colaw.cn

UNIFORM LIMITED PARTNERSHIP ACT (1976)
WITH 1985 AMENDMENTS

ARTICLE 1 GENERAL PROVISIONS

SECTION 101. DEFINITIONS. As used in this [Act], unless the context otherwise requires:

(1) "Certificate of limited partnership" means the certificate referred to in Section 201, and the certificate as amended or restated.
(2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.
(3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in Section 402.
(4) "Foreign limited partnership" means a partnership formed under the laws of any State state other than this State and having as partners one or more general partners and one or more limited partners.
(5) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
(6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement and named in the certificate of limited partnership as a limited partner.
(7) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners.
(8) "Partner" means a limited or general partner.
(9) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
(10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
(11) "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.
(12) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

SECTION 102. NAME. 
The name of each limited partnership as set forth in its certificate of limited partnership:
(1) shall contain without abbreviation the words "limited partnership";
(2) may not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name
before the admission of that limited partner;
(3) may not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership;
(4) (3) may not be the same as, or deceptively similar to, the name of any corporation or limited partnership organized under the laws of this State or licensed or registered as a foreign corporation or limited partnership in this State; and
(5) (4) may not contain the following words [here insert prohibited words].

SECTION 103. RESERVATION OF NAME.
(a) The exclusive right to the use of a name may be reserved by:
(1) any person intending to organize a limited partnership under this [Act] and to adopt that name;
(2) any domestic limited partnership or any foreign limited partnership
registered in this State which, in either case, intends to adopt that name;

(3) any foreign limited partnership intending to register in this State and
adopt that name; and

(4) any person intending to organize a foreign limited partnership and
intending to have it register in this State and adopt that name.

(b) The reservation shall be made by filing with the Secretary of State an
application, executed by the applicant, to reserve a specified name. If the Secretary
of State finds that the name is available for use by a domestic or foreign limited
partnership, he [or she] shall reserve the name for the exclusive use of the applicant
for a period of 120 days. Once having so reserved a name, the same applicant may
not again reserve the same name until more than 60 days after the expiration of the
last 120-day period for which that applicant reserved that name. The right to the
exclusive use of a reserved name may be transferred to any other person by filing in
the office of the Secretary of State a notice of the transfer, executed by the applicant
for whom the name was reserved and specifying the name and address of the
transferee.

SECTION 104. SPECIFIED OFFICE AND AGENT. Each limited
partnership shall continuously maintain in this State:

(1) an office, which may but need not be a place of its business in this State,
at which shall be kept the records required by Section 105 to be maintained; and

(2) an agent for service of process on the limited partnership, which agent
must be an individual resident of this State, a domestic corporation, or a foreign
corporation authorized to do business in this State.

SECTION 105. RECORDS TO BE KEPT.

(a) Each limited partnership shall keep at the office referred to in Section
104(1) the following:

(1) a current list of the full name and last known business address of
each partner set forth, separately identifying the general partners (in alphabetical
order) and the limited partners (in alphabetical order,); 

(2) a copy of the certificate of limited partnership and all certificates of
amendment thereto, together with executed copies of any powers of attorney
pursuant to which any certificate has been executed,;

(3) copies of the limited partnership's federal, state and local income tax
returns and reports, if any, for the three most recent years, and;

(4) copies of any then effective written partnership agreements and of
any financial statements of the limited partnership for the three most recent years;
and

(5) unless contained in a written partnership agreement, a writing setting
out:

(i) the amount of cash and a description and statement of the agreed
value of the other property or services contributed by each partner and which each
partner has agreed to contribute;

(ii) the times at which or events on the happening of which any
additional contributions agreed to be made by each partner are to be made;

(iii) any right of a partner to receive, or of a general partner to make,
distributions to a partner which include a return of all or any part of the partner's
contribution; and

(iv) any events upon the happening of which the limited partnership
is to be dissolved and its affairs wound up.

(b) Those records Records kept under this section are subject to inspection
and copying at the reasonable request and at the expense of any partner during
ordinary business hours.


SECTION 106. NATURE OF BUSINESS. A limited partnership may carry
on any business that a partnership without limited partners may carry on except
[here designate prohibited activities].


SECTION 107. BUSINESS TRANSACTIONS OF PARTNER WITH
PARTNERSHIP. Except as provided in the partnership agreement, a partner may
lend money to and transact other business with the limited partnership and, subject
to other applicable law, has the same rights and obligations with respect thereto as a
person who is not a partner.



ARTICLE 2
FORMATION: CERTIFICATE OF LIMITED PARTNERSHIP


SECTION 201. CERTIFICATE OF LIMITED PARTNERSHIP.

