WITH THE
TRANSFER, THE NET AMOUNT OTHERWISE DISTRIBUTABLE TO THE TRANSFEROR;
AND
(c) TO SEEK UNDER SECTION 764801
(1) (f) A JUDICIAL DETERMINATION THAT IT IS EQUITABLE TO WIND
UP THE PARTNERSHIP BUSINESS.
(3) IN A DISSOLUTION AND WINDING UP, A
TRANSFEREE IS ENTITLED TO AN ACCOUNT OF PARTNERSHIP TRANSACTIONS
ONLY FROM THE DATE OF THE LATEST ACCOUNT AGREED TO BY ALL OF THE
PARTNERS.
(4) UPON TRANSFER, THE TRANSFEROR RETAINS THE RIGHTS AND DUTIES OF A PARTNER OTHER THAN THE INTEREST TRANSFERRED.
(5) A PARTNERSHIP NEED NOT GIVE EFFECT
TO A TRANSFEREE'S RIGHTS UNDER THIS SECTION UNTIL IT HAS NOTICE
OF THE TRANSFER. ON REQUEST OF THE PARTNERSHIP OR ANY PARTNER,
THE TRANSFEREE SHALL FURNISH REASONABLE PROOF OF THE TRANSFER.
(6) A TRANSFER OF A PARTNER'S TRANSFERABLE
INTEREST IN THE PARTNERSHIP IN VIOLATION OF A RESTRICTION ON TRANSFER
CONTAINED IN THE PARTNERSHIP AGREEMENT IS INEFFECTIVE AS TO A
PERSON HAVING NOTICE OF THE RESTRICTION AT THE TIME OF TRANSFER.
764504. Partner's transferable
interest subject to charging order. (1) ON
APPLICATION BY A JUDGMENT CREDITOR OF A PARTNER OR OF A PARTNER'S
TRANSFEREE, A COURT HAVING JURISDICTION MAY CHARGE THE TRANSFERABLE
INTEREST OF THE JUDGMENT DEBTOR TO SATISFY THE JUDGMENT. THE COURT
MAY APPOINT A RECEIVER OF THE SHARE OF THE DISTRIBUTIONS DUE OR
TO BECOME DUE TO THE JUDGMENT DEBTOR IN RESPECT OF THE PARTNERSHIP
AND MAKE ALL OTHER ORDERS, DIRECTIONS, ACCOUNTS, AND INQUIRIES
THE JUDGMENT DEBTOR MIGHT HAVE MADE OR WHICH THE CIRCUMSTANCES
OF THE CASE MAY REQUIRE.
(2) A CHARGING ORDER CONSTITUTES A LIEN
ON THE JUDGMENT DEBTOR'S TRANSFERABLE INTEREST IN THE PARTNERSHIP.
THE COURT MAY ORDER A FORECLOSURE OF THE TRANSFERABLE INTEREST
SUBJECT TO THE CHARGING ORDER AT ANY TIME. THE PURCHASER AT THE
FORECLOSURE SALE HAS THE RIGHTS OF A TRANSFEREE.
(3) AT ANY TIME BEFORE FORECLOSURE, A
TRANSFERABLE INTEREST CHARGED MAY BE REDEEMED:
(a) BY THE JUDGMENT DEBTOR;
(b) WITH PROPERTY OTHER THAN PARTNERSHIP
PROPERTY, BY ONE OR MORE OF THE OTHER PARTNERS; OR
(c) BY THE PARTNERSHIP WITH THE CONSENT
OF ALL OF THE PARTNERS WHOSE TRANSFERABLE INTERESTS ARE NOT SO
CHARGED OR WITH SUCH LESSER CONSENT AS MAY BE PERMITTED BY THE
PARTNERSHIP AGREEMENT.
(4) THIS ARTICLE DOES NOT DEPRIVE A PARTNER
OF A RIGHT UNDER EXEMPTION LAWS WITH RESPECT TO THE PARTNER'S
TRANSFERABLE INTEREST IN THE PARTNERSHIP.
(5) THIS SECTION PROVIDES THE EXCLUSIVE
REMEDY BY WHICH A JUDGMENT CREDITOR OF A PARTNER OR PARTNER'S
TRANSFEREE MAY SATISFY A JUDGMENT OUT OF THE JUDGMENT DEBTOR'S
TRANSFERABLE INTEREST IN THE PARTNERSHIP.
PART 6
PARTNER'S DISSOCIATION
764601. Events causing
partner's dissociation. (1) A
PARTNER IS DISSOCIATED FROM A PARTNERSHIP UPON THE OCCURRENCE
OF ANY OF THE FOLLOWING EVENTS:
(a) THE PARTNERSHIP'S HAVING NOTICE OF
THE PARTNER'S EXPRESS WILL TO WITHDRAW AS A PARTNER, EXCEPT THAT,
IF THE PARTNERSHIP HAS NOTICE THAT THE PARTNER'S WILL IS TO WITHDRAW
AT A LATER DATE, THEN THE DISSOCIATION SHALL OCCUR AT THE LATER
DATE SPECIFIED BY THE PARTNER;
(b) AN EVENT AGREED TO IN THE PARTNERSHIP
AGREEMENT AS CAUSING THE PARTNER'S DISSOCIATION;
(c) THE PARTNER'S EXPULSION PURSUANT TO
THE PARTNERSHIP AGREEMENT;
(d) THE PARTNER'S EXPULSION BY THE UNANIMOUS
VOTE OF THE OTHER PARTNERS IF:
(I) IT IS UNLAWFUL TO CARRY ON THE PARTNERSHIP
BUSINESS WITH THAT PARTNER;
(II) THERE HAS BEEN A TRANSFER OF ALL
OR SUBSTANTIALLY ALL OF THAT PARTNER'S TRANSFERABLE INTEREST,
OTHER THAN A TRANSFER FOR SECURITY PURPOSES WHICH HAS NOT BEEN
FORECLOSED, OR A COURT ORDER CHARGING THE PARTNER'S INTEREST WHICH
HAS NOT BEEN FORECLOSED;
(III) WITHIN NINETY DAYS AFTER THE PARTNERSHIP
NOTIFIES A CORPORATE PARTNER THAT IT WILL BE EXPELLED BECAUSE
IT HAS BEEN DISSOLVED OR ITS RIGHT TO CONDUCT BUSINESS HAS BEEN
SUSPENDED BY THE JURISDICTION OF ITS INCORPORATION, THERE IS NO
REVOCATION OF THE DISSOLUTION OR NO REINSTATEMENT OF ITS RIGHT
TO CONDUCT BUSINESS; OR
(IV) A PARTNERSHIP, LIMITED PARTNERSHIP,
LIMITED PARTNERSHIP ASSOCIATION, OR LIMITED LIABILITY COMPANY
THAT IS A PARTNER HAS BEEN DISSOLVED AND ITS BUSINESS IS BEING
WOUND UP;
(e) ON APPLICATION BY THE PARTNERSHIP
OR ANOTHER PARTNER, THE PARTNER'S EXPULSION BY JUDICIAL DETERMINATION
BECAUSE:
(I) THE PARTNER ENGAGED IN WRONGFUL CONDUCT
THAT ADVERSELY AND MATERIALLY AFFECTED THE PARTNERSHIP BUSINESS;
(II) THE PARTNER WILLFULLY OR PERSISTENTLY
COMMITTED A MATERIAL BREACH OF THE PARTNERSHIP AGREEMENT OR OF
A DUTY OWED TO THE PARTNERSHIP OR THE OTHER PARTNERS UNDER SECTION
764404; OR
(III) THE PARTNER ENGAGED IN CONDUCT RELATING
TO THE PARTNERSHIP BUSINESS WHICH MAKES IT NOT REASONABLY PRACTICABLE
TO CARRY ON THE BUSINESS IN PARTNERSHIP WITH THE PARTNER;
(f) THE PARTNER'S:
(I) BECOMING A DEBTOR IN BANKRUPTCY;
(II) EXECUTING AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS;
(III) SEEKING, CONSENTING TO, OR ACQUIESCING
IN THE APPOINTMENT OF A TRUSTEE, RECEIVER, OR LIQUIDATOR OF THAT
PARTNER OR OF ALL OR SUBSTANTIALLY ALL OF THAT PARTNER'S PROPERTY;
OR
(IV) FAILING, WITHIN NINETY DAYS AFTER
THE APPOINTMENT, TO HAVE VACATED OR STAYED THE APPOINTMENT OF
A TRUSTEE, RECEIVER, OR LIQUIDATOR OF THE PARTNER OR OF ALL OR
SUBSTANTIALLY ALL OF THE PARTNER'S PROPERTY OBTAINED WITHOUT THE
PARTNER'S CONSENT OR ACQUIESCENCE, OR FAILING WITHIN NINETY DAYS
AFTER THE EXPIRATION OF A STAY TO HAVE THE APPOINTMENT VACATED;
(g) IN THE CASE OF A PARTNER WHO IS AN
INDIVIDUAL:
(I) THE PARTNER'S DEATH;
(II) THE APPOINTMENT OF A GUARDIAN OR
GENERAL CONSERVATOR FOR THE PARTNER; OR
(III) A JUDICIAL DETERMINATION THAT THE
PARTNER HAS OTHERWISE BECOME INCAPABLE OF PERFORMING THE PARTNER'S
DUTIES UNDER THE PARTNERSHIP AGREEMENT;
(h) IN THE CASE OF A PARTNER THAT IS A
TRUST OR IS ACTING AS A PARTNER BY VIRTUE OF BEING A TRUSTEE OF
A TRUST, DISTRIBUTION OF THE TRUST'S ENTIRE TRANSFERABLE INTEREST
IN THE PARTNERSHIP, BUT NOT MERELY BY REASON OF THE SUBSTITUTION
OF A SUCCESSOR TRUSTEE;
(i) IN THE CASE OF A PARTNER THAT IS AN
ESTATE OR IS ACTING AS A PARTNER BY VIRTUE OF BEING A PERSONAL
REPRESENTATIVE OF AN ESTATE, DISTRIBUTION OF THE ESTATE'S ENTIRE
TRANSFERABLE INTEREST IN THE PARTNERSHIP, BUT NOT MERELY BY REASON
OF THE SUBSTITUTION OF A SUCCESSOR PERSONAL REPRESENTATIVE; OR
(j) TERMINATION OF A PARTNER'S EXISTENCE.
764602. Partner's power
to dissociate wrongful dissociation. (1) A
PARTNER HAS THE POWER TO DISSOCIATE AT ANY TIME, RIGHTFULLY OR
WRONGFULLY, BY EXPRESS WILL PURSUANT TO SECTION 764601
(1) (a).
(2) A PARTNER'S DISSOCIATION IS WRONGFUL
ONLY IF:
(a) IT IS IN BREACH OF AN EXPRESS PROVISION
OF THE PARTNERSHIP AGREEMENT; OR
(b) IN THE CASE OF A PARTNERSHIP FOR A
DEFINITE TERM OR PARTICULAR UNDERTAKING, BEFORE THE EXPIRATION
OF THE TERM OR THE COMPLETION OF THE UNDERTAKING:
(I) THE PARTNER WITHDRAWS BY EXPRESS WILL,
UNLESS THE WITHDRAWAL FOLLOWS WITHIN NINETY DAYS AFTER ANOTHER
PARTNER'S DISSOCIATION BY DEATH OR OTHERWISE UNDER SECTION 764601
(1) (f) TO (1) (j) OR WRONGFUL DISSOCIATION UNDER THIS SUBSECTION
(2);
(II) THE PARTNER IS EXPELLED BY JUDICIAL
DETERMINATION UNDER SECTION 764601 (1) (e);
(III) THE PARTNER IS DISSOCIATED UNDER
SECTION 764601 (1) (f); OR
(IV) IN THE CASE OF A PARTNER WHO IS NOT
AN INDIVIDUAL, TRUST OTHER THAN A BUSINESS TRUST, OR ESTATE, THE
PARTNER IS EXPELLED OR OTHERWISE DISSOCIATED BECAUSE IT WILLFULLY
DISSOLVED OR TERMINATED.
(3) A PARTNER WHO WRONGFULLY DISSOCIATES
IS LIABLE TO THE PARTNERSHIP AND TO THE OTHER PARTNERS FOR DAMAGES
CAUSED BY THE DISSOCIATION. THE LIABILITY IS IN ADDITION TO ANY
OTHER OBLIGATION OF THE PARTNER TO THE PARTNERSHIP OR TO THE OTHER
PARTNERS.
764603. Effect of partner's
dissociation. (1) IF A PARTNER'S
DISSOCIATION RESULTS IN A DISSOLUTION AND WINDING UP OF THE PARTNERSHIP
BUSINESS, PART 8 OF THIS ARTICLE APPLIES; OTHERWISE, PART 7 OF
THIS ARTICLE APPLIES.
(2) UPON A PARTNER'S DISSOCIATION:
(a) THE PARTNER'S RIGHT TO PARTICIPATE
IN THE MANAGEMENT AND CONDUCT OF THE PARTNERSHIP BUSINESS TERMINATES,
EXCEPT AS OTHERWISE PROVIDED IN SECTION 764803;
(b) THE PARTNER'S DUTIES UNDER SECTION
764404 (1) (c) TERMINATE; AND
(c) THE PARTNER'S DUTIES UNDER SECTION
764404 (1) (a), (1) (b), AND (2) CONTINUE ONLY WITH
REGARD TO MATTERS ARISING AND EVENTS OCCURRING BEFORE THE PARTNER'S
DISSOCIATION, UNLESS THE PARTNER PARTICIPATES IN WINDING UP THE
PARTNERSHIP'S BUSINESS PURSUANT TO SECTION 764803.
PART 7
PARTNER'S DISSOCIATION WHEN
BUSINESS NOT WOUND UP
764701. Purchase of dissociated
partner's interest. (1) IF
A PARTNER IS DISSOCIATED FROM A PARTNERSHIP WITHOUT RESULTING
IN A DISSOLUTION AND WINDING UP OF THE PARTNERSHIP BUSINESS UNDER
SECTION 764801, THE PARTNERSHIP SHALL CAUSE THE
DISSOCIATED PARTNER'S INTEREST IN THE PARTNERSHIP TO BE PURCHASED
FOR A BUYOUT PRICE DETERMINED PURSUANT TO SUBSECTION (2)
OF THIS SECTION.
(2) THE BUYOUT PRICE OF A DISSOCIATED
PARTNER'S INTEREST IS AN AMOUNT EQUAL TO THE VALUE OF THE PARTNER'S
INTEREST IN THE PARTNERSHIP. INTEREST SHALL BE PAID FROM THE DATE
OF DISSOCIATION TO THE DATE OF PAYMENT.
(3) DAMAGES FOR WRONGFUL DISSOCIATION
UNDER SECTION 764602 (2), AND ALL OTHER AMOUNTS OWING,
WHETHER OR NOT PRESENTLY DUE, FROM THE DISSOCIATED PARTNER TO
THE PARTNERSHIP, SHALL BE OFFSET AGAINST THE BUYOUT PRICE. INTEREST
SHALL BE PAID FROM THE DATE THE AMOUNT OWED BECOMES DUE TO THE
DATE OF PAYMENT.
(4) A PARTNERSHIP SHALL INDEMNIFY A DISSOCIATED
PARTNER WHOSE INTEREST IS BEING PURCHASED AGAINST ALL PARTNERSHIP
OBLIGATIONS, WHETHER INCURRED BEFORE OR AFTER THE DISSOCIATION,
EXCEPT PARTNERSHIP OBLIGATIONS INCURRED BY AN ACT OF THE DISSOCIATED
PARTNER UNDER SECTION 764702.
(5) IF NO AGREEMENT FOR THE PURCHASE OF
A DISSOCIATED PARTNER'S INTEREST IS REACHED WITHIN ONE HUNDRED
TWENTY DAYS AFTER A WRITTEN DEMAND FOR PAYMENT, THE PARTNERSHIP
SHALL PAY, OR CAUSE TO BE PAID, IN CASH TO THE DISSOCIATED PARTNER
THE AMOUNT THE PARTNERSHIP ESTIMATES TO BE THE BUYOUT PRICE AND
ACCRUED INTEREST, REDUCED BY ANY OFFSETS AND ACCRUED INTEREST
UNDER SUBSECTION (3) OF THIS SECTION.
(6) IF A DEFERRED PAYMENT IS AUTHORIZED
UNDER SUBSECTION (8) OF THIS SECTION, THE PARTNERSHIP MAY TENDER
A WRITTEN OFFER TO PAY THE AMOUNT IT ESTIMATES TO BE THE BUYOUT
PRICE AND ACCRUED INTEREST, REDUCED BY ANY OFFSETS UNDER SUBSECTION
(3) OF THIS SECTION, STATING THE TIME OF PAYMENT, THE AMOUNT AND
TYPE OF SECURITY FOR PAYMENT, AND THE OTHER TERMS AND CONDITIONS
OF THE OBLIGATION.
