| Article 1 |
Names of Trading Firms |
|
29-101
|
Effect of name of trading firm upon liability of firm property for personal debts |
|
29-102
|
Certificate of name required for certain firms |
|
29-103
|
Partnerships not required to record certificate |
|
29-104
|
Service of summons in actions against partners; judgment |
| Article 1 |
General Provisions |
|
29-301
|
Definitions |
|
29-302
|
Name |
|
29-303
|
Reservation of name |
|
29-304
|
Specified office and agent |
|
29-305
|
Records to be kept |
|
29-306
|
Nature of business |
|
29-307
|
Business transactions of partner with partnership |
| Article 2 |
Formation: Certificate of Limited Partnership |
|
29-308
|
Certificate of limited partnership |
|
29-309
|
Amendment to certificate; restatement |
|
29-310
|
Cancellation of certificate |
|
29-311
|
Execution of certificates |
|
29-312
|
Execution by judicial act |
|
29-313
|
Filing in office of secretary of state; acceptance |
|
29-314
|
Liability for false statement in certificate |
|
29-315
|
Scope of notice |
|
29-316
|
Delivery of certificates to limited partners |
| Article 3 |
Limited Partners |
|
29-317
|
Admission of limited partners |
|
29-318
|
Voting |
|
29-319
|
Liability to third parties |
|
29-320
|
Person erroneously believing himself limited partner |
|
29-321
|
Information |
| Article 4 |
General Partners |
|
29-322
|
Admission of additional general partners |
|
29-323
|
Events of withdrawal |
|
29-324
|
General powers and liabilities |
|
29-325
|
Contributions by general partner |
|
29-326
|
Voting |
| Article 5 |
Finance |
|
29-327
|
Form of contribution |
|
29-328
|
Liability for contribution |
|
29-329
|
Sharing of profits and losses |
|
29-330
|
Sharing of distributions |
| Article 6 |
Distributions and Withdrawal |
|
29-331
|
Interim distributions |
|
29-332
|
Withdrawal of general partner |
|
29-333
|
Withdrawal of limited partner |
|
29-334
|
Distribution on withdrawal |
|
29-335
|
Distribution in kind |
|
29-336
|
Right to distribution |
|
29-337
|
Limitations on distribution; treatment as income |
|
29-338
|
Liability on return of contribution |
| Article 7 |
Assignment of Partnership Interests |
|
29-339
|
Nature of partnership interest |
|
29-340
|
Assignment of partnership interest |
|
29-341
|
Rights of judgment creditor |
|
29-342
|
Right of assignee to become limited partner |
|
29-343
|
Power of estate of deceased or incompetent partner |
| Article 8 |
Dissolution |
|
29-344
|
Nonjudicial dissolution |
|
29-345
|
Judicial dissolution |
|
29-346
|
Winding up |
|
29-347
|
Distribution of assets |
| Article 9 |
Foreign Limited Partnerships |
|
29-348
|
Law governing |
|
29-349
|
Registration |
|
29-350
|
Issuance of registration |
|
29-351
|
Name |
|
29-352
|
Changes and amendments |
|
29-353
|
Cancellation of registration |
|
29-354
|
Transaction of business without registration |
|
29-355
|
Action by attorney general |
| Article 10 |
Derivative Actions |
|
29-356
|
Right of action |
|
29-357
|
Proper plaintiff |
|
29-358
|
Pleading |
|
29-359
|
Expenses |
| Article 11 |
Miscellaneous |
|
29-360
|
Construction and application |
|
29-361
|
Short title |
|
29-362
|
Severability |
|
29-363
|
Rules for cases not provided for in this chapter |
|
29-364
|
Application to existing limited partnership; definition |
|
29-365
|
Effect of enactment on accrued rights |
|
29-366
|
Fees |
| Article 12 |
Limited Partnership as Limited Liability Partnership |
|
29-367
|
Limited partnership as limited liability partnership |
| Article 13 |
Conversions and Mergers |
|
29-368
|
Definitions |
|
29-369
|
Conversion of general partnership to limited partnership |
|
29-370
|
Conversion of limited partnership to general partnership |
|
29-371
|
Effect of conversion; entity unchanged |
|
29-372
|
Merger of partnerships |
|
29-373
|
Effect of merger |
|
29-374
|
Statement of merger |
|
29-375
|
Nonexclusive |
|
29-376
|
Delivery by means of facsimile transmission |
| Article 1 |
General Provisions |
|
29-601
|
Definitions |
|
29-602
|
Limited liability company name |
|
29-603
|
Reservation of name |
|
29-604
|
Known place of business and statutory agent to be maintained |
|
29-605
|
Change of known place of business, statutory agent or statutory agent's street address |
|
29-605.01
|
Change of address of a member or manager |
|
29-606
|