(a) In order to form a limited partnership, two or more persons must
execute a certificate of limited partnership. The certificate shall be must be
executed and filed in the office of the Secretary of State. and The certificate shall
set forth:

(1) the name of the limited partnership;

(2) the general character of its business;

(3) (2) the address of the office and the name and address of the agent
for service of process required to be maintained by Section 104;

(4) (3) the name and the business address of each general partner
(specifying separately the general partners and limited partners);

(5) the amount of cash and a description and statement of the agreed
value of the other property or services contributed by each partner and which each
partner has agreed to contribute in the future;

(6) the times at which or events on the happening of which any
additional contributions agreed to be made by each partner are to be made;

(7) any power of a limited partner to grant the right to become a limited
partner to an assignee of any part of his partnership interest, and the terms and
conditions of the power;

(8) if agreed upon, the time at which or the events on the happening of
which a partner may terminate his membership in the limited partnership and the
amount of, or the method of determining, the distribution to which he may be
entitled respecting his partnership interest, and the terms and conditions of the
termination and distribution;

(9) any right of a partner to receive distributions of property, including
cash from the limited partnership;

(10) any right of a partner to receive, or of a general partner to make,
distributions to a partner which include a return of all or any part of the partner's
contribution;

(11) any time at which or events upon the happening of which the
limited partnership is to be dissolved and its affairs wound up;

(12) any right of the remaining general partners to continue the business
on the happening of an event of withdrawal of a general partner; and

(4) the latest date upon which the limited partnership is to dissolve; and

(13) (5) any other matters the general partners determine to include
therein.

(b) A limited partnership is formed at the time of the filing of the certificate
of limited partnership in the office of the Secretary of State or at any later time
specified in the certificate of limited partnership if, in either case, there has been
substantial compliance with the requirements of this section.



SECTION 202. AMENDMENT TO CERTIFICATE.

(a) A certificate of limited partnership is amended by filing a certificate of
amendment thereto in the office of the Secretary of State. The certificate shall set
forth:

(1) the name of the limited partnership;

(2) the date of filing the certificate; and

(3) the amendment to the certificate.

(b) Within 30 days after the happening of any of the following events, an
amendment to a certificate of limited partnership reflecting the occurrence of the
event or events shall be filed:

(1) a change in the amount or character of the contribution of any
partner, or in any partner's obligation to make a contribution;

(2) (1) the admission of a new general partner;

(3) (2) the withdrawal of a general partner; or

(4) (3) the continuation of the business under Section 801 after an event
of withdrawal of a general partner.

(c) A general partner who becomes aware that any statement in a certificate
of limited partnership was false when made or that any arrangements or other facts
described have changed, making the certificate inaccurate in any respect, shall
promptly amend the certificate, but an amendment to show a change of address of a
limited partner need be filed only once every 12 months.

(d) A certificate of limited partnership may be amended at any time for any
other proper purpose the general partners determine.

(e) No person has any liability because an amendment to a certificate of
limited partnership has not been filed to reflect the occurrence of any event referred
to in subsection (b) of this Section section if the amendment is filed within the
30-day period specified in subsection (b).

(f) A restated certificate of limited partnership may be executed and filed in
the same manner as a certificate of amendment.



SECTION 203. CANCELLATION OF CERTIFICATE. A certificate of
limited partnership shall be cancelled upon the dissolution and the commencement
of winding up of the partnership or at any other time there are no limited partners. 
A certificate of cancellation shall be filed in the office of the Secretary of State and
set forth:

(1) the name of the limited partnership;

(2) the date of filing of its certificate of limited partnership;

(3) the reason for filing the certificate of cancellation;

(4) the effective date (which shall be a date certain) of cancellation if it is
not to be effective upon the filing of the certificate; and

(5) any other information the general partners filing the certificate
determine.




SECTION 204. EXECUTION OF CERTIFICATES.

(a) Each certificate required by this Article to be filed in the office of the
Secretary of State shall be executed in the following manner:

(1) an original certificate of limited partnership must be signed by all
general partners named therein;

(2) a certificate of amendment must be signed by at least one general
partner and by each other general partner designated in the certificate as a new
general partner or whose contribution is described as having been increased; and

(3) a certificate of cancellation must be signed by all general partners;.

(b) Any person may sign a certificate by an attorney-in-fact, but a power of
attorney to sign a certificate relating to the admission, or increased contribution, of
a general partner must specifically describe the admission or increase.

(c) The execution of a certificate by a general partner constitutes an
affirmation under the penalties of perjury that the facts stated therein are true.




SECTION 205. AMENDMENT OR CANCELLATION EXECUTION BY
JUDICIAL ACT. If a person required by Section 204 to execute a any certificate
of amendment or cancellation fails or refuses to do so, any other partner, and any
assignee of a partnership interest, person who is adversely affected by the failure or
refusal, may petition the [designate the appropriate court] to direct the amendment
or cancellation execution of the certificate. If the court finds that the amendment or
cancellation is proper it is proper for the certificate to be executed and that any
person so designated has failed or refused to execute the certificate, it shall order
the Secretary of State to record an appropriate certificate of amendment or
cancellation.

SECTION 206. FILING IN OFFICE OF SECRETARY OF STATE.