(7) THE PAYMENT OR TENDER REQUIRED BY
SUBSECTION (5) OR (6) OF THIS SECTION SHALL BE ACCOMPANIED
BY THE FOLLOWING:
(a) A WRITTEN STATEMENT OF PARTNERSHIP
ASSETS AND LIABILITIES AS OF THE DATE OF DISSOCIATION;
(b) THE LATEST AVAILABLE PARTNERSHIP BALANCE
SHEET AND INCOME STATEMENT, IF ANY;
(c) A WRITTEN EXPLANATION OF HOW THE ESTIMATED
AMOUNT OF THE PAYMENT WAS CALCULATED; AND
(d) A WRITTEN STATEMENT THAT THE PAYMENT
IS IN FULL SATISFACTION OF THE OBLIGATION TO PURCHASE UNLESS,
WITHIN ONE HUNDRED TWENTY DAYS AFTER RECEIPT OF THE WRITTEN STATEMENT,
THE DISSOCIATED PARTNER COMMENCES AN ACTION TO DETERMINE THE BUYOUT
PRICE, ANY OFFSETS UNDER SUBSECTION (3) OF THIS SECTION, OR OTHER
TERMS OF THE OBLIGATION TO PURCHASE.
(8) PAYMENT OF ANY PORTION OF THE BUYOUT
PRICE TO A PARTNER WHO WRONGFULLY DISSOCIATES BEFORE THE EXPIRATION
OF A DEFINITE TERM OR THE COMPLETION OF A PARTICULAR UNDERTAKING
MAY BE DEFERRED UNTIL THE EXPIRATION OF THE TERM OR COMPLETION
OF THE UNDERTAKING, UNLESS THE PARTNER ESTABLISHES TO THE SATISFACTION
OF THE COURT THAT EARLIER PAYMENT WILL NOT CAUSE UNDUE HARDSHIP
TO THE BUSINESS OF THE PARTNERSHIP. A DEFERRED PAYMENT SHALL BE
ADEQUATELY SECURED AND BEAR INTEREST.
(9) A DISSOCIATED PARTNER MAY MAINTAIN
AN ACTION AGAINST THE PARTNERSHIP, PURSUANT TO SECTION 764405
(2) (b) (II), TO DETERMINE THE BUYOUT PRICE OF THAT PARTNER'S
INTEREST, ANY OFFSETS UNDER SUBSECTION (3) OF THIS SECTION, OR
OTHER TERMS OF THE OBLIGATION TO PURCHASE. THE ACTION SHALL BE
COMMENCED WITHIN ONE HUNDRED TWENTY DAYS AFTER THE PARTNERSHIP
HAS TENDERED PAYMENT OR AN OFFER TO PAY OR WITHIN ONE YEAR AFTER
WRITTEN DEMAND FOR PAYMENT IF NO PAYMENT OR OFFER TO PAY IS TENDERED.
THE COURT SHALL DETERMINE THE BUYOUT PRICE OF THE DISSOCIATED
PARTNER'S INTEREST, ANY OFFSET DUE UNDER SUBSECTION (3) OF THIS
SECTION, AND ACCRUED INTEREST AND ENTER JUDGMENT FOR ANY ADDITIONAL
PAYMENT OR REFUND. IF DEFERRED PAYMENT IS AUTHORIZED UNDER SUBSECTION
(8) OF THIS SECTION, THE COURT SHALL ALSO DETERMINE THE SECURITY
FOR PAYMENT AND OTHER TERMS OF THE OBLIGATION TO PURCHASE. THE
COURT MAY ASSESS REASONABLE ATTORNEYS' FEES AND THE FEES AND EXPENSES
OF APPRAISERS OR OTHER EXPERTS FOR A PARTY TO THE ACTION, IN AMOUNTS
THE COURT FINDS EQUITABLE, AGAINST A PARTY THAT THE COURT FINDS
ACTED ARBITRARILY, VEXATIOUSLY, OR NOT IN GOOD FAITH. THE FINDING
MAY BE BASED ON THE PARTNERSHIP'S FAILURE TO TENDER PAYMENT OR
AN OFFER TO PAY OR TO COMPLY WITH SUBSECTION (7) OF THIS SECTION.
764702. Dissociated partner's
power to bind and liability to partnership. (1) FOR
TWO YEARS AFTER A PARTNER DISSOCIATES WITHOUT RESULTING IN A DISSOLUTION
AND WINDING UP OF THE PARTNERSHIP BUSINESS, THE PARTNERSHIP, INCLUDING
A SURVIVING PARTNERSHIP UNDER PART 9 OF THIS ARTICLE, IS BOUND
BY AN ACT OF THE DISSOCIATED PARTNER WHICH WOULD HAVE BOUND THE
PARTNERSHIP UNDER SECTION 764301 BEFORE DISSOCIATION
ONLY IF AT THE TIME OF ENTERING INTO THE TRANSACTION THE OTHER
PARTY:
(a) REASONABLY BELIEVED THAT THE DISSOCIATED
PARTNER WAS THEN A PARTNER; AND
(b) DID NOT HAVE NOTICE OF THE PARTNER'S
DISSOCIATION.
(2) A DISSOCIATED PARTNER IS LIABLE TO
THE PARTNERSHIP FOR ANY DAMAGE CAUSED TO THE PARTNERSHIP ARISING
FROM AN OBLIGATION INCURRED BY THE DISSOCIATED PARTNER AFTER DISSOCIATION
FOR WHICH THE PARTNERSHIP IS LIABLE UNDER SUBSECTION (1) OF THIS
SECTION.
764703. Dissociated partner's
liability to other persons. (1) A
PARTNER'S DISSOCIATION DOES NOT OF ITSELF DISCHARGE THE PARTNER'S
LIABILITY FOR A PARTNERSHIP OBLIGATION INCURRED BEFORE DISSOCIATION.
A DISSOCIATED PARTNER IS NOT LIABLE FOR A PARTNERSHIP OBLIGATION
INCURRED AFTER DISSOCIATION, EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION
(2) OF THIS SECTION.
(2) A PARTNER WHO DISSOCIATES WITHOUT
RESULTING IN A DISSOLUTION AND WINDING UP OF THE PARTNERSHIP BUSINESS
IS LIABLE AS A PARTNER TO THE OTHER PARTY IN A TRANSACTION ENTERED
INTO BY THE PARTNERSHIP, OR A SURVIVING PARTNERSHIP UNDER PART
9 OF THIS ARTICLE, WITHIN TWO YEARS AFTER THE PARTNER'S DISSOCIATION,
ONLY IF THE PARTNERSHIP OBLIGATION ARISING FROM SUCH TRANSACTION
IS ONE FOR WHICH THE PARTNER WOULD HAVE BEEN LIABLE UNDER SECTION
764306 HAD SUCH PARTNER NOT DISSOCIATED AND, AT THE
TIME OF ENTERING INTO THE TRANSACTION, THE OTHER PARTY:
(a) SUBSTANTIALLY RELIED ON A REASONABLE
BELIEF THAT THE DISSOCIATED PARTNER WAS THEN A PARTNER; AND
(b) DID NOT HAVE NOTICE OF THE PARTNER'S
DISSOCIATION.
(3) BY AGREEMENT WITH THE PARTNERSHIP
CREDITOR AND THE PARTNERS CONTINUING THE BUSINESS, A DISSOCIATED
PARTNER MAY BE RELEASED FROM LIABILITY FOR A PARTNERSHIP OBLIGATION.
(4) A DISSOCIATED PARTNER IS RELEASED
FROM LIABILITY FOR A PARTNERSHIP OBLIGATION IF A PARTNERSHIP CREDITOR,
WITH NOTICE OF THE PARTNER'S DISSOCIATION BUT WITHOUT THE PARTNER'S
CONSENT, AGREES TO A MATERIAL ALTERATION IN THE NATURE OR TIME
OF PAYMENT OF A PARTNERSHIP OBLIGATION.
764704. Statement of dissociation.
(1) A DISSOCIATED PARTNER OR
THE PARTNERSHIP MAY DELIVER TO THE SECRETARY OF STATE FOR FILING
A STATEMENT OF DISSOCIATION STATING THE NAME OF THE PARTNERSHIP
AND THAT THE PARTNER IS DISSOCIATED FROM THE PARTNERSHIP.
(2) A STATEMENT OF DISSOCIATION IS A LIMITATION
ON THE AUTHORITY OF A DISSOCIATED PARTNER FOR PURPOSES OF SECTION
764303 (4) AND (5).
(3) FOR PURPOSES OF SECTIONS 764702
(1) (b) AND 764703 (2) (b), A PERSON OTHER THAN THE
PARTNERSHIP OR ONE OF ITS PARTNERS HAS NOTICE OF THE DISSOCIATION
NINETY DAYS AFTER THE STATEMENT OF DISSOCIATION IS FILED.
764705. Continued use of
partnership name. CONTINUED USE OF A PARTNERSHIP
NAME, OR A DISSOCIATED PARTNER'S NAME AS PART THEREOF, BY PARTNERS
CONTINUING THE BUSINESS DOES NOT OF ITSELF MAKE THE DISSOCIATED
PARTNER LIABLE FOR AN OBLIGATION OF THE PARTNERS OR THE PARTNERSHIP
CONTINUING THE BUSINESS.
PART 8
WINDING UP PARTNERSHIP BUSINESS
764801. Events causing
dissolution and winding up of partnership business. (1) A
PARTNERSHIP IS DISSOLVED, AND ITS BUSINESS SHALL BE WOUND UP,
ONLY UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
(a) IN A PARTNERSHIP AT WILL, THE PARTNERSHIP'S
HAVING NOTICE FROM A PARTNER, OTHER THAN A PARTNER WHO IS DISSOCIATED
UNDER SECTION 764601 (1) (b) TO (1) (j), OF THAT PARTNER'S
EXPRESS WILL TO WITHDRAW AS A PARTNER; EXCEPT THAT, IF THE PARTNERSHIP
HAS NOTICE THAT THE PARTNER'S WILL IS TO WITHDRAW AT A LATER DATE,
THEN THE DISSOLUTION SHALL OCCUR AT THE LATER DATE SPECIFIED BY
THE PARTNER;
(b) IN A PARTNERSHIP FOR A DEFINITE TERM
OR PARTICULAR UNDERTAKING:
(I) WITHIN NINETY DAYS AFTER A PARTNER'S
WRONGFUL DISSOCIATION UNDER SECTION 764602 (2) OR
A PARTNER'S DISSOCIATION BY DEATH OR OTHERWISE UNDER SECTION 764601
(1) (f) TO (1) (j), THE EXPRESS WILL OF AT LEAST HALF OF THE REMAINING
PARTNERS TO WIND UP THE PARTNERSHIP BUSINESS, FOR WHICH PURPOSE
A PARTNER'S RIGHTFUL DISSOCIATION, PURSUANT TO SECTION 764602
(2) (b) (I), CONSTITUTES THE EXPRESSION OF THAT PARTNER'S WILL;
(II) THE EXPRESS WILL OF ALL OF THE PARTNERS
TO WIND UP THE PARTNERSHIP BUSINESS; OR
(III) THE EXPIRATION OF THE TERM OR THE
COMPLETION OF THE UNDERTAKING;
(c) AN EVENT AGREED TO IN THE PARTNERSHIP
AGREEMENT RESULTING IN THE WINDING UP OF THE PARTNERSHIP BUSINESS;
(d) AN EVENT THAT MAKES IT UNLAWFUL FOR
ALL OR SUBSTANTIALLY ALL OF THE BUSINESS OF THE PARTNERSHIP TO
BE CONTINUED, BUT A CURE OF ILLEGALITY WITHIN NINETY DAYS AFTER
THE PARTNERSHIP HAS NOTICE OF THE EVENT IS EFFECTIVE RETROACTIVELY
TO THE DATE OF THE EVENT FOR PURPOSES OF THIS SECTION;
(e) ON APPLICATION BY A PARTNER, A JUDICIAL
DETERMINATION THAT:
(I) THE ECONOMIC PURPOSE OF THE PARTNERSHIP
IS LIKELY TO BE UNREASONABLY FRUSTRATED;
(II) ANOTHER PARTNER HAS ENGAGED IN CONDUCT
RELATING TO THE PARTNERSHIP BUSINESS WHICH MAKES IT NOT REASONABLY
PRACTICABLE TO CARRY ON THE BUSINESS IN PARTNERSHIP WITH THAT
PARTNER;
(III) IT IS NOT OTHERWISE REASONABLY PRACTICABLE
TO CARRY ON THE PARTNERSHIP BUSINESS IN CONFORMITY WITH THE PARTNERSHIP
AGREEMENT; OR
(IV) THE PARTNERSHIP IS NOT REASONABLY
LIKELY TO PAY LIABILITIES AGAINST WHICH IT INDEMNIFIES THE DISSOCIATED
PARTNER;
(f) ON APPLICATION BY A TRANSFEREE OF
A PARTNER'S TRANSFERABLE INTEREST, A JUDICIAL DETERMINATION THAT
IT IS EQUITABLE TO WIND UP THE PARTNERSHIP BUSINESS:
(I) AFTER THE EXPIRATION OF THE TERM OR
COMPLETION OF THE UNDERTAKING, IF THE PARTNERSHIP WAS FOR A DEFINITE
TERM OR PARTICULAR UNDERTAKING AT THE TIME OF THE TRANSFER OR
ENTRY OF THE CHARGING ORDER THAT GAVE RISE TO THE TRANSFER; OR
(II) AT ANY TIME, IF THE PARTNERSHIP WAS
A PARTNERSHIP AT WILL AT THE TIME OF THE TRANSFER OR ENTRY OF
THE CHARGING ORDER THAT GAVE RISE TO THE TRANSFER.
764802. Partnership continues
after dissolution. (1) SUBJECT
TO SUBSECTION (2) OF THIS SECTION, A PARTNERSHIP CONTINUES
AFTER DISSOLUTION ONLY FOR THE PURPOSE OF WINDING UP ITS BUSINESS.
THE PARTNERSHIP IS TERMINATED WHEN THE WINDING UP OF ITS BUSINESS
IS COMPLETED.
(2) AT ANY TIME AFTER THE DISSOLUTION
OF A PARTNERSHIP AND BEFORE THE WINDING UP OF ITS BUSINESS IS
COMPLETED, ALL OF THE PARTNERS, INCLUDING ANY DISSOCIATING PARTNER
OTHER THAN A WRONGFULLY DISSOCIATING PARTNER, MAY WAIVE THE RIGHT
TO HAVE THE PARTNERSHIP'S BUSINESS WOUND UP AND THE PARTNERSHIP
TERMINATED. IN THAT EVENT:
(a) THE PARTNERSHIP RESUMES CARRYING ON
ITS BUSINESS AS IF DISSOLUTION HAD NEVER OCCURRED, AND ANY DEBT,
OBLIGATION, OR LIABILITY INCURRED BY THE PARTNERSHIP OR A PARTNER
AFTER THE DISSOLUTION AND BEFORE THE WAIVER IS DETERMINED AS IF
DISSOLUTION HAD NEVER OCCURRED; AND
(b) THE RIGHTS OF A THIRD PARTY ACCRUING
UNDER SECTION 764804 (1) OR ARISING OUT OF CONDUCT
IN RELIANCE ON THE DISSOLUTION BEFORE THE THIRD PARTY HAS NOTICE
OF THE WAIVER MAY NOT BE ADVERSELY AFFECTED.
764803. Right to wind up
partnership business. (1) AFTER
DISSOLUTION, A PARTNER WHO HAS NOT WRONGFULLY DISSOCIATED MAY
PARTICIPATE IN WINDING UP THE PARTNERSHIP'S BUSINESS, BUT ON APPLICATION
OF ANY PARTNER, PARTNER'S LEGAL REPRESENTATIVE, OR TRANSFEREE,
THE DISTRICT COURT, FOR GOOD CAUSE SHOWN, MAY ORDER JUDICIAL SUPERVISION
OF THE WINDING UP.
(2) THE LEGAL REPRESENTATIVE OF THE LAST
SURVIVING PARTNER MAY WIND UP A PARTNERSHIP'S BUSINESS.
(3) A PERSON WINDING UP A PARTNERSHIP'S
BUSINESS MAY PRESERVE THE PARTNERSHIP BUSINESS OR PROPERTY AS
A GOING CONCERN FOR A REASONABLE TIME, PROSECUTE AND DEFEND ACTIONS
AND PROCEEDINGS, WHETHER CIVIL, CRIMINAL, OR ADMINISTRATIVE, SETTLE
DISPUTES, SETTLE AND CLOSE THE PARTNERSHIP'S BUSINESS, DISPOSE
OF AND TRANSFER THE PARTNERSHIP'S PROPERTY, DISCHARGE OR PROVIDE
FOR THE PARTNERSHIP OBLIGATIONS, DISTRIBUTE THE ASSETS OF THE
PARTNERSHIP PURSUANT TO SECTION 764807, AND PERFORM
OTHER NECESSARY ACTS.
