(a) Beginning January 1, 2017, this chapter governs all limited partnerships and all foreign limited partnerships.
(b) With respect to a limited partnership formed before January 1, 2010, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Section 10A-1-3.03 does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2010.
(2) The limited partnership is not required to amend its certificate of formation to comply with Section 10A-9A-2.01(a)(5); but once amended or restated, the certificate of formation must comply with Section 10A-9A-2.01(a)(5).
(3) Sections 10A-9A-6.01 and 10A-9A-6.02 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2010.
(4) Section 10A-9A-6.03(4) does not apply.
(5) Section 10A-9A-6.03(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2010.
(6) Section 10A-9A-8.01(c) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2010.
(c) With respect to limited partnerships formed before January 1, 2017:
(1) the limited partnership's formation document, whether a certificate of limited partnership or a certificate of formation is deemed to be the limited partnership's certificate of formation; and
(2) the limited partnership's partnership agreement is deemed the limited partnership's partnership agreement.
(d) With respect to a limited partnership formed before October 1, 1998, the term "partnership agreement" as defined in Section 10A-9A-1.02(10), includes the certificate of partnership.
Last modified: May 3, 2021