| Sections | ||
ARTICLE 1 GENERAL PROVISIONS | ||
| 25.05.005 | Definitions. | |
| 25.05.010 | Knowledge and notice. | |
| 25.05.015 | Effect of partnership agreement—Nonwaivable provisions. | |
| 25.05.020 | Supplemental principles of law. | |
| 25.05.025 | Delivery and filing of statements. | |
| 25.05.030 | Governing law. | |
| 25.05.035 | Partnership subject to amendment or repeal of chapter. | |
ARTICLE 2 NATURE OF PARTNERSHIP | ||
| 25.05.050 | Partnership as entity. | |
| 25.05.055 | Formation of partnership. | |
| 25.05.060 | Partnership property. | |
| 25.05.065 | When property is partnership property. | |
ARTICLE 3 RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP | ||
| 25.05.100 | Partner agent of partnership. | |
| 25.05.105 | Transfer of partnership property. | |
| 25.05.110 | Statement of partnership authority. | |
| 25.05.115 | Statement of denial. | |
| 25.05.120 | Partnership liable for partner's actionable conduct. | |
| 25.05.125 | Partner's liability. | |
| 25.05.130 | Actions by and against partnership and partners. | |
| 25.05.135 | Liability of purported partner. | |
ARTICLE 4 RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP | ||
| 25.05.150 | Partner's rights and duties. | |
| 25.05.155 | Distributions in kind. | |
| 25.05.160 | Partner's rights and duties with respect to information. | |
| 25.05.165 | General standards of partner's conduct. | |
| 25.05.170 | Actions by partnership and partners. | |
| 25.05.175 | Continuation of partnership beyond definite term or particular undertaking. | |
ARTICLE 5 TRANSFEREES AND CREDITORS OF PARTNER | ||
| 25.05.200 | Partner not co-owner of partnership property. | |
| 25.05.205 | Partner's transferable interest in partnership. | |
| 25.05.210 | Transfer of partner's transferable interest. | |
| 25.05.215 | Partner's transferable interest subject to charging order. | |
ARTICLE 6 PARTNER'S DISSOCIATION | ||
| 25.05.225 | Events causing partner's dissociation. | |
| 25.05.230 | Partner's power to dissociate—Wrongful dissociation. | |
| 25.05.235 | Effect of partner's dissociation. | |
ARTICLE 7 PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP | ||
| 25.05.250 | Purchase of dissociated partner's interest. | |
| 25.05.255 | Dissociated partner's power to bind and liability to partnership. | |
| 25.05.260 | Dissociated partner's liability to other persons. | |
| 25.05.265 | Statement of dissociation. | |
| 25.05.270 | Continued use of partnership name. | |
ARTICLE 8 WINDING UP PARTNERSHIP BUSINESS | ||
| 25.05.300 | Events causing dissolution and winding up of partnership business. | |
| 25.05.305 | Partnership continues after dissolution. | |
| 25.05.310 | Right to wind up partnership business. | |
| 25.05.315 | Partner's power to bind partnership after dissolution. | |
| 25.05.320 | Statement of dissolution. | |
| 25.05.325 | Partner's liability to other partners after dissolution. | |
| 25.05.330 | Settlement of accounts and contributions among partners. | |
ARTICLE 9 CONVERSIONS AND MERGERS | ||
| 25.05.350 | Definitions. | |
| 25.05.355 | Conversion of partnership to limited partnership. | |
| 25.05.360 | Conversion of limited partnership to partnership. | |
| 25.05.365 | Effect of conversion—Entity unchanged. | |
| 25.05.370 | Merger of partnerships. | |
| 25.05.375 | Merger—Plan—Approval. | |
| 25.05.380 | Articles of merger—Filing. | |
| 25.05.385 | Effect of merger. | |
| 25.05.390 | Merger—Foreign and domestic. | |
| 25.05.395 | Nonexclusive. | |
ARTICLE 10 DISSENTERS' RIGHTS | ||
| 25.05.420 | Definitions. | |
| 25.05.425 | Partner—Dissent—Payment of fair value. | |
| 25.05.430 | Dissenters' rights—Notice—Timing. | |
| 25.05.435 | Partner—Dissent—Voting restriction. | |
| 25.05.440 | Partners—Dissenters' notice—Requirements. | |
| 25.05.445 | Partner—Payment demand—Entitlement. | |
| 25.05.450 | Partners' interests—Transfer restriction. | |
| 25.05.455 | Payment of fair value—Requirements for compliance. | |
| 25.05.460 | Merger—Not effective within sixty days—Transfer restrictions. | |
| 25.05.465 | Dissenter's estimate of fair value—Notice. | |
| 25.05.470 | Unsettled demand for payment—Proceeding—Parties—Appraisers. | |
| 25.05.475 | Unsettled demand for payment—Costs—Fees and expenses of counsel. | |
ARTICLE 11 LIMITED LIABILITY PARTNERSHIP | ||
| 25.05.500 | Formation—Registration—Application—Registered agent—Fee. | |
| 25.05.505 | Name. | |
| 25.05.510 | Rendering professional services. | |
| 25.05.530 | Change of registered agent for service of process. | |
| 25.05.533 | Resignation of registered agent for service of process. | |
| 25.05.536 | Service of process. | |
ARTICLE 12 FOREIGN LIMITED LIABILITY PARTNERSHIP | ||
| 25.05.550 | Foreign limited liability partnership—Effect of registration and governing law. | |
| 25.05.555 | Registration requirement. | |
| 25.05.560 | Failure to register—Penalties—Service of process. | |
| 25.05.565 | Activities not constituting transacting business. | |
| 25.05.580 | Registered agent—Designation and maintenance. | |
| 25.05.583 | Change of registered agent for service of process. | |
| 25.05.586 | Resignation of registered agent. | |
| 25.05.589 | Service of process. | |
ARTICLE 13 MISCELLANEOUS PROVISIONS | ||
| 25.05.901 | Dates of applicability. | |
| 25.05.902 | Applicable fees, charges, and penalties. | |
| 25.05.903 | Authority to adopt rules—Secretary of state. | |
| 25.05.904 | Uniformity of application and construction—1998 c 103. | |
| 25.05.905 | Short title—1998 c 103. | |
| 25.05.907 | Savings clause—1998 c 103. | |