Revised uniform limited partnership act rulpa 1976 warranted. Uniform limited partnership act 2001 original general partnership act upa and the revised uniform partnership act rupa. A limited partnership is a partnership formed by two or more persons under the provisions of section 15502, having as members one or more general partners and one or more limited partners. May 08, 2020 partnership creation, liabilities, assets, and fiduciary duties are also governed by the uniform partnership act. Uniform limited partnership act 2001, prefatory note, nccusl archives. The revised act is, therefore, largely a series of default rules that govern the relations among partners in situations they have not addressed in a partnership agreement. No liability as limited partner for limited partnership obligation.
In contrast, the 1976 revised uniform limited partnership act rulpa 1976. A comparison of ulpa 2001 and the mississippi limited partnership act is provided in table 3. Act 184 and through all supreme court and controlled substances. The uniform limited partnership act stoll keenon ogden pllc. Rupa called into question the venerable linkage between the uniform limited partnership act and the uniform general partnership act, thereby cutting the. The original source of limited partnership law is the uniform limited partnership act ulpa, which was drafted in 1916. Capitalize all majors words in the title of the act. Partnership act 1997, the uniform act governing general partnerships. Person erroneously believing self to be limited partner. Nc general statutes chapter 59 article 5 1 article 5. This menu will point out the sections on which an emergency rule valid for a maximum of 150 days, usually until replaced by a permanent rulemaking exists. This act may be cited as the uniform limited partnership act 2001. The term includes the certificate as amended or restated.
For the purposes of this chapter, unless the context otherwise requires. Becomes uniform partnership act 1996 1997 amendment to uniform partnership act 1996, section 801. The new act has been drafted for a world in which limited liability partnerships and. Parks avenue snodgrass tower, 3rd floor nashville, tn 37243. Uniform partnership act permits a charging creditor to enforce its charging order through strict foreclosure. A users guide to the new uniform limited partnership act by. Secretary of state business law reform study groups. Chapter 610 uniform limited partnership act uniform partnership act and uniform limited partnership act discussed. Uniform limited partnership act 2001, begin the reference with the name of the act. No right or power as limited partner to bind limited partnership. Subsequently, a final round of changes was incorporated, and the conference unanimously adopted the uniform partnership act 1994 at its 1994 annual. As used in this article, unless the context otherwise. Articles 2 through 4a, inclusive, of this chapter shall be known and may be cited as the north carolina uniform partnership act. The uniform limited partnership act 2001 act was adopted by the nccusl at their annual meeting in august 2001 to replace the revised uniform limited partnership act rulpa.
Several versions of upa have been promulgated by the nccusl, the. The uniform limited partnership act ulpa, which includes its 1976 revision. Limited partnership act 2001 last amended 20 view only home. Revision to the uniform limited partnership act 2001 and the uniform limited liability company act 1996 and an aba section of real property probate and trust law adviser on the model entity transactions act and the model statutory trust entity act and was a member of the ad hoc. With respect to a domestic limited partnership, the designated. The latest version of the act was drafted in 1997 with amendments in 2011 and 20. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. Thus, the need for a selfcontained limited partnership act was born. This chapter may be cited as the north dakota uniform limited partnership act 2001. The uniform partnership act upa, which includes revisions that are sometimes called the revised uniform partnership act rupa, is a uniform act similar to a model statute, proposed by the national conference of commissioners on uniform state laws nccusl for the governance of business partnerships by u. A general partners liability under the uniform limited. The uniform partnership act 1994 revised act or rupa gives supremacy to the partnership agreement in almost all situations. Uniform limited partnership act law and legal definition. Chapter 35 limited partnerships and special partnerships.
There are many explanations for the increasing pace of change, but with ulpa 2001 the principal explanation is simple. Partnership creation, liabilities, assets, and fiduciary duties are also governed by the uniform partnership act. Uniform limited partnership act 2001 prefatory note the acts overall approach the new limited partnership act is a stand alone act, delinked from both the original general partnership act upa and the revised uniform partnership act rupa. Next, add the official source for the state statutes. A users guide to the new uniform limited partnership act. Revised uniform limited partnership act rulpa 1976 warranted major revisions after just nine years rulpa 1985, 2 and only sixteen years later nccusl recommended to the states that they adopt ulpa 2001 to replace.
