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This entry was published on 2021-04-23
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Revised Limited Partnership Act
Partnership (PTR) CHAPTER 39

Section 121-101. Definitions.

121-102. Partnership name.

121-103. Reservation of partnership name.

121-104. Statutory designation of secretary of state as agent

for service of process.

121-104-A. Resignation for receipt of process.

121-105. Registered agent.

121-106. Records.

121-107. Nature of business.

121-108. Business transactions of partner with the


121-109. Service of process on limited partnerships.

121-109-a. Electronic service of process.

121-110. The partnership agreement.

121-201. Certificate of limited partnership.

121-202. Amendment of the certificate of limited partnership.

121-202-A. Certificate of change.

121-203. Cancellation of certificate.

121-204. Execution of certificates.

121-205. Execution, amendment or cancellation by judicial act.

121-206. Filing with the department of state.

121-207. Liability for false statement in certificate.

121-208. Restated certificate of limited partnership.

121-301. Admission of limited partners.

121-302. Classes and voting by limited partners.

121-303. Liability to third parties.

121-304. Person erroneously believing himself a limited


121-401. Admission of additional general partners.

121-402. Events of withdrawal of a general partner.

121-403. General powers and liabilities.

121-404. Contributions by a general partner.

121-405. Classes and voting by general partners.

121-501. Form of contribution.

121-502. Liability for contributions.

121-503. Sharing of profits and losses.

121-504. Sharing of distributions.

121-601. Interim distributions.

121-602. Withdrawal of a general partner.

121-603. Withdrawal of a limited partner.

121-604. Right to distribution upon withdrawal.

121-605. Distribution in kind.

121-606. Right to distribution.

121-607. Limitations on distribution.

121-701. Nature of partnership interest.

121-702. Assignment of partnership interest.

121-703. Rights of creditor.

121-704. Right of assignee to become limited partner.

121-705. Liability upon assignment.

121-706. Power of estate of deceased or incompetent partner.

121-801. Nonjudicial dissolution.

121-802. Judicial dissolution.

121-803. Winding up.

121-804. Distribution of assets.

121-901. Law governing.

121-902. Application for authority, contents.

121-903. Certificate of amendment.

121-903-A. Certificate of change.

121-904. Application for authority; effect.

121-905. Surrender of certificate of authority.

121-906. Termination of existence.

121-907. Doing business without certificate of authority.

121-908. Violations.

121-1001. Parties to actions.

121-1002. Limited partners' derivative action.

121-1003. Security for expenses.

121-1004. Indemnification of general partner.

121-1101. Merger and consolidation of limited partnerships.

121-1102. Procedure for merger or consolidation.

121-1103. Certificate of merger or consolidation; contents.

121-1104. Effect of merger or consolidation.

121-1105. Payment for interest of dissenting limited partners.

121-1106. Mergers and consolidations involving other business


121-1201. Existing limited partnership.

121-1202. Adoption by previously formed limited partnerships.

121-1300. Fees.