Define: Uniform Limited Partnership Act

The Uniform Limited Partnership Act (ULPA) is a model law that governs the formation, operation, and dissolution of limited partnerships in the United States. It provides a framework for the rights, responsibilities, and liabilities of limited partners and general partners.

To form a limited partnership under the ULPA, the general partners must file a certificate of limited partnership with the appropriate state authority. This document typically includes information about the partnership’s name, address, purpose, and the names and addresses of the general and limited partners.

Limited partners have limited liability for the partnership’s debts and obligations. They typically do not participate in the management of the partnership and are not personally liable for its actions. However, they are entitled to share in the profits and losses of the partnership according to their agreed-upon contributions.

General partners have unlimited personal liability for the partnership’s debts and obligations. They are responsible for managing the partnership’s day-to-day operations and making decisions on behalf of the partnership. They also have the authority to bind the partnership to contracts and agreements.

Yes, a limited partner can become a general partner if they participate in the management of the partnership or assume personal liability for its debts. However, this change in status must be agreed upon by all partners and documented in an amended certificate of limited partnership.

Yes, a limited partnership can be dissolved under the ULPA. This can occur through a voluntary dissolution by the partners, expiration of the partnership’s term, or by court order in cases of fraud, misconduct, or other legal grounds.

Upon dissolution, the partnership’s assets are typically liquidated, and the proceeds are used to pay off any outstanding debts and obligations. Any remaining funds are then distributed among the partners according to their agreed-upon shares.

Yes, a limited partner can withdraw from a limited partnership under the ULPA. However, the partnership agreement may specify certain conditions or notice requirements for withdrawal. The withdrawal of a limited partner does not automatically dissolve the partnership.

Generally, limited partners are not personally liable for the partnership’s debts and obligations. However, if a limited partner engages in activities that exceed their agreed-upon role or assumes personal liability for the partnership’s debts, they may be held personally liable.

Yes, a limited partnership can be converted into another business entity, such as a limited liability company (LLC) or a corporation, under the ULPA. This conversion typically requires the approval of all partners and the filing of appropriate documents with the state authority.