Service of process on limited liability company |
|
29-607
|
Records to be kept; inspection rights of members |
|
29-608
|
Business transactions of member or manager with limited liability company |
|
29-609
|
Purpose; insurance business |
|
29-610
|
General powers of a domestic limited liability company |
|
29-611
|
Powers of commission |
|
29-612
|
Interrogatories by the commission; information disclosed by interrogatories |
|
29-613
|
Interrogatory or signature violations; limited liability company records; classification |
|
29-614
|
Certificate of good standing |
|
29-615
|
Certificate of good standing; license and registration renewal |
| Article 2 |
Formation and Articles of Organization |
|
29-631
|
Formation; parents and subsidiaries |
|
29-632
|
Articles of organization |
|
29-633
|
Amendment of articles of organization; restatement; publication |
|
29-634
|
Filing with the commission |
|
29-635
|
Formation of limited liability company |
|
29-636
|
Notice of existence of limited liability company |
|
29-637
|
Document corrections |
| Article 3 |
Relationship of Limited Liability Company and Members to Third Persons |
|
29-651
|
Liability to third parties |
|
29-652
|
Unauthorized assumption of power |
|
29-653
|
Limited liability company property |
|
29-654
|
Member or manager as agent |
|
29-655
|
Rights of judgment creditors of a member |
|
29-656
|
Parties to actions |
|
29-657
|
Liability for false statement in articles; definition |
| Article 4 |
Member Relationships |
|
29-681
|
Management of limited liability company |
|
29-682
|
Operating agreement |
|
29-683
|
Action by written consent |
| Article 5 |
Contributions and Distributions |
|
29-701
|
Capital contributions |
|
29-702
|
Liability for contributions |
|
29-703
|
Interim distributions |
|
29-704
|
Distribution in kind |
|
29-705
|
Status as a creditor |
|
29-706
|
Limitation on distributions; wrongful distribution; treatment as income |
|
29-707
|
Distributions on withdrawal |
|
29-708
|
Distribution on winding up |
|
29-709
|
Sharing of profits and losses |
| Article 6 |
Members |
|
29-731
|
Admission of members |
|
29-732
|
Interest in limited liability company; transferability of interest; rights of assignees |
|
29-733
|
Events of withdrawal |
|
29-734
|
Withdrawal of member |
| Article 7 |
Merger or Consolidation |
|
29-751
|
Definition of business entity |
|
29-752
|
Procedure for merger or consolidation; exchange |
|
29-753
|
Plan of merger or consolidation |
|
29-754
|
Articles of merger or consolidation |
|
29-755
|
Abandonment of merger or consolidation |
|
29-756
|
Effective date of merger or consolidation |
|
29-757
|
Effects of merger or consolidation |
| Article 8 |
Dissolution |
|
29-781
|
Dissolution |
|
29-781.01
|
Rights of assignee |
|
29-782
|
Effect of dissolution |
|
29-783
|
Articles of termination |
|
29-784
|
Effect of signing articles of termination |
|
29-785
|
Involuntary judicial dissolution |
|
29-786
|
Administrative dissolution |
| Article 9 |
Foreign Limited Liability Companies |
|
29-801
|
Law governing foreign limited liability companies |
|
29-802
|
Certificate of registration; application |
|
29-803
|
Registration of foreign limited liability company; certificate of registration |
|
29-804
|
Fictitious name of foreign limited liability company |
|
29-805
|
Amendment or restatement to foreign limited liability companies |
|
29-806
|
Requirement for statutory agent of foreign limited liability company |
|
29-807
|
Revocation of certificate of registration of foreign limited liability company |
|
29-808
|
Cancellation of registration of foreign limited liability company |
|
29-809
|
Transaction of business without registration |
|
29-810
|
Action by attorney general |
|
29-811
|
Service of process on a foreign limited liability company |
|
29-812
|
Effect of executing application or certificate |
| Article 10 |
Derivative Actions |
|
29-831
|
Right of member to bring derivative action |
|
29-832
|
Pleading |
|
29-833
|
Expenses |
| Article 11 |
Professional Limited Liability Companies |
|
29-841
|
Definitions |
|
29-841.01
|
Professional limited liability company formation |
|
29-842
|
Exclusions from article |
|
29-843
|
Application of general limited liability company law |
|
29-844
|
Special restrictions |
|
29-845
|
Name |
|
29-846
|