This chapter may be cited as the uniform limited partnership act 2001. Uniform limited partnership act 1976 with 1985 amendments the committee that acted for the national conference of commissioners on uniform state laws in preparing the uniform limited partnership act 1976 with 1985 amendments was as follows. Based on, respectively, the uniform partnership act 1997 rupa and the uniform limited partnership act 2001 ulpa, each of these laws is at minimum a modernization of and in certain respects a reconceptualization of these business structures as previously understood. Uniform partnership act 1997, 20 uniform limited partnership act 2001, 20 uniform limited liability company act 2006, 20. Parks avenue snodgrass tower, 3rd floor nashville, tn 37243 6157412286. Noncompliance with filing requirement does not affect rights of parties under the underlying agreement as between themselves. Relations of partners to persons dealing with partnership. Partnership act 20014, a general partner is an agent of the partnership for purposes of its business except in limited circumstances. Right of limited partner and former limited partner to information. The uniform act approved in 200 i, a signitlcant rewrite of limited partnership law as contrasted with a mere.
The uniform law commission ulc, also known as the national conference of commissioners on uniform state laws, established in 1892, provides states with nonpartisan, wellconceived and welldrafted legislation that brings clarity and stability to critical areas of state statutory law. In the case of a registered office or principal executive office, the. Section 111 of the uniform limited partnership act 2001 requires that a designated office be maintained, at which the records of the limited partnership are to be kept. The new llc law in pennsylvania pennsylvania bar institute. Limited partnership act 2001 last amended 20 uniform.
A revised version, the revised uniform limited partnership act rulpa, was adopted by the national conference of commissioners on uniform laws in 1976 and further amended in 1985 and in 2001. It is the thesis of this article that it is in the best interests of. The uniform limited partnership act 1976 is commonly referred to as the ulp a. Bar assn, amendments to the pennsylvania consolidated statutes with committee comments adopting uniform partnership act of 1997 last amended 20, uniform limited partnership act of 2001 last amended 20, uniform limited liability company act of 2006 last amended 20, and revising chapter 82 of title 15 on limited. This article may be cited as the revised uniform limited partnership act. Bromberg and ribstein on partnership act, and the uniform. Secretary of state business law reform study groups limited. This chapter may be cited as the uniform partnership law.
According to the prefatory note to rulpa 1985, most of the 1985 revisions were to implement the principle that the limited partnership agreement, not the certificate of limited partnership, is the primary constitutive, organizational, and governing document of a limited partnership. Uniform limited partnership act ulpa is one of the uniform acts prepared and sponsored by the national conference of commissioners on uniform state laws. Certificate of limited partnership and other filings. Revised uniform partnership act of 2001 tennessee secretary.
The uniform limited partnership act 2001 comes to kentucky. Based on, respectively, the uniform partnership act 19971 rupa 2 and the uniform limited partnership act 2001 3 ulpa,4 each of these laws is at minimum a modernization of and in certain dean and professor of law, university of kentucky college of law lexington, kentucky. The uniform limited partnership act ulpa, which includes its 1976 revision called the revised uniform limited partnership act rulpa, is a uniform act similar to a model statute, proposed by the national conference of commissioners on uniform state laws nccusl for the governance of business partnerships by u. This act provides a flexible and stable basis for the organization of limited partnerships, helping states stimulate new partnership business ventures. The uniform act as adopted by the uniform law commission assumes the adoption of the uniform partnership act of 1997 last amended in 20 and the uniform limited partnership act of 2001 last amended in 20. According to the uniform law commission, 49 states have enacted a uniform partnership act, with 19 states following the 2001 ulpa10 and the. No liability as limited partner for limited partnership obligations. The revised uniform limited partnership act thus exists in two versionssthe original act, adopted by nccusl in 1976, and the revised act, adopted by nccusl in 1985. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. Legal materials citation help for apa, 7th edition.