764804. Partner's power
to bind partnership after dissolution. (1) SUBJECT
TO SECTION 764805, A PARTNERSHIP IS BOUND BY
A PARTNER'S ACT AFTER DISSOLUTION THAT:
(a) IS APPROPRIATE FOR WINDING UP THE
PARTNERSHIP BUSINESS; OR
(b) WOULD HAVE BOUND THE PARTNERSHIP UNDER
SECTION 764301 BEFORE DISSOLUTION, IF THE OTHER PARTY
TO THE TRANSACTION DID NOT HAVE NOTICE OF THE DISSOLUTION.
764805. Statement of dissolution. (1) AFTER DISSOLUTION, A PARTNER WHO HAS NOT WRONGFULLY DISSOCIATED MAY DELIVER TO THE SECRETARY OF STATE FOR FILING A STATEMENT OF DISSOLUTION STATING THE NAME OF THE PARTNERSHIP AND THAT THE PARTNERSHIP HAS DISSOLVED AND IS WINDING UP ITS BUSINESS.
(2) A STATEMENT OF DISSOLUTION CANCELS
A FILED STATEMENT OF PARTNERSHIP AUTHORITY FOR PURPOSES OF SECTION
764303 (4) AND IS A LIMITATION ON AUTHORITY FOR PURPOSES
OF SECTION 764303 (5).
(3) FOR PURPOSES OF SECTIONS 764301
AND 764804, A PERSON NOT A PARTNER HAS NOTICE OF THE
DISSOLUTION AND THE LIMITATION ON THE PARTNERS' AUTHORITY AS A
RESULT OF THE STATEMENT OF DISSOLUTION NINETY DAYS AFTER IT IS
FILED.
(4) NOTWITHSTANDING DISSOLUTION OR THE
FILING OR RECORDING OF A STATEMENT OF DISSOLUTION, A PARTNERSHIP
MAY DELIVER TO THE SECRETARY OF STATE FOR FILING AND, IF APPROPRIATE,
RECORD A STATEMENT OF PARTNERSHIP AUTHORITY WHICH WILL OPERATE
WITH RESPECT TO A PERSON NOT A PARTNER AS PROVIDED IN SECTION
764303 (4) AND (5) IN ANY TRANSACTION, WHETHER OR
NOT THE TRANSACTION IS APPROPRIATE FOR WINDING UP THE PARTNERSHIP
BUSINESS.
764806. Partner's liability
to other partners after dissolution. (1) EXCEPT
AS OTHERWISE PROVIDED IN SUBSECTION (2) OF THIS SECTION
OR IN SECTION 764306, AFTER DISSOLUTION A PARTNER
IS LIABLE TO THE OTHER PARTNERS FOR THE PARTNER'S SHARE OF ANY
PARTNERSHIP OBLIGATION INCURRED UNDER SECTION 764804.
(2) A PARTNER WHO, WITH KNOWLEDGE OF THE
DISSOLUTION, INCURS A PARTNERSHIP OBLIGATION UNDER SECTION 764804
(2) BY AN ACT THAT IS NOT APPROPRIATE FOR WINDING UP THE PARTNERSHIP
BUSINESS IS LIABLE TO THE PARTNERSHIP FOR ANY DAMAGE CAUSED TO
THE PARTNERSHIP ARISING FROM THE OBLIGATION.
764807. Settlement of accounts
and contributions among partners. (1) IN
WINDING UP A PARTNERSHIP'S BUSINESS, THE ASSETS OF THE PARTNERSHIP,
INCLUDING THE CONTRIBUTIONS OF THE PARTNERS REQUIRED BY THIS SECTION,
SHALL BE APPLIED TO DISCHARGE OR PROVIDE FOR PARTNERSHIP OBLIGATIONS
TO CREDITORS, INCLUDING, TO THE EXTENT PERMITTED BY LAW, PARTNERS
WHO ARE CREDITORS. ANY SURPLUS SHALL BE APPLIED TO PAY IN CASH
THE NET AMOUNT DISTRIBUTABLE TO PARTNERS IN ACCORDANCE WITH THEIR
RIGHT TO DISTRIBUTIONS UNDER SUBSECTION (2) OF THIS SECTION.
(2) EACH PARTNER IS ENTITLED TO A SETTLEMENT
OF ALL PARTNERSHIP ACCOUNTS UPON WINDING UP THE PARTNERSHIP BUSINESS.
IN SETTLING ACCOUNTS AMONG THE PARTNERS, THE PROFITS AND LOSSES
THAT RESULT FROM THE LIQUIDATION OF THE PARTNERSHIP ASSETS SHALL
BE CREDITED AND CHARGED TO THE PARTNERS' ACCOUNTS. THE PARTNERSHIP
SHALL MAKE A DISTRIBUTION TO A PARTNER IN AN AMOUNT EQUAL TO ANY
EXCESS OF THE CREDITS OVER THE CHARGES IN THE PARTNER'S ACCOUNT.
A PARTNER SHALL CONTRIBUTE TO THE PARTNERSHIP AN AMOUNT EQUAL
TO ANY EXCESS OF THE CHARGES OVER THE CREDITS IN THE PARTNER'S
ACCOUNT.
(3) IF A PARTNER FAILS TO CONTRIBUTE, ALL OF THE
OTHER PARTNERS SHALL CONTRIBUTE, IN THE PROPORTIONS IN WHICH THOSE
PARTNERS SHARE PARTNERSHIP LOSSES, THE ADDITIONAL AMOUNT NECESSARY
TO DISCHARGE OR PROVIDE FOR THE PARTNERSHIP OBLIGATIONS.
(4) A PARTNER OR PARTNER'S LEGAL REPRESENTATIVE MAY
RECOVER FROM THE OTHER PARTNERS ANY CONTRIBUTIONS THE PARTNER
MAKES TO THE EXTENT THE AMOUNT CONTRIBUTED EXCEEDS THAT PARTNER'S
SHARE OF THE PARTNERSHIP OBLIGATIONS.
(5) AFTER THE SETTLEMENT OF ACCOUNTS, EACH PARTNER
SHALL CONTRIBUTE, IN THE PROPORTION IN WHICH THE PARTNER SHARES
PARTNERSHIP LOSSES, THE AMOUNT NECESSARY TO DISCHARGE OR PROVIDE
FOR PARTNERSHIP OBLIGATIONS THAT WERE NOT KNOWN AT THE TIME OF
THE SETTLEMENT.
(6) THE ESTATE OF A DECEASED PARTNER IS LIABLE FOR
THE PARTNER'S OBLIGATION TO CONTRIBUTE TO THE PARTNERSHIP.
(7) AN ASSIGNEE FOR THE BENEFIT OF CREDITORS OF A
PARTNERSHIP OR A PARTNER, OR A PERSON APPOINTED BY A COURT TO
REPRESENT CREDITORS OF A PARTNERSHIP OR A PARTNER, MAY ENFORCE
A PARTNER'S OBLIGATION TO CONTRIBUTE TO THE PARTNERSHIP.
(8) NOTWITHSTANDING ANY OTHER SUBSECTION OF THIS
SECTION, NO PARTNER SHALL BE OBLIGATED TO CONTRIBUTE UNDER THIS
SECTION WITH RESPECT TO ANY AMOUNTS THAT ARE ATTRIBUTABLE TO A
PARTNERSHIP OBLIGATION INCURRED WHILE THE PARTNERSHIP IS A LIMITED
LIABILITY PARTNERSHIP.
PART 9
CONVERSIONS AND MERGERS
764901. Definitions.
AS USED IN THIS PART 9:
(1) "DOMESTIC LIMITED PARTNERSHIP"
MEANS A LIMITED PARTNERSHIP FORMED UNDER ARTICLE 61 OR 62 OF THIS
TITLE.
(2) "DOMESTIC PARTNERSHIP" MEANS
A PARTNERSHIP THAT IS FORMED UNDER THIS ARTICLE OR ARTICLE 60
OF THIS TITLE.
(3) "FOREIGN LIMITED PARTNERSHIP"
MEANS A LIMITED PARTNERSHIP OTHER THAN A DOMESTIC LIMITED PARTNERSHIP.
(4) "FOREIGN PARTNERSHIP" MEANS
A PARTNERSHIP OTHER THAN A DOMESTIC PARTNERSHIP.
(5) "PARTNER" INCLUDES BOTH
A GENERAL PARTNER AND A LIMITED PARTNER.
(6) "PARTNERSHIP AGREEMENT"
MEANS THE PARTNERSHIP AGREEMENT IN A DOMESTIC PARTNERSHIP, A FOREIGN
PARTNERSHIP, A DOMESTIC LIMITED PARTNERSHIP, OR A FOREIGN LIMITED
PARTNERSHIP.
764902. Conversion of partnership
to limited partnership. (1) A
PARTNERSHIP MAY BE CONVERTED TO A DOMESTIC LIMITED PARTNERSHIP
PURSUANT TO THIS SECTION, AND A DOMESTIC PARTNERSHIP MAY BE CONVERTED
TO A FOREIGN LIMITED PARTNERSHIP PURSUANT TO THIS SECTION.
(2) THE TERMS AND CONDITIONS OF A CONVERSION
OF A PARTNERSHIP TO A LIMITED PARTNERSHIP UNDER THIS SECTION SHALL
BE APPROVED BY ALL OF THE PARTNERS OR BY A NUMBER OR PERCENTAGE
SPECIFIED FOR CONVERSION IN THE PARTNERSHIP AGREEMENT.
(3) AFTER THE CONVERSION IS APPROVED AS
PROVIDED IN SUBSECTION (2) OF THIS SECTION, THE PARTNERSHIP SHALL
CAUSE TO BE FILED A CERTIFICATE OF LIMITED PARTNERSHIP IN THIS
STATE, OR, IF APPLICABLE, SHALL COMPLY WITH THE REQUIREMENTS OF
THE JURISDICTION IN WHICH THE FOREIGN LIMITED PARTNERSHIP IS TO
BE FORMED. A CERTIFICATE OF LIMITED PARTNERSHIP FILED IN THIS
STATE SHALL INCLUDE:
(a) A STATEMENT THAT THE PARTNERSHIP WAS CONVERTED TO A DOMESTIC LIMITED PARTNERSHIP FROM A PARTNERSHIP;
(b) ITS FORMER NAME; AND
(c) A STATEMENT OF THE NUMBER OF VOTES
CAST BY THE PARTNERS FOR AND AGAINST THE CONVERSION AND, IF THE
VOTE IS LESS THAN UNANIMOUS, THE NUMBER OR PERCENTAGE REQUIRED
TO APPROVE THE CONVERSION UNDER THE PARTNERSHIP AGREEMENT.
(4) THE CONVERSION TO A DOMESTIC LIMITED
PARTNERSHIP TAKES EFFECT ON THE EFFECTIVE DATE OF THE CERTIFICATE
OF LIMITED PARTNERSHIP. THE CONVERSION TO A FOREIGN LIMITED PARTNERSHIP
TAKES EFFECT AS PROVIDED BY THE LAWS OF THE JURISDICTION IN WHICH
THE FOREIGN LIMITED PARTNERSHIP IS FORMED.
(5) A GENERAL PARTNER WHO BECOMES A LIMITED
PARTNER AS A RESULT OF THE CONVERSION REMAINS LIABLE AS A GENERAL
PARTNER FOR A PARTNERSHIP OBLIGATION INCURRED BEFORE THE CONVERSION
TAKES EFFECT. IF THE OTHER PARTY TO A TRANSACTION WITH THE LIMITED
PARTNERSHIP REASONABLY BELIEVES, WHEN ENTERING THE TRANSACTION,
THAT THE LIMITED PARTNER IS A GENERAL PARTNER, THE LIMITED PARTNER
IS LIABLE FOR A DEBT, OBLIGATION, OR LIABILITY INCURRED BY THE
LIMITED PARTNERSHIP WITHIN NINETY DAYS AFTER THE CONVERSION TAKES
EFFECT. THE LIMITED PARTNER'S LIABILITY FOR ALL OTHER DEBTS, OBLIGATIONS,
OR LIABILITIES OF THE LIMITED PARTNERSHIP INCURRED AFTER THE CONVERSION
TAKES EFFECT IS THAT OF A LIMITED PARTNER AS PROVIDED IN ARTICLE
61 OR 62 OF THIS TITLE, AS THE CASE MAY BE, OR, IF APPLICABLE,
THE LAWS OF THE JURISDICTION IN WHICH THE FOREIGN LIMITED PARTNERSHIP
IS FORMED.
(6) ANY CONVERSION INVOLVING A FOREIGN
PARTNERSHIP OR A FOREIGN LIMITED PARTNERSHIP SHALL ALSO COMPLY
WITH THE APPLICABLE LAWS OF THE JURISDICTION IN WHICH THE FOREIGN
PARTNERSHIP OR THE FOREIGN LIMITED PARTNERSHIP IS FORMED.
764903. Conversion of limited
partnership to partnership. (1) A
LIMITED PARTNERSHIP MAY BE CONVERTED TO A DOMESTIC PARTNERSHIP
PURSUANT TO THIS SECTION, AND A DOMESTIC LIMITED PARTNERSHIP MAY
BE CONVERTED TO A FOREIGN PARTNERSHIP PURSUANT TO THIS SECTION.
(2) UNLESS A LESSER VOTE IS PROVIDED FOR
IN THE LIMITED PARTNERSHIP AGREEMENT, THE CONVERSION OF A LIMITED
PARTNERSHIP TO A PARTNERSHIP SHALL BE APPROVED BY ALL OF THE PARTNERS.
IF A LIMITED PARTNERSHIP CONVERTS TO A PARTNERSHIP UNDER THIS
SECTION, A LIMITED PARTNER WHO DID NOT CONSENT TO THE CONVERSION
IS CONSIDERED TO BE A PARTNER WHO HAS WITHDRAWN FROM THE LIMITED
PARTNERSHIP EFFECTIVE IMMEDIATELY BEFORE THE EFFECTIVE DATE OF
THE CONVERSION UNLESS, WITHIN SIXTY DAYS AFTER THE LATER OF THE
EFFECTIVE DATE OF THE CONVERSION OR THE DATE THE PARTNER RECEIVES
NOTICE OF THE CONVERSION, THE PARTNER NOTIFIES THE PARTNERSHIP
OF THE PARTNER'S DESIRE NOT TO WITHDRAW. A WITHDRAWAL UNDER THE
DESCRIBED CIRCUMSTANCES IS NOT A WRONGFUL WITHDRAWAL.
(3) AFTER THE CONVERSION IS APPROVED AS
PROVIDED IN SUBSECTION (2) OF THIS SECTION, THE LIMITED PARTNERSHIP
SHALL CANCEL ITS CERTIFICATE OF LIMITED PARTNERSHIP AND ALL SIMILAR
CERTIFICATES FILED OR RECORDED IN THIS STATE OR IN ANY OTHER JURISDICTION.
(4) THE CONVERSION TAKES EFFECT WHEN THE
CERTIFICATE OF LIMITED PARTNERSHIP OR COMPARABLE FILING IN THE
JURISDICTION OF FORMATION OF THE LIMITED PARTNERSHIP IS CANCELED.
(5) A LIMITED PARTNER WHO BECOMES A GENERAL
PARTNER AS A RESULT OF THE CONVERSION REMAINS LIABLE ONLY AS A
LIMITED PARTNER FOR A DEBT, OBLIGATION, OR LIABILITY INCURRED
BY THE LIMITED PARTNERSHIP BEFORE THE CONVERSION TAKES EFFECT.
SUBJECT TO SECTION 764306, THE PARTNER IS LIABLE AS
A GENERAL PARTNER FOR A PARTNERSHIP OBLIGATION INCURRED AFTER
THE CONVERSION TAKES EFFECT.
764904. Effect of conversion;
entity unchanged. (1) A PARTNERSHIP
OR LIMITED PARTNERSHIP THAT HAS BEEN CONVERTED PURSUANT TO THIS
PART 9 IS FOR ALL PURPOSES THE SAME ENTITY THAT EXISTED BEFORE
THE CONVERSION.
(2) WHEN A CONVERSION TAKES EFFECT:
(a) ALL PROPERTY OWNED BY THE CONVERTING
PARTNERSHIP OR LIMITED PARTNERSHIP REMAINS VESTED IN THE CONVERTED
ENTITY;
(b) ALL DEBTS, OBLIGATIONS, OR LIABILITIES OF THE CONVERTING PARTNERSHIP OR LIMITED PARTNERSHIP CONTINUE AS DEBTS, OBLIGATIONS, OR LIABILITIES OF THE CONVERTED ENTITY; AND
(c) AN ACTION OR PROCEEDING PENDING AGAINST
THE CONVERTING PARTNERSHIP OR LIMITED PARTNERSHIP MAY BE CONTINUED
AS IF THE CONVERSION HAD NOT OCCURRED.