Professional relationship and responsibility |
|
29-847
|
Disciplinary powers of regulating boards; transfer of shares |
| Article 12 |
Miscellaneous |
|
29-851
|
Filing, service and copying fees; expedited filing and services; same day and next day services; posted wait times; advance monies; definition |
|
29-852
|
Execution by judicial act |
|
29-853
|
Applicability of provisions to foreign and interstate commerce |
|
29-854
|
Rules of construction |
|
29-855
|
Delivery by means of fax or electronic transmission |
|
29-856
|
Rules of law and equity |
|
29-857
|
Taxation |
| Article 1 |
General Provisions |
|
29-1001
|
Definitions |
|
29-1002
|
Knowledge and notice |
|
29-1003
|
Effect of partnership agreement; nonwaivable provisions |
|
29-1004
|
Supplemental principles of law |
|
29-1005
|
Execution, filing and recording of statements |
|
29-1006
|
Law governing internal relations |
|
29-1007
|
Partnership subject to amendment or repeal |
| Article 2 |
Nature of Partnership |
|
29-1011
|
Partnership as entity |
|
29-1012
|
Formation of partnership |
|
29-1013
|
Partnership property |
|
29-1014
|
When property is partnership property |
| Article 3 |
Relations of Partners to Persons Dealing with Partnership |
|
29-1021
|
Partner agent of partnership |
|
29-1022
|
Transfer of partnership property |
|
29-1023
|
Statement of partnership authority |
|
29-1024
|
Statement of denial |
|
29-1025
|
Partnership liable for partner's actionable conduct |
|
29-1026
|
Partner's liability |
|
29-1027
|
Actions by and against partnership and partners |
|
29-1028
|
Liability of purported partner |
| Article 4 |
Relations of Partners to Each Other and to Partnership |
|
29-1031
|
Partner's rights and duties |
|
29-1032
|
Distributions in kind |
|
29-1033
|
Partner's rights and duties with respect to information |
|
29-1034
|
General standards of partner's conduct |
|
29-1035
|
Actions by partnership and partners |
|
29-1036
|
Continuation of partnership beyond definite term or particular undertaking |
| Article 5 |
Transferees and Creditors of Partner |
|
29-1041
|
Partner not co‑owner of partnership property |
|
29-1042
|
Partner's transferable interest in partnership |
|
29-1043
|
Transfer of partner's transferable interest |
|
29-1044
|
Partner's transferable interest subject to charging order |
| Article 6 |
Partner's Dissociation |
|
29-1051
|
Events causing partner's dissociation |
|
29-1052
|
Partner's power to dissociate; wrongful dissociation |
|
29-1053
|
Effect of partner's dissociation |
| Article 7 |
Partner's Dissociation When Business Not Wound Up |
|
29-1061
|
Purchase of dissociated partner's interest |
|
29-1062
|
Dissociated partner's power to bind and liability to partnership |
|
29-1063
|
Dissociated partner's liability to other persons |
|
29-1064
|
Statement of dissociation |
|
29-1065
|
Continued use of partnership name |
| Article 8 |
Winding Up Partnership Business |
|
29-1071
|
Events causing dissolution and winding up of partnership business |
|
29-1072
|
Partnership continues after dissolution |
|
29-1073
|
Right to wind up partnership business |
|
29-1074
|
Partner's power to bind partnership after dissolution |
|
29-1075
|
Statement of dissolution |
|
29-1076
|
Partner's liability to other partners after dissolution |
|
29-1077
|
Settlement of accounts and contributions among partners |
| Article 9 |
Conversions and Mergers |
|
29-1082
|
Conversion of partnership to limited partnership |
|
29-1083
|
Conversion of limited partnership to partnership |
|
29-1084
|
Effect of conversion; entity unchanged |
|
29-1085
|
Merger of partnerships |
|
29-1086
|
Effect of merger |
|
29-1087
|
Statement of merger |
|
29-1088
|
Nonexclusive |
| Article 10 |
Limited Liability Partnerships |
|
29-1101
|
Statement of qualification |
|
29-1102
|
Name |
|
29-1103
|
Publication and annual reports |
|
29-1104
|
Designated office and agent for service of process |
|
29-1105
|
Law governing foreign limited liability partnerships |
|
29-1106
|
Statement of foreign qualification |
|
29-1107
|
Effect of failure to qualify |
|
29-1108
|
Activities not constituting transacting business |
|
29-1109
|
Action by attorney general |
| Article 11 |
Miscellaneous Provisions |
|
29-1110
|
Uniformity of application and construction |
|
29-1111
|
Effect of enactment on accrued rights |
