ARTICLE 1. GENERAL PROVISIONS

Section

425D-101 Definitions

425D-102 Name

425D-102.5 Administrative order of abatement for infringement of

limited partnership name

425D-103 Reservation of name

425D-104 Specified office

425D-105 Records to be kept

425D-106 Nature of business

425D-107 Business transactions of partner with partnership

ARTICLE 2. FORMATION: CERTIFICATE OF LIMITED PARTNERSHIP

425D-201 Certificate of limited partnership

425D-202 Amendment to certificate

425D-203 Cancellation of certificate

425D-203.5 Annual statement

425D-203.6 Cancellation of registration

425D-204 Execution of certificates

425D-205 Execution by judicial act

425D-206 Filing in office of the director

425D-206.5 Filing requirements; filing duty of the director

425D-206.6 Correcting a filed document

425D-207 Liability for false statement in certificate

425D-208 Notice

425D-209 Delivery of certificates to limited partners

ARTICLE 3. LIMITED PARTNERS

425D-301 Admission of limited partners

425D-302 Voting

425D-303 Liability to third parties

425D-304 Person erroneously believing to be limited partner

425D-305 Information

ARTICLE 4. GENERAL PARTNERS

425D-401 Admission of additional general partners

425D-402 Events of withdrawal

425D-403 General powers and liabilities

425D-404 Contributions by general partner

425D-405 Voting

ARTICLE 5. FINANCE

425D-501 Form of contribution

425D-502 Liability for contribution

425D-503 Sharing of profits and losses

425D-504 Sharing of distributions

ARTICLE 6. DISTRIBUTIONS AND WITHDRAWAL

425D-601 Interim distributions

425D-602 Withdrawal of general partner

425D-603 Withdrawal of limited partner

425D-604 Distribution upon withdrawal

425D-605 Distribution in kind

425D-606 Right to distribution

425D-607 Limitations on distribution

425D-608 Liability upon return of contribution

ARTICLE 7. ASSIGNMENT OF PARTNERSHIP INTERESTS

425D-701 Nature of partnership interest

425D-702 Assignment of partnership interest

425D-703 Rights of creditor

425D-704 Right of assignee to become limited partner

425D-705 Power of estate of deceased or incompetent partner

ARTICLE 8. DISSOLUTION

425D-801 Nonjudicial dissolution

425D-802 Judicial dissolution

425D-803 Winding up

425D-804 Distribution of assets

ARTICLE 9. FOREIGN LIMITED PARTNERSHIPS

425D-901 Law governing

425D-902 Registration

425D-903 Issuance of registration

425D-904 Name

425D-905 Changes and amendments

425D-906 Certificate of withdrawal

425D-906.5 Annual statement

425D-906.6 Cancellation of registration

425D-907 Transaction of business without registration

425D-908 Action by director

ARTICLE 10. DERIVATIVE ACTIONS

425D-1001 Right of action

425D-1002 Proper plaintiff

425D-1003 Pleading

425D-1004 Expenses

ARTICLE 11. MISCELLANEOUS

425D-1101 Reserved

425D-1102 Short title

425D-1103 Severability

425D-1104 Effective date

425D-1105 Saving clause

425D-1106 Rules for cases not provided for in this chapter

425D-1107 Fees for filing documents and issuing certificates

425D-1108 Personal liability and penalty

425D-1109 Merger of domestic limited partnerships

425D-1110 Conversion into or from limited partnerships

425D-1111 Articles of conversion

425D-1112 Effective date of the conversion

425D-1113 Effect of conversion