764905. Merger
of partnerships. (1) PURSUANT TO A PLAN OF MERGER APPROVED
AS PROVIDED IN SUBSECTION (3) OF THIS SECTION, A PARTNERSHIP
MAY BE MERGED WITH ONE OR MORE PARTNERSHIPS OR LIMITED PARTNERSHIPS;
EXCEPT THAT AT LEAST ONE PARTY TO THE MERGER SHALL BE A DOMESTIC
PARTNERSHIP OR A DOMESTIC LIMITED PARTNERSHIP.
(2) THE PLAN OF MERGER SHALL SET FORTH:
(a) THE NAME OF EACH PARTNERSHIP OR LIMITED
PARTNERSHIP THAT IS A PARTY TO THE MERGER;
(b) THE NAME OF THE SURVIVING ENTITY INTO
WHICH THE OTHER PARTNERSHIPS OR LIMITED PARTNERSHIPS WILL MERGE;
(c) WHETHER THE SURVIVING ENTITY IS A
DOMESTIC PARTNERSHIP, A FOREIGN PARTNERSHIP, A DOMESTIC LIMITED
PARTNERSHIP, OR A FOREIGN LIMITED PARTNERSHIP, AND THE STATUS
OF EACH PARTNER;
(d) THE TERMS AND CONDITIONS OF THE MERGER;
(e) THE MANNER AND BASIS OF CONVERTING
THE INTERESTS OF EACH PARTY TO THE MERGER INTO INTERESTS OR DEBTS,
OBLIGATIONS, OR LIABILITIES OF THE SURVIVING ENTITY, OR INTO MONEY
OR OTHER PROPERTY IN WHOLE OR IN PART; AND
(f) THE STREET ADDRESS OF THE SURVIVING
ENTITY'S CHIEF EXECUTIVE OFFICE.
(3) THE PLAN OF MERGER SHALL BE APPROVED:
(a) IN THE CASE OF A PARTNERSHIP THAT
IS A PARTY TO THE MERGER, BY ALL OF THE PARTNERS, OR SUCH LESSER
NUMBER OR PERCENTAGE SPECIFIED FOR MERGER IN THE PARTNERSHIP AGREEMENT
OR BY THE LAW OF THE STATE OR FOREIGN JURISDICTION WHICH GOVERNS
THE PARTNERSHIP; AND
(b) IN THE CASE OF A LIMITED PARTNERSHIP
THAT IS A PARTY TO THE MERGER, BY THE VOTE REQUIRED FOR APPROVAL
OF A MERGER BY THE LAW OF THE STATE OR FOREIGN JURISDICTION IN
WHICH THE LIMITED PARTNERSHIP IS ORGANIZED AND, IN THE ABSENCE
OF SUCH A SPECIFICALLY APPLICABLE LAW, BY ALL OF THE PARTNERS,
UNLESS A LESSER VOTE IS PROVIDED FOR IN THE LIMITED PARTNERSHIP
AGREEMENT. IF A LIMITED PARTNERSHIP IS A PARTY TO A MERGER, A
LIMITED PARTNER WHO DID NOT CONSENT TO THE MERGER IS CONSIDERED
TO BE A PARTNER WHO HAS WITHDRAWN FROM THE LIMITED PARTNERSHIP
EFFECTIVE IMMEDIATELY BEFORE THE EFFECTIVE DATE OF THE MERGER
UNLESS, WITHIN SIXTY DAYS AFTER THE LATER OF THE EFFECTIVE DATE
OF THE MERGER OR THE DATE THE PARTNER RECEIVES NOTICE OF THE MERGER,
THE PARTNER NOTIFIES THE LIMITED PARTNERSHIP OF THE PARTNER'S
DESIRE NOT TO WITHDRAW. A WITHDRAWAL UNDER THE DESCRIBED CIRCUMSTANCES
IS NOT A WRONGFUL WITHDRAWAL.
(4) AFTER A PLAN OF MERGER IS APPROVED
AND BEFORE THE MERGER TAKES EFFECT, THE PLAN MAY BE AMENDED OR
ABANDONED AS PROVIDED IN THE PLAN.
(5) THE MERGER TAKES EFFECT ON THE LATER
OF:
(a) THE APPROVAL OF THE PLAN OF MERGER
BY ALL PARTIES TO THE MERGER, AS PROVIDED IN SUBSECTION (3) OF
THIS SECTION;
(b) THE FILING OF ALL DOCUMENTS REQUIRED
BY LAW TO BE FILED AS A CONDITION TO THE EFFECTIVENESS OF THE
MERGER; OR
(c) THE DATE, IF ANY, SPECIFIED IN THE
PLAN OF MERGER AS THE DATE THE MERGER IS EFFECTIVE; EXCEPT THAT,
IF APPLICABLE LAW LIMITS THE DATE TO WHICH THE EFFECTIVENESS OF
THE MERGER MAY BE DELAYED, THE DATE DETERMINED UNDER THIS PARAGRAPH
(c) SHALL BE THE EARLIER OF:
(I) THE DATE SPECIFIED IN THE PLAN OF
MERGER AS THE DATE THE MERGER IS EFFECTIVE; OR
(II) THE LAST DAY PERMITTED BY APPLICABLE
LAW AS THE DATE ON WHICH THE MERGER MAY BE EFFECTIVE.
764906. Effect of merger.
(1) WHEN A MERGER TAKES EFFECT:
(a) THE SEPARATE EXISTENCE OF EVERY PARTNERSHIP
OR LIMITED PARTNERSHIP THAT IS A PARTY TO THE MERGER, OTHER THAN
THE SURVIVING ENTITY, CEASES;
(b) ALL PROPERTY OWNED BY EACH OF THE
MERGED PARTNERSHIPS OR LIMITED PARTNERSHIPS VESTS IN THE SURVIVING
ENTITY;
(c) ALL DEBTS, OBLIGATIONS, OR LIABILITIES
OF EVERY PARTNERSHIP OR LIMITED PARTNERSHIP THAT IS A PARTY TO
THE MERGER BECOME THE DEBTS, OBLIGATIONS, OR LIABILITIES OF THE
SURVIVING ENTITY;
(d) AN ACTION OR PROCEEDING PENDING AGAINST
A PARTNERSHIP OR LIMITED PARTNERSHIP THAT IS A PARTY TO THE MERGER
MAY BE CONTINUED AS IF THE MERGER HAD NOT OCCURRED, OR THE SURVIVING
ENTITY MAY BE SUBSTITUTED AS A PARTY TO THE ACTION OR PROCEEDING.
(2) SUBJECT TO SECTION 764306,
A PARTNER OF THE SURVIVING PARTNERSHIP OR LIMITED PARTNERSHIP
IS LIABLE FOR:
(a) ALL DEBTS, OBLIGATIONS, OR LIABILITIES
OF A PARTY TO THE MERGER FOR WHICH THE PARTNER WAS PERSONALLY
LIABLE BEFORE THE MERGER;
(b) ALL OTHER DEBTS, OBLIGATIONS, OR LIABILITIES
OF THE SURVIVING ENTITY INCURRED BEFORE THE MERGER BY A PARTY
TO THE MERGER, BUT THOSE OBLIGATIONS MAY BE SATISFIED ONLY OUT
OF PROPERTY OF THE ENTITY; AND
(c) ALL DEBTS, OBLIGATIONS, OR LIABILITIES
OF THE SURVIVING ENTITY INCURRED AFTER THE MERGER TAKES EFFECT,
BUT THOSE DEBTS, OBLIGATIONS, OR LIABILITIES MAY BE SATISFIED
ONLY OUT OF PROPERTY OF THE ENTITY IF THE PARTNER IS A LIMITED
PARTNER.
(3) IF THE DEBTS, OBLIGATIONS, OR LIABILITIES
INCURRED BEFORE THE MERGER BY A PARTY TO THE MERGER ARE NOT SATISFIED
OUT OF THE PROPERTY OF THE SURVIVING PARTNERSHIP OR LIMITED PARTNERSHIP,
THE GENERAL PARTNERS OF THAT PARTY IMMEDIATELY BEFORE THE EFFECTIVE
DATE OF THE MERGER SHALL CONTRIBUTE TO THE SURVIVING ENTITY THE
AMOUNT NECESSARY TO SATISFY THAT PARTY'S DEBTS, OBLIGATIONS, OR
LIABILITIES, SUCH CONTRIBUTIONS BEING MADE AS PROVIDED IN SECTION 764807
OR IN THE APPLICABLE LIMITED PARTNERSHIP LAW OF THE JURISDICTION
IN WHICH THE PARTY IS FORMED, AS THE CASE MAY BE, AS IF THE MERGED
PARTY WERE DISSOLVED.
(4) A PARTNER OF A PARTY TO A MERGER WHO
DOES NOT BECOME A PARTNER OF THE SURVIVING PARTNERSHIP OR LIMITED
PARTNERSHIP IS DISSOCIATED FROM THE ENTITY, OF WHICH THAT PARTNER
WAS A PARTNER, AS OF THE DATE THE MERGER TAKES EFFECT. THE SURVIVING
ENTITY SHALL CAUSE THE PARTNER'S INTEREST IN THE ENTITY TO BE
PURCHASED UNDER SECTION 764701 OR ANOTHER STATUTE
SPECIFICALLY APPLICABLE TO THAT PARTNER'S INTEREST WITH RESPECT
TO A MERGER. THE SURVIVING ENTITY IS BOUND UNDER SECTION 764702
BY AN ACT OF A GENERAL PARTNER DISSOCIATED UNDER THIS SUBSECTION
(4), AND THE PARTNER IS LIABLE UNDER SECTION 764703
FOR TRANSACTIONS ENTERED INTO BY THE SURVIVING ENTITY AFTER THE
MERGER TAKES EFFECT.
764907. Statement of merger.
(1) AFTER A MERGER, THE SURVIVING PARTNERSHIP OR LIMITED
PARTNERSHIP MAY DELIVER TO THE SECRETARY OF STATE FOR FILING A
STATEMENT THAT ONE OR MORE PARTNERSHIPS OR LIMITED PARTNERSHIPS
HAVE MERGED INTO THE SURVIVING ENTITY.
(2) A STATEMENT OF MERGER SHALL CONTAIN:
(a) THE NAME OF EACH PARTNERSHIP OR LIMITED
PARTNERSHIP THAT IS A PARTY TO THE MERGER;
(b) THE NAME OF THE SURVIVING ENTITY INTO
WHICH THE OTHER PARTNERSHIPS OR LIMITED PARTNERSHIPS WERE MERGED;
(c) THE STREET ADDRESS OF THE SURVIVING
ENTITY'S CHIEF EXECUTIVE OFFICE AND OF AN OFFICE IN THIS STATE,
IF ANY; AND
(d) WHETHER THE SURVIVING ENTITY IS A
DOMESTIC PARTNERSHIP, A FOREIGN PARTNERSHIP, A DOMESTIC LIMITED
PARTNERSHIP, OR A FOREIGN LIMITED PARTNERSHIP, AND THE STATUS
OF EACH PARTNER.
(3) EXCEPT AS OTHERWISE PROVIDED IN SUBSECTION
(4) OF THIS SECTION, FOR PURPOSES OF SECTION 764302,
PROPERTY OF THE SURVIVING PARTNERSHIP OR LIMITED PARTNERSHIP THAT
BEFORE THE MERGER WAS HELD IN THE NAME OF ANOTHER PARTY TO THE
MERGER IS PROPERTY HELD IN THE NAME OF THE SURVIVING ENTITY UPON
FILING A STATEMENT OF MERGER.
(4) FOR PURPOSES OF SECTION 764302,
REAL PROPERTY OF THE SURVIVING PARTNERSHIP OR LIMITED PARTNERSHIP
THAT BEFORE THE MERGER WAS HELD IN THE NAME OF ANOTHER PARTY TO
THE MERGER IS PROPERTY HELD IN THE NAME OF THE SURVIVING ENTITY
UPON RECORDING A CERTIFIED COPY OF THE STATEMENT OF MERGER IN
THE OFFICE FOR RECORDING TRANSFERS OF SUCH REAL PROPERTY.
(5) A FILED AND, IF APPROPRIATE, RECORDED
STATEMENT OF MERGER, EXECUTED AND DECLARED TO BE ACCURATE PURSUANT
TO SECTION 764105 (3), STATING THE NAME OF A PARTNERSHIP
OR LIMITED PARTNERSHIP THAT IS A PARTY TO THE MERGER IN WHOSE
NAME PROPERTY WAS HELD BEFORE THE MERGER AND THE NAME OF THE SURVIVING
ENTITY, BUT NOT CONTAINING ALL OF THE OTHER INFORMATION REQUIRED
BY SUBSECTION (2) OF THIS SECTION, OPERATES WITH RESPECT TO THE
PARTNERSHIPS OR LIMITED PARTNERSHIPS NAMED TO THE EXTENT PROVIDED
IN SUBSECTIONS (3) AND (4) OF THIS SECTION.
764908. Nonexclusive.
THIS PART 9 IS NOT EXCLUSIVE; ACCORDINGLY, PARTNERSHIPS OR LIMITED
PARTNERSHIPS MAY BE CONVERTED OR MERGED IN ANY OTHER MANNER PROVIDED
BY LAW.
PART 10
LIMITED LIABILITY PARTNERSHIPS;
LIMITED LIABILITY LIMITED PARTNERSHIPS;
FOREIGN LIMITED LIABILITY PARTNERSHIPS;
FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS
7641001. Definitions.
AS USED IN THIS PART 10:
(1) "PARTNER" INCLUDES BOTH
A GENERAL PARTNER AND A LIMITED PARTNER.
(2) "PARTNERSHIP AGREEMENT"
MEANS THE PARTNERSHIP AGREEMENT IN A PARTNERSHIP OR A LIMITED
PARTNERSHIP.
7641002. Registration.
(1) A PARTNERSHIP MAY REGISTER AS A LIMITED LIABILITY
PARTNERSHIP, AND A LIMITED PARTNERSHIP FORMED UNDER ARTICLE 61
OR 62 OF THIS TITLE MAY REGISTER AS A LIMITED LIABILITY LIMITED
PARTNERSHIP, BY DELIVERING A REGISTRATION STATEMENT TO THE SECRETARY
OF STATE FOR FILING. THE REGISTRATION SHALL BE EFFECTIVE UPON
THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT. IF A CERTIFICATE
OF LIMITED PARTNERSHIP IS BEING FILED, THE REGISTRATION STATEMENT
UNDER THIS SUBSECTION (1) MAY BE COMBINED WITH OR STATED IN THE
CERTIFICATE OF LIMITED PARTNERSHIP. THE REGISTRATION STATEMENT
SHALL BE APPROVED IN THE MANNER PROVIDED IN THE PARTNERSHIP AGREEMENT
OR, IF NOT SO PROVIDED, SHALL BE APPROVED BY ALL OF THE GENERAL
PARTNERS. THE REGISTRATION STATEMENT SHALL BE SIGNED BY A GENERAL
PARTNER AND SHALL SET FORTH:
(a) THE NAME OF THE LIMITED LIABILITY
PARTNERSHIP OR LIMITED LIABILITY LIMITED PARTNERSHIP;
(b) THE ADDRESS OF ITS CHIEF EXECUTIVE
OFFICE;
(c) IF ITS CHIEF EXECUTIVE OFFICE IS NOT
LOCATED IN THIS STATE, THE ADDRESS OF A REGISTERED OFFICE AND
THE NAME AND STREET ADDRESS OF A REGISTERED AGENT FOR SERVICE
OF PROCESS IN THIS STATE; AND
(d) A DECLARATION THAT IT IS A LIMITED
LIABILITY PARTNERSHIP OR A LIMITED LIABILITY LIMITED PARTNERSHIP,
AS THE CASE MAY BE.
(2) A FOREIGN LIMITED LIABILITY PARTNERSHIP
OR A FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP MAY REGISTER
AS SUCH WITH THE SECRETARY OF STATE BY DELIVERING A REGISTRATION
STATEMENT TO THE SECRETARY OF STATE FOR FILING. THE REGISTRATION
STATEMENT SHALL BE APPROVED IN THE MANNER PROVIDED IN THE PARTNERSHIP
AGREEMENT OR, IF NOT SO PROVIDED, SHALL BE APPROVED BY ALL OF
THE GENERAL PARTNERS. THE REGISTRATION STATEMENT SHALL BE SIGNED
BY A GENERAL PARTNER AND SHALL SET FORTH:
(a) THE NAME OF THE FOREIGN LIMITED LIABILITY
PARTNERSHIP OR FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP;
(b) THE ADDRESS OF ITS CHIEF EXECUTIVE
OFFICE;
(c) IF ITS CHIEF EXECUTIVE OFFICE IS NOT
LOCATED IN THIS STATE, THE ADDRESS OF A REGISTERED OFFICE AND
THE NAME AND STREET ADDRESS OF A REGISTERED AGENT FOR SERVICE
OF PROCESS IN THIS STATE; AND
(d) A DECLARATION THAT IT IS A FOREIGN
LIMITED LIABILITY PARTNERSHIP OR A FOREIGN LIMITED LIABILITY LIMITED
PARTNERSHIP, AS THE CASE MAY BE.
