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Title 31, Chapter 19: UNIFORM LIMITED PARTNERSHIP ACT
Subchapter 1: GENERAL PROVISIONS
31 §1301. Short title
31 §1302. Definitions
31 §1303. Knowledge and notice
31 §1304. Nature, purpose and duration of entity
31 §1305. Powers
31 §1306. Governing law
31 §1307. Supplemental principles of law; rate of interest
31 §1308. Limited partnership name; assumed name
31 §1309. Reserved name; registered name of foreign limited partnership
31 §1310. Effect of partnership agreement; nonwaivable provisions
31 §1311. Required information
31 §1312. Business transactions of partner with partnership
31 §1313. Dual capacity
31 §1314. Registered office; registered agent (REPEALED)
31 §1314-A. Registered agent of domestic or foreign limited partnership
31 §1315. Change of registered office or registered agent (REPEALED)
31 §1316. Resignation of registered agent (REPEALED)
31 §1317. Service of process (REPEALED)
31 §1317-A. Service of process on domestic or foreign limited partnership
31 §1318. Consent and proxies of partners
Subchapter 2: FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER FILINGS
31 §1321. Formation of limited partnership; certificate of limited partnership
31 §1322. Amendment or restatement of certificate
31 §1323. Statement of termination
31 §1324. Signing of records
31 §1325. Signing and filing pursuant to judicial order
31 §1326. Delivery to and filing of records by Secretary of State; effective time and date
31 §1327. Correcting filed record
31 §1328. Liability for false information in filed record
31 §1329. Certificate of existence; certificate of authority; certificate of fact
31 §1330. Annual report and amended annual report of domestic and foreign limited partnerships; failure to file annual report; penalty
Subchapter 3: LIMITED PARTNERS
31 §1341. Becoming limited partner
31 §1342. No right or power as limited partner to bind limited partnership
31 §1343. No liability as limited partner for limited partnership obligations
31 §1344. Right of limited partner and former limited partner to information
31 §1345. Limited duties of limited partners
31 §1346. Person erroneously believing self to be limited partner
Subchapter 4: GENERAL PARTNERS
31 §1351. Becoming general partner
31 §1352. General partner agent of limited partnership
31 §1353. Limited partnership liable for general partner's actionable conduct
31 §1354. General partner's liability
31 §1355. Actions by and against partnership and partners
31 §1356. Management rights of general partner
31 §1357. Right of general partner and former general partner to information
31 §1358. General standards of general partner's conduct
Subchapter 5: CONTRIBUTIONS AND DISTRIBUTIONS
31 §1361. Form of contribution
31 §1362. Liability for contribution
31 §1363. Sharing of distributions
31 §1364. Interim distributions
31 §1365. No distribution on account of dissociation
31 §1366. Distribution in kind
31 §1367. Right to distribution
31 §1368. Limitations on distribution
31 §1369. Liability for improper distributions
Subchapter 6: DISSOCIATION
31 §1371. Dissociation as limited partner
31 §1372. Effect of dissociation as limited partner
31 §1373. Dissociation as general partner
31 §1374. Person's power to dissociate as general partner; wrongful dissociation
31 §1375. Effect of dissociation as general partner
31 §1376. Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner
31 §1377. Liability to other persons of person dissociated as general partner
Subchapter 7: TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
31 §1381. Partner's transferable interest
31 §1382. Transfer of partner's transferable interest
31 §1383. Rights of judgment creditor of partner or transferee
31 §1384. Power of estate of deceased partner
Subchapter 8: DISSOLUTION
31 §1391. Nonjudicial dissolution
31 §1392. Judicial dissolution
31 §1393. Winding up
31 §1394. Power of general partner and person dissociated as general partner to bind partnership after dissolution
31 §1395. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner
31 §1396. Known claims against dissolved limited partnership
31 §1397. Other claims against dissolved limited partnership
31 §1398. Liability of general partner and person dissociated as general partner when claim against limited partnership barred
31 §1399. Administrative dissolution of domestic limited partnership
31 §1400. Reinstatement following administrative dissolution or suspension of domestic limited partnership
31 §1401. Appeal from denial of reinstatement of domestic limited partnership
31 §1401-A. Revival of domestic limited partnership after dissolution
31 §1402. Disposition of assets; when contributions required
31 §1403. Late reinstatement of domestic limited partnership after administrative dissolution
Subchapter 9: FOREIGN LIMITED PARTNERSHIPS
31 §1411. Governing law
31 §1412. Application for certificate of authority
31 §1412-A. Amendments to application
31 §1413. Activities not constituting transacting business
31 §1414. Filing of certificate of authority
31 §1415. Fictitious name of foreign limited partnership
31 §1416. Revocation of authority
31 §1417. Cancellation of certificate of authority; effect of failure to have certificate
31 §1418. Action by Attorney General
Subchapter 10: ACTIONS BY PARTNERS
31 §1421. Direct action by partner
31 §1422. Derivative action
31 §1423. Proper plaintiff
31 §1424. Pleading
31 §1425. Proceeds and expenses
Subchapter 11: CONVERSION AND MERGER
31 §1431. Definitions
31 §1432. Conversion
31 §1433. Action on plan of conversion by converting limited partnership
31 §1434. Filings required for conversion; effective date
31 §1435. Effect of conversion
31 §1436. Merger
31 §1437. Action on plan of merger by constituent limited partnership
31 §1438. Filings required for merger; effective date
31 §1439. Effect of merger
31 §1440. Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status
31 §1441. Liability of general partner after conversion or merger
31 §1442. Power of general partners and persons dissociated as general partners to bind organization after conversion or merger
31 §1443. Subchapter not exclusive
Subchapter 12: MISCELLANEOUS PROVISIONS
31 §1451. Uniformity of application and construction
31 §1452. Relation to electronic signatures in global and national commerce act
31 §1453. Application to existing relationships
31 §1454. Savings clause
31 §1455. Duty of Secretary of State
31 §1456. Rules
31 §1457. Expedited service
31 §1458. Access to data base
31 §1459. Publications
31 §1460. Fees; penalties
31 §1461. Effective date
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