ARTICLE 1

GENERAL PROVISIONS

§425D-101 Definitions. As used in this chapter, unless the context otherwise requires:

"Certificate of limited partnership" means the certificate referred to in section 425D-201, and the certificate as amended or restated.

"Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the capacity as a partner.

"Director" means the director of commerce and consumer affairs.

"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 425D-402.

"Foreign limited partnership" means a partnership formed under laws other than the laws of this State and having as partners one or more general partners and one or more limited partners.

"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.

"Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

"Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners.

"Other entity" includes a domestic or foreign corporation, whether organized for profit or not, a domestic or foreign partnership, limited liability partnership, limited liability company, or a professional corporation.

"Partner" means a limited or general partner.

"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.

"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.

"Person" means a natural person, partnership, limited partnership (domestic or foreign), business trust, trust, estate, association, or corporation, or any other legal or commercial entity.

"State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico, or any foreign state or country. [L 1989, c 288, pt of §1; am L 1999, c 280, §11]