| | | Another significant change introduced by RUPA is provision for | | the public filing of statements containing basic information | | about a partnership, such as the agency authority of its | | partners. Because of the informality of many partnerships, and | | the inadvertence of some, mandatory filings were eschewed in | | favor of a voluntary regime. It was the Drafting Committee's | | belief, however, that filings would become routine for | | sophisticated partnerships and would be required by lenders and | | others for major transactions. |
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| | | Another innovation is found in Article 9. For the first time, | | the merger of two or more partnerships and the conversion of | | partnerships to limited partnerships (and the reverse) is | | expressly authorized, and a "safe harbor" procedure for effecting | | such transactions is provided. |
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| | | One final change deserves mention. Partnership law no longer | | governs limited partnerships pursuant to the provisions of RUPA | | itself. First, limited partnerships are not "partnerships" | | within the RUPA definition. Second, UPA Section 6(2), which | | provides that the UPA governs limited partnerships in cases not | | provided for in the Uniform Limited Partnership Act (1976) (1985) | | ("RULPA") has been deleted. No substantive change in result is | | intended, however. Section 1105 of RULPA already provides that | | the UPA governs in any case not provided for in RULPA, and thus | | the express linkage in RUPA is unnecessary. Structurally, it is | | more appropriately left to RULPA to determine the applicability | | of RUPA to limited partnerships. It is contemplated that the | | Conference will review the linkage question carefully, although | | no changes in RULPA may be necessary despite the many changes in | | RUPA. |
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| | | Finally, the Drafting Committee wishes to express its deep | | appreciation for the extraordinary time and effort that has been | | devoted to this project by its Reporter, Donald J. Weidner, Dean | | of the Florida State University College of Law; by its Assistant | | Reporter, Professor John W. Larson of the Florida State | | University College of Law; by its American Bar Association | | Advisors Allan G. Donn, of Norfolk, Virginia (ABA Section of | | Taxation and later the ABA Advisor, and a member of the original | | ABA subcommittee that recommended revising the UPA), Harry J. | | Haynsworth, Dean of the Southern Illinois University School of | | Law (the original ABA Advisor until he became a Commissioner and | | member of the Drafting Committee in 1992 and who was also a | | member of the original ABA subcommittee), S. Stacy Eastland, of | | Houston, Texas (Probate and Trust Division of the ABA Section of | | Real Property, Probate and Trust Law), and Caryl B. Welborn, of | | San Francisco, California (Real Property Division of the ABA | | Section of Real Property, Probate and Trust Law); and by a number | | of other advisors and observers without whose assistance the |
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