Syfert Injury Law Firm

Popular name.

Definitions.

Knowledge and notice.

Nature, purpose, and duration of entity.

Powers.

Governing law.

Supplemental principles of law; rate of interest.

Name.

Reserved name.

Department of State; fees.

Effect of partnership agreement; nonwaivable provisions.

Required information.

Business transactions of partner with partnership.

Dual capacity.

Designated office, registered office, and registered agent.

Change of registered agent or registered office.

Resignation of registered agent.

Serving process, giving notice, or making a demand on a limited partnership or a foreign limited partnership.

Consent and proxies of partners.

Formation of limited partnership; certificate of limited partnership.

Amendment or restatement of certificate.

Certificate of dissolution; statement of termination.

Signing of records.

Signing and filing pursuant to judicial order.

Delivery to and filing of records by Department of State; effective time and date; notice.

Correcting filed record.

Liability for false information in filed record.

Certificate of status.

Annual report for Department of State.

Becoming limited partner.

No right or power as limited partner to bind limited partnership; certain approval rights.

No liability as limited partner for limited partnership obligations.

Right of limited partner and former limited partner to information.

Limited duties of limited partners.

Person erroneously believing self to be limited partner.

Becoming general partner.

General partner agent of limited partnership.

Limited partnership liable for general partner’s actionable conduct.

General partner’s liability.

Actions by and against partnership and partners.

Management rights of general partner; approval rights of other partners.

Right of general partner and former general partner to information.

General standards of conduct for general partner.

Form of contribution.

Liability for contribution.

Sharing of profits, losses, and distributions.

Interim distributions.

No distribution on account of dissociation.

Distribution in kind.

Right to distribution.

Limitations on distribution.

Liability for improper distributions.

Dissociation as limited partner.

Effect of dissociation as limited partner.

Dissociation as general partner.

Person’s power to dissociate as general partner; wrongful dissociation.

Effect of dissociation as general partner.

Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

Liability to other persons of person dissociated as general partner.

Partner’s transferable interest; certificates.

Transfer of partner’s transferable interest.

Rights of creditor of partner or transferee.

Power of estate of deceased partner.

Nonjudicial dissolution.

Judicial dissolution.

Winding up.

Power of general partner and person dissociated as general partner to bind partnership after dissolution.

Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

Known claims against dissolved limited partnership.

Unknown claims against dissolved limited partnership.

Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

Administrative dissolution.

Reinstatement following administrative dissolution.

Appeal from denial of reinstatement.

Revocation of dissolution.

Disposition of assets; when contributions required.

Governing law regarding foreign limited partnerships.

Application for certificate of authority.

Activities not constituting transacting business.

Filing of certificate of authority.

Noncomplying name of foreign limited partnership.

Revocation of certificate of authority.

Cancellation of certificate of authority; effect of failure to have certificate.

Action by Attorney General.

Reinstatement following administrative revocation.

Amending certificate of authority.

Direct action by partner.

Derivative action.

Proper plaintiff.

Pleading.

Proceeds and expenses.

Definitions.

Conversion.

Action on plan of conversion by converting limited partnership.

Filings required for conversion; effective date.

Effect of conversion.

Merger.

Action on plan of merger by constituent limited partnership.

Filings required for merger; effective date.

Effect of merger.

Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.

Liability of general partner after conversion or merger.

Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

Appraisal rights; definitions.

Right of limited partners to appraisal.

Assertion of rights by nominees and beneficial owners.

Notice of appraisal rights.

Notice of intent to demand payment.

Appraisal notice and form.

Perfection of rights; right to withdraw.

Limited partner’s acceptance of limited partnership’s offer.

Procedure if limited partner is dissatisfied with offer.

Court action.

Court costs and counsel fees.

Limitation on limited partnership payment.

Application of other laws to provisions governing conversions and mergers.

Uniformity of application and construction.

Severability clause.

Relation to Electronic Signatures in Global and National Commerce Act.

Application to existing relationships.

Savings clause.