(3) THE REGISTRATION OF A PARTNERSHIP
OR A LIMITED PARTNERSHIP PURSUANT TO SUBSECTION (1) OF THIS SECTION
AND THE REGISTRATION OF A FOREIGN LIMITED LIABILITY PARTNERSHIP
OR FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP PURSUANT TO SUBSECTION
(2) OF THIS SECTION SHALL CONTINUE UNTIL:
(a) THE REGISTRATION IS REVOKED PURSUANT
TO SECTION 7641008 (1) UNLESS THE REGISTRATION IS
REINSTATED PURSUANT TO SECTION 7641008 (3); OR
(b) THE REGISTRATION IS WITHDRAWN PURSUANT
TO SUBSECTION (4) OF THIS SECTION.
(4) A PARTNERSHIP OR A LIMITED PARTNERSHIP
MAY DELIVER TO THE SECRETARY OF STATE FOR FILING A STATEMENT OF
WITHDRAWAL OF REGISTRATION. THE STATEMENT OF WITHDRAWAL OF REGISTRATION
SHALL BE SIGNED BY AT LEAST ONE GENERAL PARTNER AND SHALL BE APPROVED
IN THE MANNER PROVIDED IN THE PARTNERSHIP AGREEMENT OR, IF NOT
SO PROVIDED, SHALL BE APPROVED BY ALL OF THE GENERAL PARTNERS.
THE WITHDRAWAL OF REGISTRATION SHALL BE EFFECTIVE UPON THE EFFECTIVE
DATE OF THE STATEMENT OF WITHDRAWAL OF REGISTRATION.
(5) A FOREIGN LIMITED LIABILITY PARTNERSHIP
OR A FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP MAY NOT TRANSACT
BUSINESS IN THIS STATE AND MAY NOT MAINTAIN ANY ACTION, SUIT,
OR PROCEEDING IN ANY COURT IN THIS STATE UNTIL IT HAS REGISTERED
PURSUANT TO SUBSECTION (2) OF THIS SECTION. THE FAILURE OF THE
FOREIGN LIMITED LIABILITY PARTNERSHIP OR FOREIGN LIMITED LIABILITY
LIMITED PARTNERSHIP TO REGISTER IN THIS STATE DOES NOT IMPAIR
THE VALIDITY OF ANY CONTRACT OR ACT OF THE FOREIGN LIMITED LIABILITY
PARTNERSHIP OR FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP OR
PREVENT THE FOREIGN LIMITED LIABILITY PARTNERSHIP OR FOREIGN LIMITED
LIABILITY LIMITED PARTNERSHIP FROM DEFENDING ANY ACTION, SUIT,
OR PROCEEDING IN ANY COURT IN THIS STATE. THE LIABILITY OF A PARTNER
IN A FOREIGN LIMITED LIABILITY PARTNERSHIP OR A FOREIGN LIMITED
LIABILITY LIMITED PARTNERSHIP SHALL NOT BE AFFECTED SOLELY BY
REASON OF SUCH PARTNERSHIP'S HAVING TRANSACTED BUSINESS IN THIS
STATE WITHOUT REGISTRATION. A FOREIGN LIMITED LIABILITY PARTNERSHIP
OR A FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP, BY TRANSACTING
BUSINESS IN THIS STATE WITHOUT REGISTRATION, APPOINTS THE SECRETARY
OF STATE AS ITS AGENT ON WHOM ANY NOTICE, PROCESS, OR DEMAND MAY
BE SERVED.
(6) A PARTNERSHIP OR A LIMITED PARTNERSHIP
THAT HAS BEEN REGISTERED UNDER THIS PART 10 IS FOR ALL PURPOSES
THE SAME ENTITY THAT EXISTED BEFORE IT REGISTERED.
(7) EXCEPT AS TO PERSONS WHO WERE PARTNERS
AT THE TIME OF FILING, THE FILING OF A REGISTRATION STATEMENT
SHALL BE CONCLUSIVE THAT ALL CONDITIONS PRECEDENT TO REGISTRATION
UNDER THIS SECTION HAVE BEEN MET.
7641003. Name.
(1) THE NAME OF EACH LIMITED LIABILITY PARTNERSHIP
AS SET FORTH IN ITS REGISTRATION STATEMENT AND THE NAME OF EACH
LIMITED LIABILITY LIMITED PARTNERSHIP AS SET FORTH IN ITS CERTIFICATE
OF LIMITED PARTNERSHIP OR REGISTRATION STATEMENT SHALL:
(a) IN THE CASE OF A LIMITED LIABILITY
PARTNERSHIP, CONTAIN THE WORDS "LIMITED LIABILITY PARTNERSHIP"
OR THE ABBREVIATION "L.L.P." OR "LLP", AND,
IN THE CASE OF A LIMITED LIABILITY LIMITED PARTNERSHIP, CONTAIN
THE WORDS "LIMITED LIABILITY LIMITED PARTNERSHIP" OR
THE ABBREVIATION "L.L.L.P." OR "LLLP".
(b) BE DEEMED TO BE IN COMPLIANCE WITH
SECTION 762102 (1) (a) IF ITS NAME IS IN COMPLIANCE
WITH PARAGRAPH (a) OF THIS SUBSECTION (1).
(2) EXCEPT AS AUTHORIZED BY SUBSECTION
(3) OF THIS SECTION, THE NAME OF A LIMITED LIABILITY PARTNERSHIP
OR A LIMITED LIABILITY LIMITED PARTNERSHIP SHALL NOT BE THE SAME
AS OR DECEPTIVELY SIMILAR TO:
(a) THE CORPORATE NAME OF ANY DOMESTIC
CORPORATION OR DOMESTIC NONPROFIT CORPORATION;
(b) THE NAME OF ANY DOMESTIC LIMITED PARTNERSHIP, DOMESTIC LIMITED LIABILITY PARTNERSHIP, OR DOMESTIC LIMITED LIABILITY LIMITED PARTNERSHIP, AS SET FORTH IN ITS CERTIFICATE OF LIMITED PARTNERSHIP OR REGISTRATION STATEMENT ON FILE WITH THE SECRETARY OF STATE;
(c) THE NAME OF ANY DOMESTIC LIMITED PARTNERSHIP
ASSOCIATION AS SET FORTH IN ITS ARTICLES OF ASSOCIATION ON FILE
WITH THE SECRETARY OF STATE;
(d) THE NAME OF ANY DOMESTIC LIMITED LIABILITY
COMPANY AS SET FORTH IN ITS ARTICLES OF ORGANIZATION ON FILE WITH
THE SECRETARY OF STATE;
(e) THE NAME UNDER WHICH ANY FOREIGN CORPORATION,
FOREIGN NONPROFIT CORPORATION, FOREIGN LIMITED PARTNERSHIP, FOREIGN
LIMITED LIABILITY COMPANY, FOREIGN LIMITED LIABILITY PARTNERSHIP,
FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP, OR FOREIGN LIMITED
PARTNERSHIP ASSOCIATION IS AUTHORIZED TO TRANSACT BUSINESS IN
OR IS REGISTERED IN THIS STATE;
(f) THE CORPORATE NAME OF ANY FOREIGN
CORPORATION OR FOREIGN NONPROFIT CORPORATION, THE COMPANY NAME
OF ANY FOREIGN LIMITED LIABILITY COMPANY, OR THE ASSOCIATION NAME
OF ANY FOREIGN LIMITED PARTNERSHIP ASSOCIATION IF SUCH NAME IS
REGISTERED WITH THE SECRETARY OF STATE PURSUANT TO THE LAWS OF
THIS STATE;
(g) A NAME THE EXCLUSIVE RIGHT TO WHICH
IS RESERVED WITH THE SECRETARY OF STATE UNDER THE LAWS OF THIS
STATE;
(h) ANY TRADE NAME OR ASSUMED NAME THAT
IS REGISTERED WITH THE SECRETARY OF STATE BY ANOTHER PERSON PURSUANT
TO SECTION 771101;
(i) THE CORPORATE NAME, ASSUMED NAME,
OR TRADE NAME OF A DISSOLVED CORPORATION DURING THE ONEHUNDREDTWENTYDAY
PERIOD FOLLOWING THE EFFECTIVE DATE OF SUCH CORPORATION'S DISSOLUTION:
OR
(j) ANY TRADEMARK REGISTERED WITH THE
SECRETARY OF STATE BY ANOTHER PERSON PURSUANT TO SECTION 770102.
(3) A LIMITED LIABILITY PARTNERSHIP MAY APPLY TO THE SECRETARY OF STATE FOR AUTHORIZATION TO USE A NAME, OR MAY DELIVER FOR FILING A REGISTRATION STATEMENT THAT STATES A NAME, THAT IS THE SAME AS OR DECEPTIVELY SIMILAR TO A NAME OTHERWISE NOT AVAILABLE PURSUANT TO SUBSECTION (2) OF THIS SECTION IF THE LIMITED LIABILITY PARTNERSHIP DELIVERS TO THE SECRETARY OF STATE FOR FILING EITHER:
(a) THE WRITTEN CONSENT OF THE OTHER HOLDER
OF THE NAME TO USE THE SAME OR A DECEPTIVELY SIMILAR NAME IF ONE
OR MORE WORDS ARE ADDED, ALTERED, OR DELETED TO MAKE THE NAME
DISTINGUISHABLE ON THE RECORDS OF THE SECRETARY OF STATE FROM
THE OTHER NAME; OR
(b) A CERTIFIED COPY OF A FINAL DECREE
OF A COURT OF COMPETENT JURISDICTION ESTABLISHING THE PRIOR RIGHT
OF THE LIMITED LIABILITY PARTNERSHIP TO THE USE OF SUCH NAME IN
THIS STATE.
7641004. Limitations on
distributions to general partner. A GENERAL
PARTNER MAY NOT RECEIVE A DISTRIBUTION FROM A LIMITED LIABILITY
PARTNERSHIP OR LIMITED LIABILITY LIMITED PARTNERSHIP TO THE EXTENT
THAT, AFTER GIVING EFFECT TO THE DISTRIBUTION, ALL LIABILITIES
OF THE LIMITED LIABILITY PARTNERSHIP OR LIMITED LIABILITY LIMITED
PARTNERSHIP THAT ARE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION
764306 EXCEED THE FAIR VALUE OF THE PARTNERSHIP ASSETS.
THIS SECTION AND SECTIONS 7641005, 762607,
AND 762608 SHALL NOT APPLY TO A DISTRIBUTION MADE
AS REASONABLE COMPENSATION FOR CURRENT SERVICES PROVIDED BY THE
GENERAL PARTNER TO THE LIMITED LIABILITY PARTNERSHIP OR LIMITED
LIABILITY LIMITED PARTNERSHIP, TO THE EXTENT THAT THE AMOUNT OF
SUCH PAYMENT WOULD BE REASONABLE IF PAID AS COMPENSATION FOR SIMILAR
SERVICES TO A NONPARTNER EMPLOYEE.
7641005. Liability of general
partner upon return of contribution. (1) IF
A GENERAL PARTNER IN A LIMITED LIABILITY PARTNERSHIP OR LIMITED
LIABILITY LIMITED PARTNERSHIP HAS RECEIVED THE RETURN OF ALL OR
ANY PART OF THAT GENERAL PARTNER'S CONTRIBUTION IN VIOLATION OF
THE PARTNERSHIP AGREEMENT OR OF THIS PART 10, SUCH GENERAL PARTNER
IS LIABLE TO THE LIMITED LIABILITY PARTNERSHIP OR THE LIMITED
LIABILITY LIMITED PARTNERSHIP FOR A PERIOD OF SIX YEARS THEREAFTER
FOR THE AMOUNT OF THE CONTRIBUTION WRONGFULLY RETURNED.
(2) A GENERAL PARTNER RECEIVES A RETURN OF THE GENERAL PARTNER'S CONTRIBUTION TO THE EXTENT THAT A DISTRIBUTION TO THE GENERAL PARTNER REDUCES THE GENERAL PARTNER'S SHARE OF THE FAIR VALUE OF THE NET ASSETS OF THE LIMITED LIABILITY PARTNERSHIP OR THE LIMITED LIABILITY LIMITED PARTNERSHIP BELOW THE VALUE, AS OF THE DATE OF DISTRIBUTION, OF THE GENERAL PARTNER'S CONTRIBUTION WHICH HAS NOT BEEN DISTRIBUTED TO THE GENERAL PARTNER.
7641006. Governing law.
THE ORGANIZATION AND INTERNAL AFFAIRS AND THE LIABILITY OF PARTNERS
OF A FOREIGN LIMITED LIABILITY PARTNERSHIP AND A FOREIGN LIMITED
LIABILITY LIMITED PARTNERSHIP SHALL BE GOVERNED BY THE LAWS OF
THE JURISDICTION THAT GOVERN THE AGREEMENT UNDER WHICH SUCH PARTNERSHIP
WAS FORMED. A FOREIGN LIMITED LIABILITY PARTNERSHIP AND A FOREIGN
LIMITED LIABILITY LIMITED PARTNERSHIP MAY NOT BE DENIED REGISTRATION
BY REASON OF ANY DIFFERENCE BETWEEN THE LAWS PURSUANT TO WHICH
IT IS GOVERNED AND THE LAWS OF THIS STATE.
7641007. Reports.
(1) EACH REGISTRANT SHALL, WITHIN THE TIME PRESCRIBED
BY THIS SECTION, DELIVER TO THE SECRETARY OF STATE FOR FILING
A REPORT SETTING FORTH THE NAME OF THE PERSON AND, IF A FOREIGN
PERSON, THE STATE WHERE IT IS ORGANIZED AND, IF DIFFERENT FROM
THAT REFLECTED ON ITS REGISTRATION STATEMENT:
(a) THE ADDRESS OF ITS CHIEF EXECUTIVE
OFFICE; AND
(b) IF ITS CHIEF EXECUTIVE OFFICE IS NOT
LOCATED IN THIS STATE, THE ADDRESS OF A REGISTERED OFFICE AND
THE NAME OF A REGISTERED AGENT AT SUCH OFFICE FOR SERVICE OF PROCESS
IN THIS STATE.
(2) (a) THE SECRETARY OF STATE SHALL
INITIATE THE REPORT PROCESS BY ISSUING A REPORT FORM TO THE REGISTRANT
IN A DESIGNATED YEAR ON OR BEFORE THE LAST DAY OF THE MONTH IN
WHICH THE REGISTRATION STATEMENT WAS FILED. THE REGISTRANT SHALL
RETURN THE REPORT TO THE SECRETARY OF STATE, HANDDELIVERED
OR POSTMARKED ON OR BEFORE THE SIXTIETH DAY AFTER THE LAST DAY
OF THE MONTH IN WHICH THE SECRETARY OF STATE MAILED THE REPORT
FORM TO THE REGISTRANT.
(b) THE INFORMATION REQUIRED SHALL BE
GIVEN AS OF THE DATE OF THE EXECUTION OF THE REPORT, AND IT SHALL
BE EXECUTED BY A GENERAL PARTNER OR, IF THE REGISTRANT IS IN THE
HANDS OF A RECEIVER OR TRUSTEE, BY THE RECEIVER OR TRUSTEE ON
BEHALF OF THE REGISTRANT. WHETHER OR NOT A REPORT CONTAINS AN
ACKNOWLEDGMENT, VERIFICATION, OR PROOF, THE SIGNATURE OF EACH
PERSON SIGNING THE REPORT SHALL CONSTITUTE THE AFFIRMATION OR
ACKNOWLEDGMENT OF SUCH PERSON, UNDER THE PENALTIES OF PERJURY,
THAT THE REPORT IS THE REGISTRANT'S ACT AND DEED AND THAT THE
FACTS STATED THEREIN ARE TRUE.
7641008. Failure to pay
fees or file reports. (1) IF
ANY REGISTRANT HAS FAILED TO PAY THE FEES REQUIRED BY LAW OR TO
DELIVER FOR FILING ANY REPORT REQUIRED BY SECTION 7641007,
THE SECRETARY OF STATE SHALL GIVE NOTICE BY FIRSTCLASS MAIL
TO THE REGISTRANT OF SUCH FAILURE. SIXTY DAYS AFTER THE DATE OF
MAILING OF SUCH NOTICE, UNLESS THE REPORT WITH THE FEE AND PENALTY,
IF DUE, HAS BEEN DELIVERED AND PAID TO THE SECRETARY OF STATE,
THE REGISTRATION OF SUCH REGISTRANT SHALL BE REVOKED.
