Uniform law commission 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. Limited partner control and liability under the revised. Commissioner uniform state laws nccusl in 1994 and amended in 1996 to add the. Other claims against dissolved limited partnership.
It is the successor of the revision of uniform limited partnership act. C corporation s corporation general partnership limited partnership registered limited liability partnership limited liability company corporation the business corporation law of 1988 15 pa. 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. Revised uniform limited partnership act and appears in rupa, ullca, ulpa 2001, and almost every llc statute in the united states. A general partners liability under the uniform limited. In contrast, the 1976 revised uniform limited partnership act rulpa 1976 warranted major revisions after just nine years rulpa 1985, and only sixteen years later nccusl recommended to the states. An act of a general partner, including the signing of a record in the partnerships name, for apparently carrying on in the ordinary course of the limited partnerships activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. The definitive reference on general and limited partnership law covering formation and dissolution of partnerships, partnership property, enforcement of rights and obligations, dissolution and winding up, liability, litigating among partners, continuation of dissolved partnership. North dakota century code north dakota legislative branch. Each is linked to and premised on the law of general partnerships, and the link actually predates any uniform limited partnership act. A third party dealing with either type of partnership can know by the formal name of the entity and by a persons status as general or limited. Sam and dave are going to open a sporting goods store.
As a result, the new act is far longer and more complex than its immediate predecessor, the revised uniform limited partnership act rulpa. The original uniform limited partnership act hereinafter cited as ulpa 1916. Larson introduction this article is a brief overview of what the reporters believe to be the four basic contributions of the revised uniform partnership act rupa or act. The upa governs the relations among partners in situations they have not addressed in a partnership agreement. Under the revised uniform limited partnership act, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that she thereby became a limited partner, rather than a general partner, can avoid being held liable as a general partner if, on ascertaining the mistake, she.
The massachusetts limited liability company act llc act and registered limited liability partnership act llp act link massachusetts to a national movement proliferating new unincorporated. On november 21, 2016, the pennsylvania house of representatives signed into law legislation that became known as act 170 the act which adopted the newly revised uniform partnership act, uniform limited partnership act, and uniform limited liability act. Registration certificate required for registered limited liability partnership engaged in practice of law. Sam files a certificate of limited partnership with the state. First, rupa changes the law of partnership breakups and gives. The uniform partnership act upa governs partnerships and has been adopted in every state other than louisiana. 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. Agency, partnership, and limited liability corporations. Uniform partnership act and uniform limited partnership act discussed. Transferable interests and rights of transferees and creditors. Limited pshp lawuniform limited partnership act or revised.
Uniform limited partnership act ulpa is one of the uniform acts prepared and sponsored by the national conference of commissioners on uniform state laws. Succeeded by the uniform partnership act 1997 the committee that acted for the national conference of commissioners on uniform state laws in preparing the uniform partnership act 1994 was as follows. Upa1004 illinois uniform partnership act application for. Partnership act ulpa 1976 carried over the basic test from former. Revised uniform limited partnership act how is revised. Uniform partnership act law and legal definition uslegal. The concept makes good sense for general and limited partnerships. Succeeded by the uniform partnership act 1997 the committee that acted for the national conference of commissioners on uniform state. A users guide to the new uniform limited partnership act. Thus, to attorneys with the responsibility of organizing a limited partnership, and to the limited partners themselves, it is a matter of prime importance that a control. The uniform limited partnership act stoll keenon ogden pllc.
Ulpa 2001, but rather critically test and reflect upon their notions, language and assump. This act provides a flexible and stable basis for the organization of limited partnerships, helping states stimulate new partnership business ventures. Uniform limited partnership act law and legal definition. Colins situation will be governed by the revised uniform partnership act rupa, which california adopted almost verbatim in 1997 corp. Subtitle ii other laws relating to commerce and trade chapter 15. If and when a version of this statute is adopted in arkansas, we can refer to that as the. The 1976 act was intended to modernize the prior uniform law while retaining the special character of limited partnerships as compared with corporations. Revised uniform limited partnership act how is revised uniform limited partnership act abbreviated. Office of the revisor of statutes 7 state house station state house room 108 augusta, maine 043330007. Becomes uniform partnership act 1996 1997 amendment to uniform partnership act 1996, section 801. Limited pshp lawuniform limited partnership act or revised use statutes when there isnt an agreement creature of statute. Imposing liability for control under section 7 of the uniform. Thus, the need for a selfcontained limited partnership act was born. The draftsman of a limited partnership agreement has a degree of.
Revised uniform limited partnership act semantic scholar. The comment to ulpa 1916 section 1 suggests a reliance test as well. Alan feld, comment, the control test for limited partnerships, 82 harv. Revised limited partnership act partnership 2006 new. Justia us law us codes and statutes michigan compiled laws 2011 michigan compiled laws chapter 449 partnerships act 2 of 1982 michigan revised uniform limited partnership act 449. Uniform limited partnership act amendment to the certificate of limited partnership. 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.
The uniform limited liability company act 53 to accommodate this new flexibility. 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. The original uniform partnership act upa lasted eight decades, and the original uniform limited partnership act ulpa 1916 lasted six. Comparison will also be made to the delaware revised uniform limited partnership act of 1973 delaware act, as amended in 1985. Uniform partnership act permits a charging creditor to enforce its charging order through strict foreclosure. The primary focus of the upa is the small, often informal, partnership. Revised uniform limited partnership act rulpa 1976 warranted major. Limited liability company act, revised uniform law. 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. The second part of the solvency test pertains to preferential rights to distributions, is thus a. To be able to stand alone, the limited partnership incorporates many provisions from rupa and some from the uniform limited liability company act ullca.
Known claims against dissolved limited partnership. This 1916 model act contains a uniform set of provisions for the formation, operation, and dissolution of limited partnerships. 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. Haynsworth, iv, william mitchell college of law, 875 summit avenue, st. Time for another new business statute the case for the. Delaware revised uniform partnership act subchapter v. A domestic limited partnership may become a registered limited liability limited partnership by complying with the applicable provisions of the virginia revised uniform limited partnership act. State laws in preparing the uniform partnership act 1994 was as follows.
In 1996, the limited liability partnership amendments to the uniform partnership act were promulgated and combined into the uniform partnership act. The original source of limited partnership law is the uniform limited partnership act ulpa, which was drafted in 1916. Under the constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the senate, and international treaties become effective only when the senate. Chapter 610 uniform limited partnership act uniform partnership act and uniform limited partnership act discussed. Noncompliance with filing requirement does not affect rights of parties under the underlying agreement as between themselves. Limited liability partnership amendments to uniform partnership act 1997 the committee that acted for the national conference of commissioners on uniform state laws in preparing the uniform partnership act 1996 was as follows. Comments on recent developments in limited partnership law. Revised uniform limited partnership act listed as rulpa. Certificate of limited partnership and other filings. Uniform partnership act 1914 this act has been printed through the permission of the national conference of commissioners on uniform state laws, and copies of the act may be ordered from them at 211 east ontario street, suite 0, chicago, illinois 60611. Mitchell college of law and of course the reporter for the uniform limited. Since we already have a rulpa, i will use ulpa 2001 to refer to the most recent limited partnership statute promulgated by nccusl.