CHAPTER 425

PARTNERSHIPS

Part I. General Partnerships

Section

425-1 Registration and annual statements

425-1.5 Filing in office of the director

425-1.6 Filing requirements; filing duty of the director

425-1.7 Correcting a filed document

425-2 Forms to be furnished by director

425-3 Foreign partnerships, powers and liabilities

425-4 Partnership between husband and wife; prima facie

proof

425-5 Minors and incompetent persons

425-6 Partnership name

425-7 Partnership name; change of

425-8 Reservation of partnership name

425-9 Statement of dissolution

425-10 Taxes, etc., a prior lien on partnership property on

dissolution

425-11 Record of statements

425-12 Fee for filing documents and issuing certificates

425-13 Personal liability and penalty

425-14 Cancellation of registration

425-15 Not applicable to corporations

425-16 Fees, government realizations

425-17 Withdrawal procedure for foreign general partnership

Part II. Uniform Limited Partnership Act

425-21 to 52 Repealed

Part III. Foreign Limited Partnerships

425-71 to 77 Repealed

Part IV. Uniform Partnership Act [OLD]

Preliminary Provisions

425-101 Name of part

425-102 Definition of terms

425-103 Interpretation of knowledge and notice

425-104 Rules of construction

425-105 Rules for cases not provided for in this part

Nature of a Partnership

425-106 Partnership defined

425-107 Rules for determining the existence of a partnership

425-108 Partnership property

 

Relations of Partners to Persons Dealing

with the Partnership

425-109 Partner agent of partnership as to partnership

business

425-110 Conveyance of real property of the partnership

425-111 Partnership bound by admission of partner

425-112 Partnership charged with knowledge of or notice to

partner

425-113 Partnership bound by partner's wrongful act

425-114 Partnership bound by partner's breach of trust

425-115 Nature of partner's liability

425-116 Partner by estoppel

425-117 Liability of incoming partner

Relations of Partners to One Another

425-118 Rules determining rights and duties of partners

425-119 Partnership books

425-120 Duty of partners to render information

425-121 Partner accountable as a fiduciary

425-122 Right to an account

425-123 Continuation of partnership beyond fixed term

Property Rights of a Partner

425-124 Extent of property rights of a partner

425-125 Nature of a partner's right in specific partnership

property

425-126 Nature of partner's interest in the partnership

425-127 Assignment of partner's interest

425-128 Partner's interest subject to charging order

Dissolution and Winding Up

425-129 Dissolution defined

425-130 Partnership not terminated by dissolution

425-131 Causes of dissolution

425-132 Dissolution by decree of court

425-133 General effect of dissolution on authority of partner

425-134 Right of partner to contribution from co-partners

after dissolution

425-135 Power of partner to bind partnership to third persons

after dissolution

425-136 Effect of dissolution on partner's existing liability

425-137 Right to wind up

425-138 Rights of partners to application of partnership

property

425-139 Rights where partnership is dissolved for fraud or

misrepresentation

425-140 Rules for distribution

425-141 Liability of persons continuing the business in

certain cases

425-142 Rights of retiring or estate of deceased partner when

the business is continued

425-143 Accrual of actions

Part IV. Uniform Partnership Act

General Provisions

425-101 Definition

425-102 Knowledge and notice

425-103 Effect of partnership agreement; nonwaivable provisions

425-104 Supplemental principles of law

425-105 Recording and notification of statements

425-106 Governing law

425-107 Partnership subject to amendment or repeal of chapter

Nature of Partnership

425-108 Partnership as entity

425-109 Formation of partnership

425-110 Partnership property

425-111 When property is partnership property

Relations of Partners to Persons Dealing with Partnership

425-112 Partner agent of partnership

425-113 Transfer of partnership property

425-114 Partnership registration statement

425-115 Statement of denial

425-116 Partnership liable for partner’s actionable conduct

425-117 Partner’s liability

425-118 Actions by and against partnership and partners

425-119 Liability of purported partner

Relations of Partners to Each Other and to Partnership

425-120 Partner’s rights and duties

425-121 Distributions in kind

425-122 Partner’s rights and duties with respect to information

425-123 General standards of partner’s conduct

425-124 Actions by partnership and partners

425-125 Continuation of partnership beyond definite term or

particular undertaking

Transferees and Creditors of Partners

425-126 Partner not co-owner of partnership property

425-127 Partner’s transferable interest in partnership

425-128 Transfer of partner’s transferable interest

425-129 Partner’s transferable interest subject to charging

order

Partner’s Dissociation

425-130 Events causing partner’s dissociation

425-131 Partner’s power to dissociate; wrongful dissociation

425-132 Effect of partner’s dissociation

Partner’s Dissociation When Business Not Wound Up

425-133 Purchase of dissociated partner’s interest

425-134 Dissociated partner’s power to bind and liability to

partnership

425-135 Dissociated partner’s liability to other persons

425-136 Statement of dissociation

425-137 Continued use of partnership name

Winding Up Partnership Business

425-138 Events causing dissolution and winding up of

partnership business

425-139 Partnership continues after dissolution

425-140 Right to wind up partnership business

425-141 Partner’s power to bind partnership after dissolution

425-142 Statement of dissolution

425-143 Partner’s liability to other partners after dissolution

425-144 Settlement of accounts and contributions among partners

Miscellaneous Provisions--Repea.ed

425-145 Repealed

Limited Liability Partnerships

425-151 Name

425-152 Limited liability partnerships; formation

425-153 Statement of qualification

425-154 Amendment of statement of qualification

425-155 Status as limited liability partnership; cancellation

425-156 Foreign limited liability partnerships

425-157 Law governing foreign limited liability partnership

425-158 Statement of foreign qualification

425-159 Amendment of statement of foreign qualification

425-160 Status as qualified foreign limited liability

partnership; cancellation

425-161 Foreign limited liability partnerships; effect

of failure to qualify

425-162 Foreign limited liability partnerships;

activities not constituting the transaction

of business

425-163 Annual reports

425-164 Revocation of statement of qualification

425-165 Execution of statements

425-166 Filing requirements; filing duty of the director

425-167 Correction of filed documents

425-168 Fee for recording

425-169 Revocation if instrument dishonored

425-170 Record of statements

425-171 Action by director

425-172 Personal liability and penalty

425-173 Transition rules for limited liability

partnerships and foreign limited liability

partnerships under prior law.

Part V. Limited Liability Partnership Act--Repealed

425-151 to 180 Repealed

Part VI. Miscellaneous Provisions

425-191 Merger of domestic general and limited

liability partnerships

425-192 Conversion into and from partnerships or limited

liability partnerships

425-193 Articles of conversion

425-194 Effective date of the conversion

425-195 Effect of conversion

425-196 Administrative order of abatement for infringement of

partnership name

425-197 Uniformity of application and construction

425-198 Short title