(a) Two signed copies of the certificate of limited partnership and of any
certificates of amendment or cancellation (or of any judicial decree of amendment
or cancellation) shall be delivered to the Secretary of State. A person who executes
a certificate as an agent or fiduciary need not exhibit evidence of his [or her]
authority as a prerequisite to filing. Unless the Secretary of State finds that any
certificate does not conform to law, upon receipt of all filing fees required by law
he [or she] shall:

(1) endorse on each duplicate original the word "Filed" and the day,
month and year of the filing thereof;

(2) file one duplicate original in his [or her] office; and

(3) return the other duplicate original to the person who filed it or his [or
her] representative.

(b) Upon the filing of a certificate of amendment (or judicial decree of
amendment) in the office of the Secretary of State, the certificate of limited
partnership shall be amended as set forth therein, and upon the effective date of a
certificate of cancellation (or a judicial decree thereof), the certificate of limited
partnership is cancelled.

SECTION 207. LIABILITY FOR FALSE STATEMENT IN
CERTIFICATE. If any certificate of limited partnership or certificate of
amendment or cancellation contains a false statement, one who suffers loss by
reliance on the statement may recover damages for the loss from:

(1) any person who executes the certificate, or causes another to execute it
on his behalf, and knew, and any general partner who knew or should have known,
the statement to be false at the time the certificate was executed; and

(2) any general partner who thereafter knows or should have known that any
arrangement or other fact described in the certificate has changed, making the
statement inaccurate in any respect within a sufficient time before the statement
was relied upon reasonably to have enabled that general partner to cancel or amend
the certificate, or to file a petition for its cancellation or amendment under Section
205.




SECTION 208. SCOPE OF NOTICE. The fact that a certificate of limited
partnership is on file in the office of the Secretary of State is notice that the
partnership is a limited partnership and the persons designated therein as limited
general partners are limited general partners, but it is not notice of any other fact.




SECTION 209. DELIVERY OF CERTIFICATES TO LIMITED
PARTNERS. Upon the return by the Secretary of State pursuant to Section 206 of
a certificate marked "Filed", the general partners shall promptly deliver or mail a
copy of the certificate of limited partnership and each certificate of amendment or
cancellation to each limited partner unless the partnership agreement provides
otherwise.




ARTICLE 3
LIMITED PARTNERS


SECTION 301. ADMISSION OF ADDITIONAL LIMITED PARTNERS.

(a) A person becomes a limited partner:

(1) at the time the limited partnership is formed; or

(2) at any later time specified in the records of the limited partnership
for becoming a limited partner.

(a) (b) After the filing of a limited partnership's original certificate of
limited partnership, a person may be admitted as an additional limited partner:

(1) in the case of a person acquiring a partnership interest directly from
the limited partnership, upon compliance with the partnership agreement or, if the
partnership agreement does not so provide, upon the written consent of all partners;
and

(2) in the case of an assignee of a partnership interest of a partner who
has the power, as provided in Section 704, to grant the assignee the right to become
a limited partner, upon the exercise of that power and compliance with any
conditions limiting the grant or exercise of the power.

(b) In each case under subsection (a), the person acquiring the partnership
interest becomes a limited partner only upon amendment of the certificate of
limited partnership reflecting that fact.

SECTION 302. VOTING. Subject to Section 303, the partnership agreement
may grant to all or a specified group of the limited partners the right to vote (on a
per capita or other basis) upon any matter.

SECTION 303. LIABILITY TO THIRD PARTIES.

(a) Except as provided in subsection (d), a limited partner is not liable for
the obligations of a limited partnership unless he [or she] is also a general partner
or, in addition to the exercise of his [or her] rights and powers as a limited partner,
he [or she] takes part participates in the control of the business. However, if the
limited partner's participation partner participates in the control of the business is
not substantially the same as the exercise of the powers of a general partner, he [or
she] is liable only to persons who transact business with the limited partnership
with actual knowledge of his participation in control reasonably believing, based
upon the limited partner's conduct, that the limited partner is a general partner.

(b) A limited partner does not participate in the control of the business
within the meaning of subsection (a) solely by doing one or more of the following:

(1) being a contractor for or an agent or employee of the limited
partnership or of a general partner or being an officer, director, or shareholder of a
general partner that is a corporation;

(2) consulting with and advising a general partner with respect to the
business of the limited partnership;

(3) acting as surety for the limited partnership or guaranteeing or
assuming one or more specific obligations of the limited partnership;

(4) approving or disapproving an amendment to the partnership
agreement taking any action required or permitted by law to bring or pursue a
derivative action in the right of the limited partnership; or

(5) voting on one or more of the following matters:

(5) requesting or attending a meeting of partners;

(6) proposing, approving, or disapproving, by voting or otherwise, one
or more of the following matters:

(i) the dissolution and winding up of the limited partnership;

(ii) the sale, exchange, lease, mortgage, pledge, or other transfer of
all or substantially all of the assets of the limited partnership other than in the
ordinary course of its business;