(2) ANY PERSON THAT CEASES TO BE A REGISTRANT
UNDER SUBSECTION (1) OF THIS SECTION SHALL NOT BE CONSIDERED TO
HAVE DISSOLVED AS A RESULT OF CEASING TO BE A REGISTRANT.
(3) A REGISTRATION THAT HAS BEEN REVOKED
UNDER SUBSECTION (1) OF THIS SECTION MAY BE REINSTATED IF SUCH
PERSON APPLIES TO THE SECRETARY OF STATE FOR REINSTATEMENT AND
TAKES SOME OR ALL OF THE FOLLOWING STEPS, AS APPLICABLE:
(a) PAYING A REINSTATEMENT FEE AS DETERMINED
BY THE SECRETARY OF STATE;
(b) MAKING AND DELIVERING A CURRENT REPORT
UNDER SECTION 7641007 AND PAYING THE FEE DUE UPON
FILING SUCH REPORT FOR THE YEAR IN WHICH IT IS TO BE REINSTATED;
(c) PAYING A LATE FILING PENALTY FOR THE
CURRENT REPORT IF DELIVERED FOR FILING AFTER THE REQUIRED REPORTING
DATE;
(d) PAYING AN AMOUNT EQUAL TO THE FEE
CHARGED AND COLLECTED FOR FILING OF CORPORATE REPORTS FOR DOMESTIC
CORPORATIONS PLUS A LATE FILING PENALTY FOR EACH YEAR A REQUIRED
LIMITED LIABILITY PARTNERSHIP REPORT WAS NOT FILED.
(4) IF A PERSON OBTAINS THE REINSTATEMENT
OF ITS REGISTRATION WITHIN TWO YEARS AFTER THE DATE ON WHICH THE
REGISTRATION WAS REVOKED, THE REGISTRATION SHALL BE DEEMED NOT
TO HAVE BEEN REVOKED.
7641009. Application of
corporation case law to set aside limited liability.
(1) IN ANY CASE IN WHICH A PARTY SEEKS TO HOLD THE
GENERAL PARTNERS OF A LIMITED LIABILITY PARTNERSHIP OR LIMITED
LIABILITY LIMITED PARTNERSHIP PERSONALLY RESPONSIBLE FOR THE ALLEGED
IMPROPER ACTIONS OF THE LIMITED LIABILITY PARTNERSHIP OR LIMITED
LIABILITY LIMITED PARTNERSHIP, THE COURT SHALL APPLY THE CASE
LAW THAT INTERPRETS THE CONDITIONS AND CIRCUMSTANCES UNDER WHICH
THE CORPORATE VEIL OF A CORPORATION MAY BE PIERCED UNDER COLORADO
LAW.
(2) FOR PURPOSES OF THIS SECTION, THE
FAILURE OF A LIMITED LIABILITY PARTNERSHIP OR LIMITED LIABILITY
LIMITED PARTNERSHIP TO OBSERVE THE FORMALITIES OR REQUIREMENTS
RELATING TO THE MANAGEMENT OF ITS BUSINESS AND AFFAIRS IS NOT
IN ITSELF A GROUND FOR IMPOSING PERSONAL LIABILITY ON THE PARTNERS
FOR DEBTS, OBLIGATIONS, OR LIABILITIES OF THE LIMITED LIABILITY
PARTNERSHIP OR LIMITED LIABILITY LIMITED PARTNERSHIP.
7641010. Scope of part
choice of law application to professions and occupations.
(1) A LIMITED LIABILITY PARTNERSHIP OR LIMITED LIABILITY
LIMITED PARTNERSHIP MAY CONDUCT ITS BUSINESS, CARRY ON ITS OPERATIONS,
AND EXERCISE THE POWERS GRANTED BY THIS PART 10 WITHIN AND WITHOUT
THE STATE.
(2) (a) IT IS THE INTENT OF THE GENERAL
ASSEMBLY THAT THE LEGAL EXISTENCE OF LIMITED LIABILITY PARTNERSHIPS
AND LIMITED LIABILITY LIMITED PARTNERSHIPS BE RECOGNIZED OUTSIDE
THE BOUNDARIES OF THIS STATE AND THAT THE LAWS OF THIS STATE GOVERNING
THE LIMITED LIABILITY PARTNERSHIP OR LIMITED LIABILITY LIMITED
PARTNERSHIP TRANSACTING BUSINESS OUTSIDE THIS STATE BE GRANTED
THE PROTECTION OF FULL FAITH AND CREDIT UNDER SECTION 1 OF ARTICLE
IV OF THE CONSTITUTION OF THE UNITED STATES.
(b) IT IS THE INTENT OF THE GENERAL ASSEMBLY
THAT THE INTERNAL AFFAIRS OF A LIMITED LIABILITY PARTNERSHIP OR
LIMITED LIABILITY LIMITED PARTNERSHIP FORMED IN THIS STATE BE
SUBJECT TO AND GOVERNED BY THE LAWS OF THIS STATE INCLUDING THE
PROVISIONS GOVERNING LIABILITY OF GENERAL PARTNERS FOR DEBTS,
OBLIGATIONS, AND LIABILITIES CHARGEABLE TO PARTNERSHIPS, LIMITED
LIABILITY PARTNERSHIPS, AND LIMITED LIABILITY LIMITED PARTNERSHIPS.
(3) NOTHING IN THIS PART 10 SHALL BE CONSTRUED
TO PERMIT A LIMITED LIABILITY PARTNERSHIP, FOREIGN LIMITED LIABILITY
PARTNERSHIP, LIMITED LIABILITY LIMITED PARTNERSHIP, OR FOREIGN
LIMITED LIABILITY LIMITED PARTNERSHIP TO ENGAGE IN A PROFESSION
OR OCCUPATION AS DESCRIBED IN TITLE 12, C.R.S., FOR WHICH THERE
IS A SPECIFIC STATUTORY PROVISION APPLICABLE TO THE PRACTICE OF
SUCH PROFESSION OR OCCUPATION BY A CORPORATION OR PROFESSIONAL
CORPORATION IN THIS STATE UNLESS AUTHORIZED UNDER APPLICABLE PROVISIONS
OF TITLE 12, C.R.S.
PART 11
SECRETARY OF STATE, FILING DOCUMENTS,
AND REGISTERED OFFICE AND AGENT
7641101. Definitions.
AS USED IN THIS PART 11, UNLESS THE CONTEXT OTHERWISE REQUIRES:
(1) "PARTNER" MEANS A PARTNER
IN A PARTNERSHIP OR A FOREIGN LIMITED LIABILITY PARTNERSHIP OR
A GENERAL PARTNER IN A LIMITED PARTNERSHIP OR A FOREIGN LIMITED
LIABILITY LIMITED PARTNERSHIP.
(2) "PARTNERSHIP" MEANS A PARTNERSHIP,
A LIMITED PARTNERSHIP, A FOREIGN LIMITED LIABILITY PARTNERSHIP,
OR A FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIP.
(3) "PARTNERSHIP AGREEMENT"
MEANS THE PARTNERSHIP AGREEMENT IN A PARTNERSHIP, A LIMITED PARTNERSHIP,
A FOREIGN LIMITED LIABILITY PARTNERSHIP, OR A FOREIGN LIMITED
LIABILITY LIMITED PARTNERSHIP.
7641102. Powers of secretary
of state. THE SECRETARY OF STATE HAS ALL
POWERS REASONABLY NECESSARY TO PERFORM THE DUTIES REQUIRED OF
THE OFFICE BY THIS ARTICLE.
7641103. Filing requirements
number of copies signature as affirmation.
(1) A DOCUMENT SHALL SATISFY THE REQUIREMENTS OF THIS
SECTION, AND OF ANY OTHER SECTION THAT ADDS TO OR VARIES THESE
REQUIREMENTS, TO BE ENTITLED TO FILING BY THE SECRETARY OF STATE.
(2) THE DOCUMENT SHALL BE ONE WHICH IS
REQUIRED OR PERMITTED BY THIS ARTICLE TO BE DELIVERED FOR FILING
IN THE OFFICE OF THE SECRETARY OF STATE.
(3) THE DOCUMENT SHALL CONTAIN ALL INFORMATION
REQUIRED BY THIS ARTICLE AND MAY CONTAIN OTHER INFORMATION AS
WELL.
(4) THE DOCUMENT SHALL BE TYPEWRITTEN
OR PRINTED.
(5) THE DOCUMENT SHALL BE IN THE ENGLISH
LANGUAGE. A PARTNERSHIP NAME NEED NOT BE IN ENGLISH IF WRITTEN
IN ENGLISH LETTERS OR ARABIC OR ROMAN NUMERALS, AND THE CERTIFICATE
OF EXISTENCE REQUIRED OF FOREIGN PARTNERSHIPS NEED NOT BE IN ENGLISH
IF ACCOMPANIED BY A REASONABLY AUTHENTICATED ENGLISH TRANSLATION.
(6) THE DOCUMENT SHALL BE EXECUTED, OR
SHALL BE A TRUE COPY, MADE BY PHOTOGRAPHIC, XEROGRAPHIC, OR OTHER
PROCESS PROVIDING SIMILAR COPY ACCURACY, OF A DOCUMENT THAT HAS
BEEN EXECUTED, AS FOLLOWS:
(a) EXCEPT AS MAY BE OTHERWISE PROVIDED
IN THIS ARTICLE:
(I) BY TWO OR MORE PARTNERS; OR
(II) BY ANY PERSON AUTHORIZED UNDER THIS
ARTICLE, THE PARTNERSHIP AGREEMENT, OR OTHER LAW TO EXECUTE THE
DOCUMENT;
(b) IF THE PARTNERSHIP IS IN THE HANDS
OF A RECEIVER, TRUSTEE, OR OTHER COURTAPPOINTED FIDUCIARY,
BY THAT FIDUCIARY; OR
(c) IF THE DOCUMENT IS THAT OF A REGISTERED
AGENT, BY THE REGISTERED AGENT, IF THE PERSON IS AN INDIVIDUAL,
OR BY A PERSON AUTHORIZED BY THE REGISTERED AGENT TO EXECUTE THE
DOCUMENT, IF THE REGISTERED AGENT IS AN ENTITY.
(7) THE PERSON EXECUTING THE DOCUMENT
SHALL STATE BENEATH OR OPPOSITE SUCH PERSON'S SIGNATURE HIS OR
HER NAME AND THE CAPACITY IN WHICH THE PERSON SIGNS.
(8) THE DOCUMENT MAY BUT NEED NOT CONTAIN
AN ACKNOWLEDGMENT, VERIFICATION, OR PROOF.
(9) WHETHER OR NOT THE DOCUMENT CONTAINS
AN ACKNOWLEDGMENT, VERIFICATION, OR PROOF PERMITTED BY SUBSECTION
(8) OF THIS SECTION, THE SIGNATURE OF EACH PERSON SIGNING THE
DOCUMENT SHALL CONSTITUTE THE AFFIRMATION OR ACKNOWLEDGMENT OF
SUCH PERSON, UNDER PENALTIES OF PERJURY, THAT THE DOCUMENT IS
THE PERSON'S ACT AND DEED OR THE ACT AND DEED OF THE PARTNERSHIP
AND THAT THE FACTS STATED IN THE DOCUMENT ARE TRUE.
(10) IF THE SECRETARY OF STATE REQUIRES
THE USE OF A FORM OR COVER SHEET FOR A DOCUMENT UNDER SECTION
7641104, THE DOCUMENT SHALL BE IN OR ON THE REQUIRED
FORM OR SHALL HAVE THE REQUIRED COVER SHEET.
(11) THE DOCUMENT SHALL BE DELIVERED TO
THE SECRETARY OF STATE FOR FILING AND SHALL BE ACCOMPANIED BY
ONE EXACT OR CONFORMED COPY THEREOF (EXCEPT AS PROVIDED IN SECTION
7641115), THE CORRECT FILING FEE, AND ANY PENALTY
REQUIRED BY THIS ARTICLE OR OTHER LAW. EXCEPT WITH RESPECT TO
FILINGS PURSUANT TO SECTION 7641115, THE DOCUMENT
SHALL STATE, OR BE ACCOMPANIED BY A WRITING STATING, THE ADDRESS
TO WHICH THE SECRETARY OF STATE MAY DELIVER A COPY UPON COMPLETION
OF THE FILING.
7641104. Forms secretary
of state to furnish upon request. THE
SECRETARY OF STATE MAY PREPARE AND FURNISH FORMS AND COVER SHEETS
FOR ANY DOCUMENT REQUIRED OR PERMITTED BY THIS ARTICLE AND MAY
REQUIRE THE USE OF ANY SUCH FORM OR COVER SHEET; HOWEVER, NO REQUIREMENT
THAT A FORM OR COVER SHEET BE USED SHALL PRECLUDE IN ANY WAY THE
INCLUSION IN ANY DOCUMENT OF ANY ITEM THE INCLUSION OF WHICH IS
NOT PROHIBITED BY THIS ARTICLE OR REQUIRE THE INCLUSION THEREIN
OF ANY ITEM THE INCLUSION OF WHICH IS NOT REQUIRED BY THIS ARTICLE.
THE SECRETARY OF STATE SHALL FURNISH, ON REQUEST, ANY FORM OR
COVER SHEET THAT THE SECRETARY OF STATE REQUIRES TO BE USED PURSUANT
TO THIS SECTION.
7641105. Filing, service,
and copying fees subpoenas. (1) THE
SECRETARY OF STATE SHALL CHARGE AND COLLECT FEES AND OTHER CHARGES,
WHICH SHALL BE DETERMINED AND COLLECTED PURSUANT TO SECTION 2421104
(3), C.R.S., FOR:
(a) ISSUING ANY CERTIFICATE;
(b) FURNISHING WRITTEN INFORMATION CONCERNING
ANY PARTNERSHIP;
(c) FURNISHING A COPY OF ANY DOCUMENT
OR INSTRUMENT;
(d) CERTIFYING A COPY OF ANY DOCUMENT
OR INSTRUMENT THAT IS ON FILE WITH THE SECRETARY OF STATE;
(e) SERVICE OF ANY NOTICE, DEMAND, OR
PROCESS UPON THE SECRETARY OF STATE AS THE REGISTERED AGENT OF
A PARTNERSHIP, WHICH AMOUNT MAY BE RECOVERED AS COSTS BY THE PARTY
TO THE SUIT, ACTION, OR PROCEEDING CAUSING SUCH SERVICE TO BE
MADE IF SUCH PARTY PREVAILS THEREIN; AND
(f) FILING ANY DOCUMENT REQUIRED OR PERMITTED
TO BE FILED UNDER THIS ARTICLE.
(2) THE SECRETARY OF STATE SHALL CHARGE
AND COLLECT, AT THE TIME OF SERVICE OF ANY SUBPOENA UPON THE SECRETARY
OF STATE OR ANY DEPUTY OR EMPLOYEE OF THE SECRETARY OF STATE'S
OFFICE, A FEE OF FIFTY DOLLARS AND AN ALLOWANCE OF TEN DOLLARS
FOR MEALS AND A CHARGE FOR MILEAGE AT THE RATE PRESCRIBED BY SECTION
249104, C.R.S., FOR EACH MILE FROM THE STATE CAPITOL
BUILDING TO THE PLACE NAMED IN THE SUBPOENA. THE FEE SHALL BE
PAID TO THE SECRETARY OF STATE; THE MEAL ALLOWANCE AND MILEAGE
CHARGE SHALL BE PAID TO THE PERSON NAMED IN THE SUBPOENA. IF THE
PERSON NAMED IN THE SUBPOENA IS REQUIRED TO APPEAR AT THE PLACE
NAMED IN THE SUBPOENA FOR MORE THAN ONE DAY, HE OR SHE SHALL BE
PAID IN ADVANCE A PER DIEM ALLOWANCE OF FORTYFOUR DOLLARS
FOR EACH DAY OF ATTENDANCE IN ADDITION TO ANY OTHER FEES, ALLOWANCES,
AND CHARGES.
(3) THE SECRETARY OF STATE SHALL CHARGE
AND COLLECT ALL OTHER FEES AND PENALTIES IMPOSED BY OR ASSESSED
IN ACCORDANCE WITH THIS ARTICLE.
(4) IN ALL CASES WHERE FEES OR CHARGES
ARE IMPOSED UNDER THIS ARTICLE, THE FEE SHALL INCLUDE INDEXING
AND FILING OF THE DOCUMENT AND SHALL INCLUDE AFFIXING THE SEAL
OF THE SECRETARY OF STATE UPON ANY CERTIFIED COPY.
