Application to existing relationships.

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APPLICATION TO EXISTING RELATIONSHIPS.

(a) Before July 1, 2011, the Uniform Limited Partnership Act of 2010 governs only:

(1) a limited partnership formed on or after January 1, 2011; and

(2) except as otherwise provided in subsections (c) and (d) of this section, a limited partnership formed before January 1, 2011, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to the Uniform Limited Partnership Act of 2010.

(b) Except as otherwise provided in subsection (c) of this section, on and after July 1, 2011, the Uniform Limited Partnership Act of 2010 governs all limited partnerships.

(c) With respect to a limited partnership formed before January 1, 2011, 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) Subsection (c) of Section 4 of this act does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2011.

(2) The limited partnership is not required to amend its certificate of limited partnership to comply with paragraph (4) of subsection (a) of Section 19 of this act.

(3) Sections 52 and 53 of this act 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, 2011.

(4) Paragraph (4) of Section 54 of this act does not apply.

(5) Paragraph (5) of Section 54 of this act does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2011.

(6) Paragraph (3) of Section 63 of this act 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, 2011.

(d) With respect to a limited partnership that elects pursuant to paragraph (2) of subsection (a) of this section to be subject to the Uniform Limited Partnership Act of 2010, after the election takes effect the provisions of the Uniform Limited Partnership Act of 2010 relating to the liability of the limited partnership’s general partners to third parties apply:

(1) before July 1, 2011, to:

  • (A)a third party that had not done business with the limited partnership in the year before the election took effect; and
  • (B)a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and

(2) on and after July 1, 2011, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under subparagraph (B) of paragraph (1) of this subsection.

Added by Laws 2010, c. 384, § 103, eff. Jan. 1, 2011.


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