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PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS : Chapter 2A

• 1 : Short title.
• 2 : Rules of construction
• 3 : When Uniform Partnership Law applicable
• 4 : Existing limited partnerships brought under this chapter
• 5 : Definitions relative to limited partnerships.
• 6 : Name of limited partnership.
• 6.1 : Use of name other than actual limited partnership name
• 7 : Reservation of name
• 8 : Registered office and registered agent
• 8.1 : Change of registered office or agent
• 8.2 : Resignation of registered agent
• 9 : Records to be kept and maintained at the principal office
• 10 : What business authorized
• 11 : Business transactions of partner with partnership
• 12 : Nature of partnership interest
• 13 : County clerk to transmit documents to Secretary of State
• 14 : Certificate of limited partnership
• 14.1 : Certificates of limited partnerships formed prior to April 1, 1985
• 15 : Time when partnership formed
• 16 : Amendment to certificate
• 16.1 : Certificate of correction
• 17 : When amendment to certificate required
• 18 : Cancellation of certificate
• 19 : Execution of certificate
• 20 : Amendment or cancellation by judicial act
• 21 : Filing in office of Secretary of State; effect of filing
• 22 : Liability for false statement in certificate
• 23 : Notice
• 24 : Delivery of certificates to limited partners
• 25 : Admission of additional limited partners
• 26 : Voting
• 27 : Liability to third parties
• 28 : Person erroneously believing himself a limited partner
• 29 : Right to information
• 29.1 : Notice of limited partners' meetings
• 29.2 : Waiver of notice of lapse of time
• 29.3 : Action by limited partners
• 29.4 : Fixing record date
• 29.5 : Limited partnership interests held jointly or as tenants in common
• 30 : Admission of additional general partners
• 31 : Events of withdrawal of a general partner
• 32 : General powers and liabilities
• 33 : Contributions by general partner; profits and losses; distributions
• 33.1 : One person as both general and limited partner
• 34 : Voting
• 35 : Form of contribution by partners
• 36 : Liability of partner for contribution
• 37 : Sharing of profits and losses
• 38 : Sharing of distributions
• 39 : Interim distributions
• 40 : Withdrawal of general partner
• 41 : Withdrawal of limited partner
• 42 : Distribution upon withdrawal
• 43 : Distribution in cash or kind
• 44 : Right to distribution
• 45 : Limitations on distribution
• 46 : Liability upon return of contribution
• 47 : Assignment of partnership interest; rights of assignee
• 48 : Rights of judgment creditor of a partner
• 49 : Right of assignee to become limited partner; rights, restrictions and liabilities
• 50 : Power of personal representative of deceased or incompetent person; representative or successor of corporation, trust or other entity
• 51 : Dissolution
• 52 : Judicial dissolution
• 53 : Right to wind up partnership affairs
• 54 : Distribution of assets
• 55 : Law governing
• 57 : Application for certificate of authority to transact business
• 58 : Changes in and amendments to application for certificate
• 59 : Cancellation of certificate of authority to do business in the State
• 60 : Transacting business without certificate of authority
• 61 : Injunction against foreign limited partnership.
• 62 : Right of action
• 63 : Proper plaintiff
• 64 : Pleading
• 65 : Security for expenses
• 66 : Expenses
• 67 : Indemnification of general partner
• 68 : Filing fee of the State Treasurer
• 69 : Annual report to the State Treasurer by domestic limited partnerships
• 70 : Annual report to State Treasurer by foreign limited partnership
• 71 : Rules and regulations
• 72 : Exemption from filing business name certificates
• 73 : "Other business entity" defined; domestic limited partnership, merger, consolidation

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