Syfert Injury Law Firm

Uniformity of application and construction.

Short title.

Definitions.

Knowledge and notice.

Effect of partnership agreement; nonwaivable provisions.

Supplemental principles of law.

Execution, filing, and recording of partnership registration and other statements.

Correcting a filed record.

Fees for filing documents and issuing certificates; powers of the Department of State.

Governing law.

Partnership subject to amendment or repeal of act.

Partnership as entity.

Formation of partnership.

Partnership property.

When property is partnership property.

Partner agent of partnership.

Transfer of partnership property.

Statement of partnership authority.

Statement of denial.

Partnership liable for partner’s actionable conduct.

Partner’s liability.

Actions by and against partnership and partners.

Liability of purported partner.

Partner’s rights and duties.

Distributions in kind.

Partner’s rights and duties with respect to information.

General standards of partner’s conduct.

Actions by partnership and partners.

Continuation of partnership beyond definite term or particular undertaking.

Partner not co-owner of partnership property.

Partner’s transferable interest in partnership.

Transfer of partner’s transferable interest.

Partner’s transferable interest subject to charging order.

Events causing partner’s dissociation.

Partner’s power to dissociate; wrongful dissociation.

Effect of partner’s dissociation.

Purchase of dissociated partner’s interest.

Dissociated partner’s power to bind and liability to partnership.

Dissociated partner’s liability to other persons.

Statement of dissociation.

Continued use of partnership name.

Events causing dissolution and winding up of partnership business.

Partnership continues after dissolution.

Right to wind up partnership business.

Partner’s power to bind partnership after dissolution.

Statement of dissolution.

Partner’s liability to other partners after dissolution.

Settlement of accounts and contributions among partners.

Definitions.

Conversion.

Action on plan of conversion by converting partnership.

Filings required for conversion; effective date.

Effect of conversion.

Merger.

Action on plan of merger by constituent partnership.

Filings required for merger; effective date.

Effect of merger.

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

Liability of a partner after conversion or merger.

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

Application of other laws to provisions governing conversions and mergers.

Statement of qualification.

Name.

Annual report.

Law governing foreign limited liability partnership.

Statement of foreign qualification.

Effect of failure to qualify.

Activities not constituting transacting business.

Action by Attorney General.

Applicability.

Saving clause.