(a) Except as otherwise provided in subsection (b), on and after September 1, 2007, this chapter governs all limited partnerships.
(b) With respect to a limited partnership formed before this chapter takes effect, 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 4-47-104(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before the limited partnership became subject to this chapter;
(2) the limited partnership is not required to amend its certificate of limited partnership to comply with § 4-47-201(a)(4);
(3) sections 4-47-601 and 4-47-602 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 the limited partnership became subject to this chapter;
(4) section 4-47-603(4) does not apply;
(5) section 4-47-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before the limited partnership became subject to this chapter; and
(6) section 4-47-801(3) 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 the limited partnership became subject to this chapter.
(c) If subsection (a) causes a limited partnership that was a limited liability limited partnership under § 4-43-1110 [repealed] to become subject to this chapter:
(1) if immediately before it became subject to this chapter its name complied with § 4-43-1110 [repealed], the affected limited partnership may maintain its name even if the name does not comply with § 4-47-108(c); and
(2) the application to register the limited partnership that was a limited liability limited partnership under § 4-43-1110 [repealed] on file with the Secretary of State pursuant to § 4-43-1110 [repealed] is deemed to amend the limited partnership's certificate of limited partnership to state that the limited partnership is a limited liability limited partnership.
Section: Previous 4-47-1202 4-47-1203 4-47-1204 4-47-1206 4-47-1207 4-47-1208 4-47-1209 NextLast modified: November 15, 2016