(iii) the incurrence of indebtedness by the limited partnership other
than in the ordinary course of its business;

(iv) a change in the nature of the business; or

(v) the admission or removal of a general partner.;

(vi) the admission or removal of a limited partner;

(vii) a transaction involving an actual or potential conflict of interest
between a general partner and the limited partnership or the limited partners;

(viii) an amendment to the partnership agreement or certificate of
limited partnership; or

(ix) matters related to the business of the limited partnership not
otherwise enumerated in this subsection (b), which the partnership agreement states
in writing may be subject to the approval or disapproval of limited partners;

(7) winding up the limited partnership pursuant to Section 803; or

(8) exercising any right or power permitted to limited partners under this
[Act] and not specifically enumerated in this subsection (b).

(c) The enumeration in subsection (b) does not mean that the possession or
exercise of any other powers by a limited partner constitutes participation by him
[or her] in the business of the limited partnership.

(d) A limited partner who knowingly permits his [or her] name to be used
in the name of the limited partnership, except under circumstances permitted by
Section 102(2), is liable to creditors who extend credit to the limited partnership
without actual knowledge that the limited partner is not a general partner.




SECTION 304. PERSON ERRONEOUSLY BELIEVING HIMSELF [OR
HERSELF] LIMITED PARTNER.

(a) Except as provided in subsection (b), a person who makes a
contribution to a business enterprise and erroneously but in good faith believes that
he [or she] has become a limited partner in the enterprise is not a general partner in
the enterprise and is not bound by its obligations by reason of making the
contribution, receiving distributions from the enterprise, or exercising any rights of
a limited partner, if, on ascertaining the mistake, he [or she]:

(1) causes an appropriate certificate of limited partnership or a
certificate of amendment to be executed and filed; or

(2) withdraws from future equity participation in the enterprise by
executing and filing in the office of the Secretary of State a certificate declaring
withdrawal under this section.

(b) A person who makes a contribution of the kind described in subsection
(a) is liable as a general partner to any third party who transacts business with the
enterprise (i) before the person withdraws and an appropriate certificate is filed to
show withdrawal, or (ii) before an appropriate certificate is filed to show his status
as a limited partner and, in the case of an amendment, after expiration of the 30-day
period for filing an amendment relating to the person as a limited partner under
Section 202 that he [or she] is not a general partner, but in either case only if the
third party actually believed in good faith that the person was a general partner at
the time of the transaction.

SECTION 305. INFORMATION. 
Each limited partner has the right to:
(1) inspect and copy any of the partnership records required to be maintained by Section 105; and
(2) obtain from the general partners from time to time upon reasonable
demand (i) true and full information regarding the state of the business and
financial condition of the limited partnership, (ii) promptly after becoming
available, a copy of the limited partnership's federal, state and local income tax
returns for each year, and (iii) other information regarding the affairs of the limited
partnership as is just and reasonable.





ARTICLE 4
GENERAL PARTNERS


SECTION 401. ADMISSION OF ADDITIONAL GENERAL
PARTNERS. After the filing of a limited partnership's original certificate of
limited partnership, additional general partners may be admitted only as provided in
writing in the partnership agreement or, if the partnership agreement does not
provide in writing for the admission of additional general partners, with the 
specific written consent of each partner all partners.




SECTION 402. EVENTS OF WITHDRAWAL. Except as approved by the
specific written consent of all partners at the time, a person ceases to be a general
partner of a limited partnership upon the happening of any of the following events:

(1) the general partner withdraws from the limited partnership as provided
in Section 602;

(2) the general partner ceases to be a member of the limited partnership as
provided in Section 702;

(3) the general partner is removed as a general partner in accordance with
the partnership agreement;

(4) unless otherwise provided in writing in the certificate of limited
partnership agreement, the general partner: (i) makes an assignment for the benefit
of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a
bankrupt or insolvent; (iv) files a petition or answer seeking for himself [or herself]
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law, or regulation; (v) files an answer
or other pleading admitting or failing to contest the material allegations of a
petition filed against him [or her] in any proceeding of this nature; or (vi) seeks,
consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of
the general partner or of all or any substantial part of his [or her] properties;

(5) unless otherwise provided in writing in the certificate of limited
partnership agreement, [120] days after the commencement of any proceeding
against the general partner seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law, or
regulation, the proceeding has not been dismissed, or if within [90] days after the
appointment without his [or her] consent or acquiescence of a trustee, receiver, or
liquidator of the general partner or of all or any substantial part of his [or her]
properties, the appointment is not vacated or stayed or within [90] days after the
expiration of any such stay, the appointment is not vacated;

(6) in the case of a general partner who is a natural person,

(i) his [or her] death; or

(ii) the entry of an order by a court of competent jurisdiction
adjudicating him [or her] incompetent to manage his [or her] person or his [or her]
estate;

(7) in the case of a general partner who is acting as a general partner by
virtue of being a trustee of a trust, the termination of the trust (but not merely the
substitution of a new trustee);

(8) in the case of a general partner that is a separate partnership, the
dissolution and commencement of winding up of the separate partnership;

(9) in the case of a general partner that is a corporation, the filing of a
certificate of dissolution, or its equivalent, for the corporation or the revocation of
its charter; or

(10) in the case of an estate, the distribution by the fiduciary of the estate's
entire interest in the partnership.



