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Complete Home and Office Legal Guide (Chestnut) (1993).ISO
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/* The following is the full text of the Uniform Limited
Partnership Act, with comments. */
UNIFORM LIMITED PARTNERSHIP ACT
/* Alas, most uniform acts are not "uniform." Each state makes
changes in the basic framework, often in important ways. There
are also several different versions. What follows is the 1976
version as amended in 1985. Each state's version of this law may
differ significantly. However, this law represents the latest
thinking about limited partnership law.*/
Section 101. Definitions. As used in this Act, unless the context
otherwise requires:
(1) Certificate of limited partnership means the certificate
referred to in Section 201, and the certificate as amended or
restated.
(2) Contribution means any cash, property, services
rendered, or a promissory note or other binding obligation to
contribute cash or property or to preform services, which a
partner contributes to a limited partnership in his capacity as a
partner.
/* It is significant to note that the act permits a binding
commitment to provide future services to be a contribution. */
(3) Event of withdrawal of a general partner means an event
that causes a person to cease to be a general partner as provided
in Section 402.
(4) Foreign limited partnership means a partnership formed
under the laws of any State other than this State and having as
partners one or more general partners and one or more limited
partners.
(5) General partner means a person who has been admitted to
a limited partnership as a general partner in accordance with the
partnership agreement and named in the certificate of limited
partnership as a general partner.
(6) Limited partner means a person who has been admitted to
a limited partnership as a limited partner in accordance with the
partnership agreement.
(7) Limited partnership and domestic limited partnership
means a partnership formed by two or more persons under the laws
of this State and having one or more limited partners and one or
more general partners.
(8) Partner means a limited or general partner.
(9) Partnership agreement means any valid agreement, written
or oral, of the partners as to the affairs of a limited
partnership and the conduct of its business.
(10) Partnership interest means a partner's share of the
profits and losses of a limited partnership and the right to
receive distributions of partnership assets.
(11) Person means a natural person, partnership, limited
partnership (domestic or foreign) trust, estate, association, or
corporation.
(12) State means a state, territory, possession of the
Untied States, the District of Columbia, or the Commonwealth of
Puerto Rico.
Section 102. Name. The name of each limited partnership as set
forth in its certificate of limited partnership:
(1) shall contain without abbreviation the words "limited
partnership;"
(2) may not contain the name of a limited partner unless (i)
it is also the name of a general partner or the corporate name of
a corporate general partner or (ii) the business of the limited
partnership had been carried on under than name before the
admission of that limited partner.
(3) may not be the same as, or deceptive similar to, the
name of any corporation or limited partnership organized under
the laws of this State or license or registered as a foreign
corporation or limited partnership in this State; and
(4) may not contain the following words: [insert]
/* This usually include: bank, credit union, insurance company,
trust company, rail road, as they are required to have permission
from state or federal authorities first before formation. */
Section 103. Reservation of Name.
(a) The exclusive right to the use of a name may be reserved by:
(1) any person intending to organize a limited partnership
under this Act and to adopt that name;
(2) any domestic limited partnership or any foreign limited
partnership registered in this State, which in either case,
intends to adopt that name;
(3) any foreign limited partnership intending to register in
this State and use that name;
(4) any person intending to organize a foreign limited
partnership and intending to have it register in this State and
adopt that name.
(b) The reservation shall be made by filing with the Secretary of
State an application, executed by the applicant, to reserve a
specified name. If the Secretary of State finds that the name is
available for use by a domestic or foreign limited partnership,
he or she shall reserve that name for the exclusive use of the
applicant for a period of 120 days. Once having so reserved a
name, the same applicant may not again reserve the same name
until more than 60 days after the expiration of the last 120-day
period for which that applicant reserved that name. The right to
the exclusive use of a reserved name may be transferred to any
other person by filing with the Secretary of State a notice of
the transfer, executed by the applicant for whom the name was
reserved and specifying the name and address of the transferee.
Section 104. Specified Office and Agent. Each limited partnership
shall keep at the office referred to in Section 104(1) the
following:
(1) A current list of the full name and last known business
address of each partner, separately identifying the general (in
alphabetical order) and the limited partners (in alphabetical
order);
(2) A copy of the certificate of limited partnership and all
certificates of amendment thereto, together with executed copies
of any powers of attorney pursuant to which any certificate has
been executed;
(3) copies of the limited partnership's federal, state and
local income tax returns and reports, if any, for the three most
recent years;
(4) copies of any then efficient written partnership
agreements and of any financial statements of the limited
partnership for the three most recent years; and
(5) unless contained in a written partnership agreement, a
writing setting out:
(i) the amount of cash and a description and statement
of the agreed value of the other property or services contributed
by each partner and which each partner has agreed to contribute;
(ii) the times at which or events on the happening of which
any additional contributions agreed to be made by each partner
are to be made;
(ii) any right of a partner to receive, or a general partner
to make, distributions to a partner which include a return of all
or any part of the partner's contribution;
(iii) any right of a partner to receive, or of a general
partner to make, distributions to a partner which include a
return of all or any part of the partner's contribution;
(iv) any events upon the happening of which the limited
partnership is to be dissolved and its affairs wound up.
(b) Records kept under this section are subject to inspection and
copying at the reasonable request and at the expense of any
partner during ordinary business hours.
Section 106. Nature of partnership. A limited partnership may
carry on any business that a partnership without limited partners
may carry on except [add here]
Section 107. Business Transaction of Partner with Partnership.
Except as provided in the partnership agreement, a partner may
lend money to and transact other business with the limited
partnership and, subject to other applicable law, has the same
rights and obligations with respect thereto as a person who is
not a partner.
/* It is not unusual for a partner to be a creditor, limited and
general partner at once. The ULPA accommodates extreme flexibility
in the form and nature of contributions and other financial
arrangements. */
ARTICLE 2
FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP
Section 201. Certificate of Limited Partnership. (a) In order to