7641106. Effective time
and date of document. (1) EXCEPT
AS PROVIDED IN SUBSECTION (2) OF THIS SECTION AND IN SECTION 7641107
(4), A DOCUMENT THAT IS FILED BY THE SECRETARY OF STATE IS EFFECTIVE:
(a) AT THE TIME OF FILING ON THE DATE
IT IS FILED, AS EVIDENCED BY THE SECRETARY OF STATE'S TIME AND
DATE ENDORSEMENT ON THE DOCUMENT; OR
(b) AT THE LATER OF THE TIME SPECIFIED
IN THE DOCUMENT AS ITS EFFECTIVE TIME ON THE DATE IT IS FILED,
AS SUCH DATE IS SPECIFIED IN THE SECRETARY OF STATE'S TIME AND
DATE ENDORSEMENT ON THE DOCUMENT, OR THE TIME SPECIFIED IN SUCH
TIME AND DATE ENDORSEMENT OF THE SECRETARY OF STATE.
(2) A DOCUMENT MAY SPECIFY A DELAYED EFFECTIVE
TIME AND DATE, AND IF IT DOES SO THE DOCUMENT BECOMES EFFECTIVE
AT THE TIME AND DATE SPECIFIED. IF A DOCUMENT SPECIFIES A DELAYED
EFFECTIVE DATE BUT NOT A TIME, THE DOCUMENT IS EFFECTIVE AT THE
CLOSE OF BUSINESS ON THAT DATE. IF A DOCUMENT SPECIFIES A DELAYED
EFFECTIVE DATE THAT IS LATER THAN THE NINETIETH DAY AFTER THE
DATE THE DOCUMENT IS FILED, THE DOCUMENT IS EFFECTIVE ON THE NINETIETH
DAY AFTER IT IS FILED.
(3) IF A DOCUMENT SPECIFIES A DELAYED
EFFECTIVE DATE PURSUANT TO SUBSECTION (2) OF THIS SECTION, THE
DOCUMENT MAY BE PREVENTED FROM BECOMING EFFECTIVE BY DELIVERING
TO THE SECRETARY OF STATE FOR FILING, ON OR BEFORE THE EARLIER
OF THE SPECIFIED EFFECTIVE DATE OF THE DOCUMENT OR THE NINETIETH
DAY AFTER THE DOCUMENT IS FILED, A CERTIFICATE OF WITHDRAWAL,
EXECUTED IN THE SAME MANNER AS THE DOCUMENT BEING WITHDRAWN, STATING:
(a) THAT THE DOCUMENT HAS BEEN REVOKED
BY APPROPRIATE ACTION BY THE PARTNERSHIP OR BY COURT ORDER OR
DECREE AND IS VOID; AND
(b) IN THE CASE OF A COURT ORDER OR DECREE
, THAT SUCH COURT ORDER OR DECREE WAS ENTERED BY A COURT HAVING
JURISDICTION OF THE PROCEEDING FOR THE REORGANIZATION OF THE PARTNERSHIP
UNDER A SPECIFIED STATUTE OF THE UNITED STATES.
7641107. Correcting filed
document. (1) A PARTNERSHIP
MAY CORRECT A DOCUMENT FILED BY THE SECRETARY OF STATE IF THE
DOCUMENT CONTAINS AN ERROR OR WAS DEFECTIVELY EXECUTED, ATTESTED,
VERIFIED, OR ACKNOWLEDGED.
(2) A DOCUMENT IS CORRECTED BY DELIVERING
TO THE SECRETARY OF STATE FOR FILING A STATEMENT OF CORRECTION
THAT:
(a) DESCRIBES THE DOCUMENT, INCLUDING
ITS FILING DATE, OR HAS A COPY OF IT ATTACHED TO THE STATEMENT
OF CORRECTION;
(b) SPECIFIES THE ERROR AND THE REASON
IT IS INCORRECT OR THE MANNER IN WHICH THE EXECUTION, ATTESTATION,
VERIFICATION, OR ACKNOWLEDGMENT WAS DEFECTIVE; AND
(c) CORRECTS THE ERROR OR THE DEFECTIVE
EXECUTION, ATTESTATION, VERIFICATION, OR ACKNOWLEDGMENT.
(3) A STATEMENT OF CORRECTION MAY BE EXECUTED
BY ANY PERSON DESIGNATED IN SECTION 7641103 (6) OR
BY THE PERSON OR PERSONS WHO EXECUTED THE DOCUMENT THAT IS CORRECTED.
(4) A STATEMENT OF CORRECTION IS EFFECTIVE
ON THE EFFECTIVE DATE OF THE DOCUMENT IT CORRECTS EXCEPT AS TO
PERSONS RELYING ON THE UNCORRECTED DOCUMENT AND ADVERSELY AFFECTED
BY THE CORRECTION. AS TO THOSE PERSONS, THE STATEMENT OF CORRECTION
IS EFFECTIVE WHEN FILED.
7641108. Filing duty of
secretary of state manner of filing.
(1) IF A DOCUMENT DELIVERED TO THE SECRETARY OF STATE
FOR FILING SATISFIES THE REQUIREMENTS OF SECTION 7641103,
THE SECRETARY OF STATE SHALL FILE IT.
(2) THE SECRETARY OF STATE FILES A DOCUMENT
BY LEGIBLY STAMPING OR OTHERWISE ENDORSING THE WORD "FILED",
TOGETHER WITH THE NAME AND OFFICIAL TITLE OF THE SECRETARY OF
STATE AND THE TIME AND DATE OF RECEIPT, ON BOTH THE DOCUMENT AND
THE ACCOMPANYING COPY OR COPIES. AFTER FILING A DOCUMENT, EXCEPT
AS PROVIDED IN SECTIONS 764304 AND 7641115
OF THIS ARTICLE, THE SECRETARY OF STATE SHALL DELIVER THE ACCOMPANYING
COPY, WITH THE RECEIPT FOR FILING FEES, IF ANY, TO THE PARTNERSHIP
OR ITS REPRESENTATIVE.
(3) IF THE SECRETARY OF STATE REFUSES
TO FILE A DOCUMENT, THE SECRETARY OF STATE SHALL RETURN IT TO
THE PERSON DELIVERING THE DOCUMENT, TOGETHER WITH A WRITTEN NOTICE
PROVIDING A BRIEF EXPLANATION OF THE REASON FOR THE REFUSAL, WITHIN
TEN DAYS AFTER THE DOCUMENT WAS DELIVERED TO THE SECRETARY OF
STATE.
(4) THE SECRETARY OF STATE'S DUTY TO FILE
DOCUMENTS UNDER THIS SECTION IS MINISTERIAL. EXCEPT AS OTHERWISE
PROVIDED IN THIS ARTICLE, THE FILING OF OR REFUSAL TO FILE A DOCUMENT
DOES NOT:
(a) AFFECT THE VALIDITY OR INVALIDITY
OF THE DOCUMENT IN WHOLE OR IN PART;
(b) RELATE TO THE CORRECTNESS OR INCORRECTNESS
OF INFORMATION CONTAINED IN THE DOCUMENT; OR
(c) CREATE A PRESUMPTION THAT THE DOCUMENT
IS VALID OR INVALID OR THAT INFORMATION CONTAINED IN THE DOCUMENT
IS CORRECT OR INCORRECT.
7641109. Appeal from secretary
of state's refusal to file document. (1) IF
THE SECRETARY OF STATE REFUSES TO FILE A DOCUMENT DELIVERED TO
THE SECRETARY OF STATE FOR FILING, THE PERSON DELIVERING THE DOCUMENT
FOR FILING MAY, WITHIN FORTYFIVE DAYS AFTER THE EFFECTIVE
DATE OF THE NOTICE OF THE REFUSAL GIVEN BY THE SECRETARY OF STATE
PURSUANT TO SECTION 7641108 (3), APPEAL TO THE
DISTRICT COURT OF THE COUNTY WHERE THE REGISTERED OR CHIEF EXECUTIVE
OFFICE OF THE PARTNERSHIP IS LOCATED, OR IF THE PARTNERSHIP HAS
NEITHER SUCH OFFICE, IN THE DISTRICT COURT FOR THE CITY AND COUNTY
OF DENVER. THE APPEAL IS COMMENCED BY PETITIONING THE COURT TO
COMPEL THE FILING OF THE DOCUMENT BY THE SECRETARY OF STATE AND
BY ATTACHING TO THE PETITION A COPY OF THE DOCUMENT AND A COPY
OF THE SECRETARY OF STATE'S NOTICE OF REFUSAL.
(2) THE COURT MAY ORDER THE SECRETARY
OF STATE TO FILE THE DOCUMENT OR TO TAKE SUCH OTHER ACTION AS
THE COURT CONSIDERS APPROPRIATE.
(3) THE COURT'S ORDER OR DECISION MAY
BE APPEALED AS IN OTHER CIVIL PROCEEDINGS.
7641110. Evidentiary effect
of copy of filed document. A CERTIFICATE
ATTACHED TO A COPY OF A DOCUMENT FILED BY THE SECRETARY OF STATE
BEARING THE SECRETARY OF STATE'S SIGNATURE, EITHER MANUAL OR FACSIMILE,
AND THE SEAL OF THIS STATE IS PRIMA FACIE EVIDENCE THAT THE DOCUMENT
IS ON FILE WITH THE SECRETARY OF STATE.
7641111. Certificates issued
by secretary of state. (1) THE
SECRETARY OF STATE SHALL ISSUE TO ANY PERSON, UPON REQUEST, A
CERTIFICATE THAT SETS FORTH ANY FACTS OF RECORD IN THE OFFICE
OF THE SECRETARY OF STATE.
(2) A CERTIFICATE ISSUED BY THE SECRETARY
OF STATE MAY BE RELIED UPON, SUBJECT TO ANY QUALIFICATION STATED
IN THE CERTIFICATE, AS PRIMA FACIE EVIDENCE OF THE FACTS SET FORTH
THEREIN.
7641112. Proof of filing.
(1) THE SECRETARY OF STATE MAY CONSIDER A DOCUMENT
TO HAVE BEEN RECEIVED FOR FILING UPON PROOF OF RECEIPT WITH A
SIGNED RETURN RECEIPT, AN ENTRY OF A LOG MAINTAINED BY THE SECRETARY
OF STATE OF FACSIMILE TRANSMISSIONS RECEIVED, OR SUCH OTHER AND
ADDITIONAL PROOF OF RECEIPT OF THE DOCUMENTS RECEIVED AS THE SECRETARY
OF STATE MAY REQUIRE. SUCH PROOF SHALL BE SATISFACTORY TO THE
SECRETARY OF STATE BEFORE THE DOCUMENT WILL BE CONSIDERED RECEIVED.
(2) THE SECRETARY OF STATE MAY REQUIRE
THAT THE RECEIPT OF A DOCUMENT BY FACSIMILE TRANSMISSION ON OR
AFTER THE EFFECTIVE DATE OF THIS ARTICLE BE SHOWN IN THE LOG OF
FACSIMILE TRANSMISSIONS RECEIVED BY THE SECRETARY OF STATE. THE
SECRETARY OF STATE MAY CONDITION RELIEF UNDER THIS SECTION UPON
FULFILLMENT OF SUCH OTHER REQUIREMENTS OR CONDITIONS THAT THE
SECRETARY OF STATE FINDS APPROPRIATE, INCLUDING, WITHOUT LIMITATION,
THE MAKING OF A CHANGE OF NAME OF THE ENTITY INVOLVED AND PAYMENT
OF FEES FOR THE FILING.
(3) APPLICATION FOR RELIEF UNDER THIS
SECTION SHALL BE DELIVERED TO THE SECRETARY OF STATE WITHIN SIXTY
DAYS AFTER THE RECEIPT OF SUCH DOCUMENT BY THE SECRETARY OF STATE.
THE SECRETARY OF STATE MAY CONSIDER SUCH APPLICATIONS FILED AFTER
THE EFFECTIVE DATE OF THIS ARTICLE. THE APPLICATION SHALL CONTAIN
SUFFICIENT INFORMATION FOR THE SECRETARY OF STATE TO IDENTIFY
THE TRANSACTION.
7641113. Registered office and registered agent. (1) EACH PARTNERSHIP THAT IS REGISTERED UNDER SECTION 7641002 AND WHOSE CHIEF EXECUTIVE OFFICE IS NOT LOCATED IN THIS STATE SHALL CONTINUOUSLY MAINTAIN IN THIS STATE:
(a) A REGISTERED OFFICE; AND
(b) A REGISTERED AGENT, WHO SHALL BE:
(I) AN INDIVIDUAL WHO RESIDES IN THIS
STATE AND WHOSE BUSINESS OFFICE IS IDENTICAL WITH THE REGISTERED
OFFICE;
(II) A DOMESTIC CORPORATION WHOSE BUSINESS
OFFICE IS IDENTICAL WITH THE REGISTERED OFFICE; OR
(III) A FOREIGN CORPORATION AUTHORIZED
TO TRANSACT BUSINESS IN THIS STATE WHOSE BUSINESS OFFICE IS IDENTICAL
WITH THE REGISTERED OFFICE.
7641114. Change of registered
office or registered agent. (1) A
PARTNERSHIP MAY CHANGE ITS REGISTERED OFFICE OR REGISTERED AGENT
BY DELIVERING TO THE SECRETARY OF STATE FOR FILING A STATEMENT
OF CHANGE THAT SETS FORTH:
(a) THE NAME OF THE PARTNERSHIP;
(b) THE STREET ADDRESS OF ITS CURRENT
REGISTERED OFFICE;
(c) IF THE REGISTERED OFFICE IS TO BE
CHANGED, THE STREET ADDRESS OF THE NEW REGISTERED OFFICE;
(d) THE NAME OF ITS CURRENT REGISTERED
AGENT;
(e) IF THE REGISTERED AGENT IS TO BE CHANGED,
THE NAME OF THE NEW REGISTERED AGENT AND THE NEW REGISTERED AGENT'S
WRITTEN CONSENT TO THE APPOINTMENT, EITHER ON THE STATEMENT OF
CHANGE OR IN AN ACCOMPANYING DOCUMENT; AND
(f) THAT, AFTER THE CHANGE OR CHANGES
ARE MADE, THE STREET ADDRESSES OF ITS REGISTERED OFFICE AND OF
THE BUSINESS OFFICE OF ITS REGISTERED AGENT WILL BE IDENTICAL.
(2) IF A REGISTERED AGENT CHANGES THE
STREET ADDRESS OF THE REGISTERED AGENT'S BUSINESS OFFICE, THE
REGISTERED AGENT MAY CHANGE THE STREET ADDRESS OF THE REGISTERED
OFFICE OF ANY PARTNERSHIP FOR WHICH THE REGISTERED AGENT IS THE
REGISTERED AGENT BY GIVING WRITTEN NOTICE TO THE PARTNERSHIP OF
THE CHANGE AND EXECUTING, EITHER MANUALLY OR IN FACSIMILE, AND
DELIVERING TO THE SECRETARY OF STATE FOR FILING A STATEMENT OF
CHANGE THAT COMPLIES WITH THE REQUIREMENTS OF SUBSECTION (1)
OF THIS SECTION AND RECITES THAT NOTICE OF THE CHANGE HAS BEEN
GIVEN TO THE PARTNERSHIP.
7641115. Resignation of
registered agent. (1) THE REGISTERED
AGENT OF A PARTNERSHIP MAY RESIGN THE AGENCY BY DELIVERING TO
THE SECRETARY OF STATE FOR FILING A STATEMENT OF RESIGNATION,
WHICH SHALL BE ACCOMPANIED BY TWO EXACT OR CONFORMED COPIES THEREOF.
THE STATEMENT OF RESIGNATION MAY INCLUDE A STATEMENT THAT THE
REGISTERED OFFICE IS ALSO DISCONTINUED.
(2) AFTER FILING THE STATEMENT OF RESIGNATION,
THE SECRETARY OF STATE SHALL DELIVER ONE COPY TO THE REGISTERED
OFFICE OF THE PARTNERSHIP AND THE OTHER COPY TO THE CHIEF EXECUTIVE
OFFICE OF THE PARTNERSHIP.
(3) THE AGENCY APPOINTMENT IS TERMINATED,
AND THE REGISTERED OFFICE DISCONTINUED IF SO PROVIDED, ON THE
THIRTYFIRST DAY AFTER THE DATE ON WHICH THE STATEMENT OF
RESIGNATION WAS FILED.
7641116. Service on partnership.
(1) A PARTNERSHIP'S REGISTERED AGENT IS THE PARTNERSHIP'S
AGENT FOR SERVICE OF ANY PROCESS, NOTICE, OR DEMAND REQUIRED OR
PERMITTED BY LAW TO BE SERVED ON THE PARTNERSHIP.