SECTION 403. GENERAL POWERS AND LIABILITIES.

(a) Except as provided in this [Act] or in the partnership agreement, a
general partner of a limited partnership has the rights and powers and is subject to
the restrictions of a partner in a partnership without limited partners.

(b) Except as provided in this [Act], a general partner of a limited
partnership has the liabilities of a partner in a partnership without limited partners
to persons other than the partnership and the other partners. Except as provided in
this [Act] or in the partnership agreement, a general partner of a limited partnership
has the liabilities of a partner in a partnership without limited partners to the
partnership and to the other partners.




SECTION 404. CONTRIBUTIONS BY GENERAL PARTNER. A general
partner of a limited partnership may make contributions to the partnership and
share in the profits and losses of, and in distributions from, the limited partnership
as a general partner. A general partner also may make contributions to and share in
profits, losses, and distributions as a limited partner. A person who is both a
general partner and a limited partner has the rights and powers, and is subject to the
restrictions and liabilities, of a general partner and, except as provided in the
partnership agreement, also has the powers, and is subject to the restrictions, of a
limited partner to the extent of his [or her] participation in the partnership as a
limited partner.




SECTION 405. VOTING. The partnership agreement may grant to all or
certain identified general partners the right to vote (on a per capita or any other
basis), separately or with all or any class of the limited partners, on any matter.





ARTICLE 5
FINANCE


SECTION 501. FORM OF CONTRIBUTION. The contribution of a
partner may be in cash, property, or services rendered, or a promissory note or other
obligation to contribute cash or property or to perform services.



SECTION 502. LIABILITY FOR CONTRIBUTION.

(a) A promise by a limited partner to contribute to the limited partnership is
not enforceable unless set out in a writing signed by the limited partner.

(a) (b) Except as provided in the certificate of limited partnership
agreement, a partner is obligated to the limited partnership to perform any
enforceable promise to contribute cash or property or to perform services, even if
he [or she] is unable to perform because of death, disability, or any other reason. If
a partner does not make the required contribution of property or services, he [or
she] is obligated at the option of the limited partnership to contribute cash equal to
that portion of the value, as stated in the certificate of limited partnership records
required to be kept pursuant to Section 105, of the stated contribution which has not
been made.

(b) (c) Unless otherwise provided in the partnership agreement, the
obligation of a partner to make a contribution or return money or other property
paid or distributed in violation of this [Act] may be compromised only by consent
of all partners. Notwithstanding the compromise, a creditor of a limited partnership
who extends credit, or whose claim arises, otherwise acts in reliance on that
obligation after the filing of the certificate of limited partnership or an amendment
thereto partner signs a writing which, in either case, reflects the obligation, and
before the amendment or cancellation thereof to reflect the compromise, may
enforce the original obligation.




SECTION 503. SHARING OF PROFITS AND LOSSES. The profits and
losses of a limited partnership shall be allocated among the partners, and among
classes of partners, in the manner provided in writing in the partnership agreement. 
If the partnership agreement does not so provide in writing, profits and losses shall
be allocated on the basis of the value, as stated in the certificate of limited
partnership records required to be kept pursuant to Section 105, of the contributions
made by each partner to the extent they have been received by the partnership and
have not been returned.




SECTION 504. SHARING OF DISTRIBUTIONS. Distributions of cash or
other assets of a limited partnership shall be allocated among the partners and
among classes of partners in the manner provided in writing in the partnership
agreement. If the partnership agreement does not so provide in writing,
distributions shall be made on the basis of the value, as stated in the certificate of
limited partnership records required to be kept pursuant to Section 105, of the
contributions made by each partner to the extent they have been received by the
partnership and have not been returned.




ARTICLE 6
DISTRIBUTIONS AND WITHDRAWAL


SECTION 601. INTERIM DISTRIBUTIONS. Except as provided in this
Article, a partner is entitled to receive distributions from a limited partnership
before his [or her] withdrawal from the limited partnership and before the
dissolution and winding up thereof:

(1) to the extent and at the times or upon the happening of the events
specified in the partnership agreement; and

(2) if any distribution constitutes a return of any part of his contribution
under Section 608(c), to the extent and at the times or upon the happening of the
events specified in the certificate of limited partnership.


SECTION 602. WITHDRAWAL OF GENERAL PARTNER. A general
partner may withdraw from a limited partnership at any time by giving written
notice to the other partners, but if the withdrawal violates the partnership
agreement, the limited partnership may recover from the withdrawing general
partner damages for breach of the partnership agreement and offset the damages
against the amount otherwise distributable to him [or her].

SECTION 603. WITHDRAWAL OF LIMITED PARTNER. A limited
partner may withdraw from a limited partnership at the time or upon the happening
of events specified in the certificate of limited partnership and in accordance with
in writing in the partnership agreement. If the certificate agreement does not
specify in writing the time or the events upon the happening of which a limited
partner may withdraw or a definite time for the dissolution and winding up of the
limited partnership, a limited partner may withdraw upon not less than six months'
prior written notice to each general partner at his [or her] address on the books of
the limited partnership at its office in this State.

SECTION 604. DISTRIBUTION UPON WITHDRAWAL. Except as
provided in this Article, upon withdrawal any withdrawing partner is entitled to
receive any distribution to which he [or she] is entitled under the partnership
agreement and, if not otherwise provided in the agreement, he [or she] is entitled to
receive, within a reasonable time after withdrawal, the fair value of his [or her]
interest in the limited partnership as of the date of withdrawal based upon his [or
her] right to share in distributions from the limited partnership.




SECTION 605. DISTRIBUTION IN KIND. Except as provided in writing
in the certificate of limited partnership agreement, a partner, regardless of the
nature of his [or her] contribution, has no right to demand and receive any
distribution from a limited partnership in any form other than cash. Except as
provided in writing in the partnership agreement, a partner may not be compelled to
accept a distribution of any asset in kind from a limited partnership to the extent
that the percentage of the asset distributed to him [or her] exceeds a percentage of
that asset which is equal to the percentage in which he [or she] shares in
distributions from the limited partnership.




SECTION 606. RIGHT TO DISTRIBUTION. At the time a partner
becomes entitled to receive a distribution, he [or she] has the status of, and is
entitled to all remedies available to, a creditor of the limited partnership with
respect to the distribution.




SECTION 607. LIMITATIONS ON DISTRIBUTION. A partner may not
receive a distribution from a limited partnership to the extent that, after giving
effect to the distribution, all liabilities of the limited partnership, other than
liabilities to partners on account of their partnership interests, exceed the fair value
of the partnership assets.




SECTION 608. LIABILITY UPON RETURN OF CONTRIBUTION.

(a) If a partner has received the return of any part of his [or her]
contribution without violation of the partnership agreement or this [Act], he [or she]
is liable to the limited partnership for a period of one year thereafter for the amount
of the returned contribution, but only to the extent necessary to discharge the
limited partnership's liabilities to creditors who extended credit to the limited
partnership during the period the contribution was held by the partnership.

(b) If a partner has received the return of any part of his [or her]
contribution in violation of the partnership agreement or this [Act], he [or she] is
liable to the limited partnership for a period of six years thereafter for the amount of
the contribution wrongfully returned.

(c) A partner receives a return of his [or her] contribution to the extent that
a distribution to him [or her] reduces his [or her] share of the fair value of the net
assets of the limited partnership below the value, as set forth in the certificate of
limited partnership records required to be kept pursuant to Section 105, of his
contribution which has not been distributed to him [or her].





ARTICLE 7
ASSIGNMENT OF PARTNERSHIP INTERESTS


SECTION 701. NATURE OF PARTNERSHIP INTEREST. A partnership
interest is personal property.

SECTION 702. ASSIGNMENT OF PARTNERSHIP INTEREST. 
Except as provided in the partnership agreement, a partnership interest is assignable in
whole or in part. An assignment of a partnership interest does not dissolve a
limited partnership or entitle the assignee to become or to exercise any rights of a
partner. An assignment entitles the assignee to receive, to the extent assigned, only
the distribution to which the assignor would be entitled. Except as provided in the
partnership agreement, a partner ceases to be a partner upon assignment of all his
[or her] partnership interest.

SECTION 703. RIGHTS OF CREDITOR. 
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This [Act] does not deprive any partner of the benefit of any exemption laws applicable to his [or her] partnership interest.

SECTION 704. RIGHT OF ASSIGNEE TO BECOME LIMITED PARTNER.

(a) An assignee of a partnership interest, including an assignee of a general
partner, may become a limited partner if and to the extent that (1) (i) the assignor
gives the assignee that right in accordance with authority described in the certificate
of limited partnership agreement, or (2) (ii) all other partners consent.

(b) An assignee who has become a limited partner has, to the extent
assigned, the rights and powers, and is subject to the restrictions and liabilities, of a
limited partner under the partnership agreement and this [Act]. An assignee who
becomes a limited partner also is liable for the obligations of his [or her] assignor to
make and return contributions as provided in Article Articles 5 and 6. However,
the assignee is not obligated for liabilities unknown to the assignee at the time he
[or she] became a limited partner and which could not be ascertained from the
certificate of limited partnership.

(c) If an assignee of a partnership interest becomes a limited partner, the
assignor is not released from his [or her] liability to the limited partnership under
Sections 207 and 502.