(2) IF A PARTNERSHIP HAS NO REGISTERED
AGENT, OR THE REGISTERED AGENT CANNOT WITH REASONABLE DILIGENCE
BE SERVED, THE PARTNERSHIP MAY BE SERVED BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE PARTNERSHIP AT
ITS CHIEF EXECUTIVE OFFICE. SERVICE IS PERFECTED UNDER THIS SUBSECTION AT
THE EARLIEST OF:
(a) THE DATE THE PARTNERSHIP RECEIVES
THE PROCESS, NOTICE, OR DEMAND;
(b) THE DATE SHOWN ON THE RETURN RECEIPT,
IF SIGNED ON BEHALF OF THE PARTNERSHIP; OR
(c) FIVE DAYS AFTER MAILING.
(3) THIS SECTION DOES NOT PRESCRIBE THE
ONLY MEANS, OR NECESSARILY THE REQUIRED MEANS, OF SERVING A PARTNERSHIP.
PART 12
MISCELLANEOUS PROVISIONS
7641201. Uniformity of
application and construction. THIS ARTICLE
SHALL BE APPLIED AND CONSTRUED TO EFFECTUATE ITS GENERAL PURPOSE
TO MAKE UNIFORM THE LAW WITH RESPECT TO THE SUBJECT OF THIS ARTICLE
AMONG STATES ENACTING IT.
7641202. Title.
THIS ARTICLE MAY BE CITED AS THE "COLORADO UNIFORM PARTNERSHIP
ACT (1997)".
7641203. Severability clause.
IF ANY PROVISION OF THIS ARTICLE OR ITS APPLICATION TO ANY PERSON
OR CIRCUMSTANCE IS HELD INVALID, THE INVALIDITY DOES NOT AFFECT
OTHER PROVISIONS OR APPLICATIONS OF THIS ARTICLE WHICH CAN BE
GIVEN EFFECT WITHOUT THE INVALID PROVISION OR APPLICATION, AND
TO THIS END THE PROVISIONS OF THIS ARTICLE ARE SEVERABLE.
7641204. Effective date.
THIS ARTICLE TAKES EFFECT JANUARY 1, 1998.
7641205. Applicability.
(1) THIS ARTICLE GOVERNS ONLY A PARTNERSHIP FORMED:
(a) AFTER THE EFFECTIVE DATE OF THIS ARTICLE,
UNLESS THAT PARTNERSHIP IS CONTINUING THE BUSINESS OF A PARTNERSHIP
THAT HAS DISSOLVED UNDER SECTION 760141; AND
(b) BEFORE THE EFFECTIVE DATE OF THIS
ARTICLE, THAT ELECTS, AS PROVIDED BY SUBSECTION (2) OF THIS SECTION,
TO BE GOVERNED BY THIS ARTICLE.
(2) A PARTNERSHIP VOLUNTARILY MAY ELECT,
IN THE MANNER PROVIDED IN ITS PARTNERSHIP AGREEMENT OR BY LAW
FOR AMENDING THE PARTNERSHIP AGREEMENT, TO BE GOVERNED BY THIS
ARTICLE. THE PROVISIONS OF THIS ARTICLE RELATING TO THE LIABILITY
OF THE PARTNERSHIP'S PARTNERS TO THIRD PARTIES APPLY TO LIMIT
THOSE PARTNERS' LIABILITY TO A THIRD PARTY WHO HAD DONE BUSINESS
WITH THE PARTNERSHIP WITHIN ONE YEAR PRECEDING THE PARTNERSHIP'S
ELECTION TO BE GOVERNED BY THIS ARTICLE, ONLY IF THE THIRD PARTY
HAS NOTICE OF THE PARTNERSHIP'S ELECTION TO BE GOVERNED BY THIS
ARTICLE.
7641206. Savings clause.
THIS ARTICLE DOES NOT AFFECT AN ACTION OR PROCEEDING COMMENCED
OR RIGHT ACCRUED BEFORE THIS ARTICLE TAKES EFFECT.
SECTION 2. 761110,
Colorado Revised Statutes, 1986 Repl. Vol., is amended BY THE
ADDITION OF A NEW SUBSECTION to read:
761110. General partner
rights liabilities. (2) FOR
A LIMITED PARTNERSHIP THAT HAS MADE THE ELECTION PERMITTED BY
SECTION 761129, THE ARTICLE SO ELECTED SHALL BE THE
GOVERNING LAW FOR PURPOSES OF SUBSECTION (1) OF THIS SECTION.
FOR A LIMITED PARTNERSHIP THAT HAS NOT MADE THE ELECTION PERMITTED
BY SECTION 761129, ARTICLE 60 OF THIS TITLE SHALL
BE THE GOVERNING LAW FOR PURPOSES OF SUBSECTION (1) OF THIS SECTION.
SECTION 3. 761129,
Colorado Revised Statutes, 1986 Repl. Vol., is amended to read:
761129. Law governing cases
not covered. In
any case not provided for in this article, the rules of law and
equity, including the law merchant, shall govern.
(1) IN ANY CASE NOT PROVIDED FOR IN THIS ARTICLE, THE
PROVISIONS OF EITHER ARTICLE 60 OR 64 OF THIS TITLE SHALL GOVERN,
TO THE EXTENT APPLICABLE, AS FOLLOWS:
(a) A LIMITED PARTNERSHIP MAY ELECT TO
BE GOVERNED BY ARTICLE 64 OF THIS TITLE BY FILING FOR
RECORD IN THE OFFICE OF THE COUNTY CLERK AND RECORDER IN WHICH
ITS CERTIFICATE OF LIMITED PARTNERSHIP IS FILED OF RECORD AN AMENDMENT
WHICH INCLUDES A DECLARATION THAT IT ELECTS TO BE GOVERNED BY
SUCH ARTICLE. IF THE ELECTION IS MADE, THE AMENDMENT SHALL BE
SIGNED BY ALL GENERAL PARTNERS, NOTWITHSTANDING SECTION 761126
(1) (b).
(b) A LIMITED PARTNERSHIP THAT HAS MADE THE ELECTION IN PARAGRAPH (a) OF THIS SUBSECTION (1) SHALL BE GOVERNED BY ARTICLE 64 OF THIS TITLE.
(c) A LIMITED PARTNERSHIP THAT HAS NOT
MADE THE ELECTION IN PARAGRAPH (a) OF THIS SUBSECTION (1) SHALL
BE GOVERNED BY ARTICLE 60 OF THIS TITLE.
SECTION 4. 762101
(5.5) and (12), Colorado Revised Statutes, 1986 Repl. Vol., as
amended, are amended to read:
762101. Definitions.
As used in this article, unless the context otherwise requires:
(5.5) "Limited liability partnership"
means a registered limited liability partnership as defined in
section 760102 (7) OR 764101 (13).
(12) "Registered limited liability
limited partnership" means a domestic or foreign limited
partnership that has registered under section 760144
OR SECTION 7641002.
SECTION 5. 762109,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
762109. Conversion of limited
partnership into other entities. A limited
partnership may become a registered limited liability limited
partnership by complying with the applicable provisions of the
"Uniform Partnership Law", article 60 of this title,
OR THE "COLORADO UNIFORM PARTNERSHIP ACT (1997)", ARTICLE
64 OF THIS TITLE.
SECTION 6. 762403,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
BY THE ADDITION OF A NEW SUBSECTION to read:
762403. General powers
and liabilities. (3) FOR A
LIMITED PARTNERSHIP THAT HAS MADE THE ELECTION PERMITTED BY SECTION 7621104,
THE ARTICLE SO ELECTED SHALL BE THE GOVERNING LAW FOR PURPOSES
OF SUBSECTIONS (1) AND (2) OF THIS SECTION. FOR A LIMITED
PARTNERSHIP THAT HAS NOT MADE THE ELECTION PERMITTED BY SECTION 7621104,
ARTICLE 60 OF THIS TITLE SHALL BE THE GOVERNING LAW
FOR PURPOSES OF SUBSECTIONS (1) AND (2) OF THIS SECTION.
SECTION 7. 7621104,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
7621104. Rules for cases
not provided for in this article registration as limited
liability limited partnership. (1) In
any case not provided for in this article, the provisions of the
"Uniform Partnership Law" shall govern. A limited partnership
may register as a registered limited liability limited partnership
by complying with the applicable provisions of the "Uniform
Partnership Law". EITHER ARTICLE
60 OR 64 OF THIS TITLE SHALL GOVERN, TO THE EXTENT APPLICABLE,
AS FOLLOWS:
(a) A LIMITED PARTNERSHIP MAY ELECT TO
BE GOVERNED BY ARTICLE 64 OF THIS TITLE BY FILING IN THE OFFICE
OF THE SECRETARY OF STATE A CERTIFICATE OF LIMITED PARTNERSHIP
OR A CERTIFICATE OF AMENDMENT OF LIMITED PARTNERSHIP THAT INCLUDES
A DECLARATION THAT IT ELECTS TO BE GOVERNED BY SUCH ARTICLE. IF
THE ELECTION IS MADE BY A CERTIFICATE OF AMENDMENT, THE CERTIFICATE
OF AMENDMENT SHALL BE SIGNED BY ALL GENERAL PARTNERS, NOTWITHSTANDING
SECTION 762204 (1) (b).
(b) A LIMITED PARTNERSHIP THAT HAS MADE
THE ELECTION IN PARAGRAPH (a) OF THIS SUBSECTION (1) SHALL BE
GOVERNED BY ARTICLE 64 OF THIS TITLE.
(c) A LIMITED PARTNERSHIP THAT HAS NOT
MADE THE ELECTION IN PARAGRAPH (a) OF THIS SUBSECTION (1) SHALL
BE GOVERNED BY ARTICLE 60 OF THIS TITLE.
SECTION 8. 780102
(13), Colorado Revised Statutes, 1986 Repl. Vol., as amended,
is amended to read:
780102. Definitions.
As used in this article, unless the context otherwise requires:
(13) "Partnership" means a partnership
as defined in the "Uniform Partnership Law", article
60 of this title, OR THE "COLORADO UNIFORM PARTNERSHIP ACT
(1997)", ARTICLE 64 OF THIS TITLE, a predecessor law, or
a comparable law of another jurisdiction and includes a registered
limited liability partnership.
SECTION 9. 7801001.5
(3) (b), Colorado Revised Statutes, 1986 Repl. Vol., as amended,
is amended to read:
7801001.5. Conversion of
limited liability company to partnership or limited partnership.
(3) After the conversion is approved as provided in
subsection (2) of this section:
(b) If the resulting organization is a
registered limited liability partnership or a registered limited
liability limited partnership, the limited liability company shall
file with the office of the secretary of state a registration
statement which satisfies the requirements of section 760144
OR 7641002.
SECTION 10. 124110
(1.5) (c), Colorado Revised Statutes, 1991 Repl. Vol., as amended,
is amended to read:
124110. Partnerships
professional corporations limited liability companies
requirements. (1.5) The practice
of architecture by the following entities is permitted, subject
to subsection (2) of this section:
(c) A registered limited liability partnership
that has registered in accordance with section 760144,
C.R.S., OR QUALIFIED IN ACCORDANCE WITH SECTION 7641002,
C.R.S.
SECTION 11. 1232109.5
(6) (b), Colorado Revised Statutes, 1991 Repl. Vol., as amended,
is amended to read:
1232109.5. Professional
service corporations, limited liability companies, and registered
limited liability partnerships for the practice of podiatry
definitions. (6) As used in
this section, unless the context otherwise requires:
(b) "Corporation" includes a
limited liability company organized under the "Colorado Limited
Liability Company Act", article 80 of title 7, C.R.S., and
a limited liability partnership registered under section 760144
OR 7641002, C.R.S.
SECTION 12. 1233124
(7) (b), Colorado Revised Statutes, 1991 Repl. Vol., as amended,
is amended to read:
1233124. Professional service
corporations, limited liability companies, and registered limited
liability partnerships for the practice of chiropractic
definitions. (7) As used in
this section, unless the context otherwise requires:
(b) "Corporation" includes a
limited liability company organized under the "Colorado Limited
Liability Company Act", article 80 of title 7, C.R.S., and
a limited liability partnership registered under section 760144
OR 7641002, C.R.S.
SECTION 13. 1236134
(8) (b), Colorado Revised Statutes, 1991 Repl. Vol., as amended,
is amended to read:
1236134. Professional service
corporations, limited liability companies, and registered limited
liability partnerships for the practice of medicine definitions.
(8) As used in this section, unless the context otherwise
requires:
(b) "Corporation" includes a
limited liability company organized under the "Colorado Limited
Liability Company Act", article 80 of title 7, C.R.S., and
a limited liability partnership registered under section 760144
OR 7641002, C.R.S.; except that the name of an entity
other than a corporation shall contain the word "professional"
or the abbreviation "prof." in addition to any other
words required by the statute under which such entity is organized.
SECTION 14. 1240125
(7) (b), Colorado Revised Statutes, 1991 Repl. Vol., as amended,
is amended to read:
1240125. Professional service
corporations, limited liability companies, and registered limited
liability partnerships for the practice of optometry definitions.
(7) As used in this section, unless the context otherwise
requires:
(b) "Corporation" includes a
limited liability company organized under the "Colorado Limited
Liability Company Act", article 80 of title 7, C.R.S., and
a limited liability partnership registered under section 760144
OR 7641002, C.R.S.
SECTION 15. 1241124
(6) (b), Colorado Revised Statutes, 1991 Repl. Vol., as amended,
is amended to read:
1241124. Professional service corporations, limited liability companies, and registered limited liability partnerships for the practice of physical therapy definitions. (6) As used in this section, unless the context otherwise requires:
(b) "Corporation" includes a
limited liability company organized under the "Colorado Limited
Liability Company Act", article 80 of title 7, C.R.S., and
a limited liability partnership registered under section 760144
OR 7641002, C.R.S.
SECTION 16. 1243211
(7) (b), Colorado Revised Statutes, 1991 Repl. Vol., as amended,
is amended to read:
1243211. Professional service
corporations for the practice of psychology, clinical social work,
marriage and family therapy, and professional counseling
definitions. (7) As used in
this section, unless the context otherwise requires:
(b) "Corporation" includes a
limited liability company organized under the "Colorado Limited
Liability Company Act", article 80 of title 7, C.R.S., and
a limited liability partnership registered under section 760144
OR 7641002, C.R.S.
SECTION 17. 3830166
(5), Colorado Revised Statutes, 1982 Repl. Vol., as amended, is
amended to read:
3830166. Trusts and joint
ventures ownership and transfer of property.
(5) For the purposes of this section, the term "joint
venture" does not include a partnership, as defined in the
"Uniform Partnership Law", article 60 of title 7, C.R.S.,
OR THE "COLORADO UNIFORM PARTNERSHIP ACT (1997)", ARTICLE
64 OF TITLE 7, C.R.S., whether or not denominated a joint venture
in its organizational documents or elsewhere. Except with respect
to the provisions of subsection (4) of this section, as applied
to any lien or encumbrance arising out of a claim by a joint venturer
against another joint venturer in the joint venture, or against
the joint venture itself, the provisions of this section shall
not be interpreted to alter or affect the rights and duties between
joint venturers of a joint venture, as may be required by law
or by court decision.
SECTION 18. 3833.3319,
Colorado Revised Statutes, 1982 Repl. Vol., as amended, is amended
to read:
3833.3319. Other applicable
statutes. To the extent that provisions
of this article conflict with applicable provisions in the "Colorado
Business Corporation Act", articles 101 to 117 of title 7,
C.R.S., the "Colorado Nonprofit Corporation Act", articles
20 to 29 of title 7, C.R.S., the "Uniform Partnership Law",
article 60 of title 7, C.R.S., THE "COLORADO UNIFORM PARTNERSHIP
ACT (1997)", ARTICLE 64 OF TITLE 7, C.R.S., the "Colorado
Uniform Limited Partnership Act of 1981", article 62 of title
7, C.R.S., article 1 of this title, article 55 of title 7, C.R.S.,
article 33.5 of this title, and section 391103 (10),
C.R.S., and any other laws of the state of Colorado which now
exist or which are subsequently enacted, the provisions of this
article shall control.
SECTION 19. Effective date.
This act shall take effect on January 1, 1998; except that, if
a referendum petition is filed against this act or an item, section,
or part of this act within the ninetyday period after final
adjournment of the general assembly that is allowed for submitting
a referendum petition pursuant to article V, section 1 (3) of
the state constitution, then the act, item, section, or part,
if approved by the people, shall take effect on the date of the
official declaration of the vote thereon by proclamation of the
governor.
____________________________ ____________________________
Charles E. Berry Tom Norton
SPEAKER OF THE HOUSE PRESIDENT OF
OF REPRESENTATIVES THE SENATE
____________________________ ____________________________
Judith M. Rodrigue Joan M. Albi
CHIEF CLERK OF THE HOUSE SECRETARY OF
OF REPRESENTATIVES THE SENATE
APPROVED________________________________________
_________________________________________
Roy Romer
GOVERNOR OF THE STATE OF COLORADO