SECTION 705. POWER OF ESTATE OF DECEASED OR
INCOMPETENT PARTNER. If a partner who is an individual dies or a court of
competent jurisdiction adjudges him [or her] to be incompetent to manage his [or
her] person or his [or her] property, the partner's executor, administrator, guardian,
conservator, or other legal representative may exercise all the partner's rights for
the purpose of settling his [or her] estate or administering his [or her] property,
including any power the partner had to give an assignee the right to become a
limited partner. If a partner is a corporation, trust, or other entity and is dissolved
or terminated, the powers of that partner may be exercised by its legal
representative or successor.


ARTICLE 8 DISSOLUTION

SECTION 801. NONJUDICIAL DISSOLUTION. 
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1) at the time specified in the certificate of limited partnership;
(2) or upon the happening of events specified in writing in the certificate of limited partnership agreement;
 (3) written consent of all partners;
 (4) an event of withdrawal of a general partner unless at the time there is
at least one other general partner and the certificate of limited written provisions of
the partnership agreement permits permit the business of the limited partnership to
be carried on by the remaining general partner and that partner does so, but the
limited partnership is not dissolved and is not required to be wound up by reason of
any event of withdrawal, if, within 90 days after the withdrawal, all partners agree
in writing to continue the business of the limited partnership and to the appointment
of one or more additional general partners if necessary or desired; or
(5) entry of a decree of judicial dissolution under Section 802.

SECTION 802. JUDICIAL DISSOLUTION. On application by or for a
partner the [designate the appropriate court] court may decree dissolution of a
limited partnership whenever it is not reasonably practicable to carry on the
business in conformity with the partnership agreement.




SECTION 803. WINDING UP. Except as provided in the partnership
agreement, the general partners who have not wrongfully dissolved a limited
partnership or, if none, the limited partners, may wind up the limited partnership's
affairs; but the [designate the appropriate court] court may wind up the limited
partnership's affairs upon application of any partner, his [or her] legal
representative, or assignee.




SECTION 804. DISTRIBUTION OF ASSETS. Upon the winding up of a
limited partnership, the assets shall be distributed as follows:

(1) to creditors, including partners who are creditors, to the extent permitted
by law, in satisfaction of liabilities of the limited partnership other than liabilities
for distributions to partners under Section 601 or 604;

(2) except as provided in the partnership agreement, to partners and former
partners in satisfaction of liabilities for distributions under Section 601 or 604; and

(3) except as provided in the partnership agreement, to partners first for the
return of their contributions and secondly respecting their partnership interests, in
the proportions in which the partners share in distributions.

ARTICLE 9 FOREIGN LIMITED PARTNERSHIPS

SECTION 901. LAW GOVERNING. Subject to the Constitution of this State, (i) the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners,
and (ii) a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State.

SECTION 902. REGISTRATION. 
Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to
register, a foreign limited partnership shall submit to the Secretary of State, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:
(1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;
(2) the state State and date of its formation;
(3) the general character of the business it proposes to transact in this State;
 (3) the name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this state State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State;
(5) (4) a statement that the Secretary of State is appointed the agent of the
foreign limited partnership for service of process if no agent has been appointed
under paragraph (4) (3) or, if appointed, the agent's authority has been revoked or if
the agent cannot be found or served with the exercise of reasonable diligence;
(6) (5) the address of the office required to be maintained in the State state of its organization by the laws of that State state or, if not so required, of the principal office of the foreign limited partnership; and
(7) if the certificate of limited partnership filed in the foreign limited partnership's state of organization is not required to include the names and business addresses of the partners, a list of the names and addresses.

(6) the name and business address of each general partner; and

(7) the address of the office at which is kept a list of the names and
addresses of the limited partners and their capital contributions, together with an
undertaking by the foreign limited partnership to keep those records until the
foreign limited partnership's registration in this State is cancelled or withdrawn.


SECTION 903. ISSUANCE OF REGISTRATION.

(a) If the Secretary of State finds that an application for registration
conforms to law and all requisite fees have been paid, he [or she] shall:

(1) endorse on the application the word "Filed," and the month, day and
year of the filing thereof;

(2) file in his [or her] office a duplicate original of the application; and

(3) issue a certificate of registration to transact business in this State.

(b) The certificate of registration, together with a duplicate original of the
application, shall be returned to the person who filed the application or his [or her]
representative.

SECTION 904. NAME. A foreign limited partnership may register with the
Secretary of State under any name, whether or not it is the name under which it is
registered in its state of organization, that includes without abbreviation the words
"limited partnership" and that could be registered by a domestic limited
partnership.




SECTION 905. CHANGES AND AMENDMENTS. If any statement in the
application for registration of a foreign limited partnership was false when made or
any arrangements or other facts described have changed, making the application
inaccurate in any respect, the foreign limited partnership shall promptly file in the
office of the Secretary of State a certificate, signed and sworn to by a general
partner, correcting such statement.




SECTION 906. CANCELLATION OF REGISTRATION. A foreign
limited partnership may cancel its registration by filing with the Secretary of State a
certificate of cancellation signed and sworn to by a general partner. A cancellation
does not terminate the authority of the Secretary of State to accept service of
process on the foreign limited partnership with respect to [claims for relief] [causes
of action] arising out of the transactions of business in this State.



SECTION 907. TRANSACTION OF BUSINESS WITHOUT
REGISTRATION.

(a) A foreign limited partnership transacting business in this State may not
maintain any action, suit, or proceeding in any court of this State until it has
registered in this State.

(b) The failure of a foreign limited partnership to register in this State does
not impair the validity of any contract or act of the foreign limited partnership or
prevent the foreign limited partnership from defending any action, suit, or
proceeding in any court of this State.

(c) A limited partner of a foreign limited partnership is not liable as a
general partner of the foreign limited partnership solely by reason of having
transacted business in this State without registration.

(d) A foreign limited partnership, by transacting business in this State
without registration, appoints the Secretary of State as its agent for service of
process with respect to [claims for relief] [causes of action] arising out of the
transaction of business in this State.



SECTION 908. ACTION BY [APPROPRIATE OFFICIAL]. The
[designate the appropriate official] may bring an action to restrain a foreign limited
partnership from transacting business in this State in violation of this Article.



ARTICLE 10 DERIVATIVE ACTIONS


SECTION 1001. RIGHT OF ACTION. A limited partner may bring an
action in the right of a limited partnership to recover a judgment in its favor if
general partners with authority to do so have refused to bring the action or if an
effort to cause those general partners to bring the action is not likely to succeed.


SECTION 1002. PROPER PLAINTIFF. In a derivative action, the plaintiff
must be a partner at the time of bringing the action and (i) must have been a partner
at the time of the transaction of which he [or she] complains or (ii) his [or her]
status as a partner had must have devolved upon him [or her] by operation of law
or pursuant to the terms of the partnership agreement from a person who was a
partner at the time of the transaction.


SECTION 1003. PLEADING. In a derivative action, the complaint shall set
forth with particularity the effort of the plaintiff to secure initiation of the action by
a general partner or the reasons for not making the effort.

SECTION 1004. EXPENSES. If a derivative action is successful, in whole or
in part, or if anything is received by the plaintiff as a result of a judgment,
compromise or settlement of an action or claim, the court may award the plaintiff
reasonable expenses, including reasonable attorney's fees, and shall direct him [or
her] to remit to the limited partnership the remainder of those proceeds received by
him [or her].

ARTICLE 11 MISCELLANEOUS

SECTION 1101. CONSTRUCTION AND APPLICATION. This [Act]
shall be so applied and construed to effectuate its general purpose to make uniform
the law with respect to the subject of this [Act] among states enacting it.

SECTION 1102. SHORT TITLE. This [Act] may be cited as the Uniform
Limited Partnership Act.

SECTION 1103. SEVERABILITY. If any provision of this [Act] or its
application to any person or circumstance is held invalid, the invalidity does not
affect other provisions or applications of the [Act] which can be given effect
without the invalid provision or application, and to this end the provisions of this
[Act] are severable.


SECTION 1104. EFFECTIVE DATE, EXTENDED EFFECTIVE DATE
AND REPEAL. Except as set forth below, the effective date of this [Act] is
__________ and the following acts [list prior existing limited partnership acts] are
hereby repealed:

(1) The existing provisions for execution and filing of certificates of limited partnerships and amendments there under and cancellations thereof continue in effect until [specify time required to create central filing system], the extended effective date, and Sections 102, 103, 104, 105, 201, 202, 203, 204 and 206 are not effective until the extended effective date.

(2) Section 402, specifying the conditions under which a general partner ceases to be a member of a limited partnership, is not effective until the extended effective date, and the applicable provisions of existing law continue to govern until
the extended effective date.

(3) Sections 501, 502 and 608 apply only to contributions and distributions made after the effective date of this [Act].

(4) Section 704 applies only to assignments made after the effective date of this [Act].

(5) Article 9, dealing with registration of foreign limited partnerships, is not effective until the extended effective date.

(6) Unless otherwise agreed by the partners, the applicable provisions of existing law governing allocation of profits and losses (rather than the provisions of Section 503), distributions to a withdrawing partner (rather than the provisions of
Section 604), and distribution of assets upon the winding up of a limited partnership (rather than the provisions of Section 804) govern limited partnerships formed before the effective date of this [Act].

SECTION 1105. RULES FOR CASES NOT PROVIDED FOR IN THIS [ACT]. 
In any case not provided for in this [Act] the provisions of the Uniform Partnership Act govern.

SECTION 1106. SAVINGS CLAUSE.
 The repeal of any statutory provision by this [Act] does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing at the effective date of this [Act], nor does the repeal of any existing statutory provision by this [Act] impair any contract or affect any right accrued before the effective date of this [Act]. 

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