Legislative Session number- 83

Bill Name: SF1803

E Enacting and modifying the Uniform Limited Partnership Act 2001; + regulating
the organization, structure and governance of business corporations, +nonprofit
corporations and limited liability companies ARTICLE 1 � GENERAL
PROVISIONSDefining certain terms; describing persons knowing and having notice
+of facts; providing for the nature, purpose and duration of entities;
+specifying the powers of limited partnerships; designating the governing law
and +specifying the supplemental principles of law; establishing the rate of
+interest; regulating the selection, use and reservation of names; specifying
+the effect of partnership agreements and certain information maintenance
+requirements; regulating business transactions; authorizing and providing for
the +dual capacity of partners; requiring the designation of an office and
+agent for service of process; providing for the consent and proxies of partners
ARTICLE 2 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP AND OTHER
+FILINGSProviding for the formation of limited partnerships and the filing of+ a
certificate and a statement of termination; specifying certain +records signing
and filing and report requirements and certain duties of the +secretary of state
ARTICLE 3 � LIMITED PARTNERSProviding for the rights and responsibilities of
limited partners ARTICLE 4 � GENERAL PARTNERS Providing for the rights and
responsibilities and regulating the +conduct of general partners; providing for
the transfer of partnership property ARTICLE 5 � CONTRIBUTIONS AND
DISTRIBUTIONSProviding for the form of and specifying liability for
contributions;+ requiring the sharing of distributions, specifying certain
restrictions and +limits; imposing liability for improper distributions ARTICLE
6 � DISSOCIATIONRegulating dissociation from limited partnerships, providing
for +effect and specifying liability ARTICLE 7 � TRANSFERABLE INTERESTS AND
RIGHTS OF TRANSFEREES AND +CREDITORSRegulating the transfer of partner interest;
specifying the rights of+ creditors of partners or transferees; providing for
the power of estate of +deceased partners ARTICLE 8 � DISSOLUTIONRegulating
the dissolution of limited partnerships; providing for +nonjudicial, judicial
and administrative dissolution and dissociation after +dissolution; specifying
certain winding up requirements and options; providing for+ the disposal of
claims; authorizing and providing for reinstatement after administrative
dissolution; providing for the disposition of assets ARTICLE 9 � FOREIGN
LIMITED PARTNERSHIPSDesignating the governing law for foreign limited
partnerships and +providing for application for and filing and revocation or
cancellation of +certificates of authority to transact business in the state;
specifying the +activities not constituting business transactions; providing for
name compliance; +authorizing the attorney general to maintain actions to
restrain foreign limited partnerships from transacting business in the state in
violation of +the requirements ARTICLE 10 � ACTIONS BY PARTNERSAuthorizing and
providing for certain direct and derivative actions +by partners ARTICLE 11 �
CONVERSION AND MERGERRegulating conversions and mergers of limited partnerships;
defining +certain terms; specifying certain plan and articles of conversion or
merger requirements and providing for the effect; specifying certain
+restrictions on approval of conversions and mergers and the liability and
general +powers of partners after conversion or merger; providing for certain
conflicts ARTICLE 12 � MISCELLANEOUS PROVISIONSProviding uniform application
of the provisions; severability and +savings clauses; specifying the relation to
the federal electronic signatures+ in global and national commerce act and for
the application to existing +relationships; providing for the effect of limited
partnership designation; +repealing the existing uniform limited partnership act
(1976) ARTICLE 13 � CONFORMING CHANGES Making conforming changes to certain
provisions relating to the +service of process and corporate names; correcting
the definition of record +under the uniform limited partnership act of
1994ARTICLE 14 � OTHER BUSINESS ORGANIZATIONSModifying certain provisions
regulating the organization, structure +and governance of business corporations,
nonprofit corporations and +limited liability companies; defining or redefining
certain terms; requiring +the signing by all shareholders of written actions;
modifying the right +of shareholders to vote as a class or series on proposed
amendments; +regulating the election of directors; providing for the
effectiveness of +electronic communication of board meeting notices; filing of
amendments to filed statements to be considered amendments of the articles of
+incorporation; providing for action without a meeting by nonpublic corporations
and +requiring notice to and specifying the liability of shareholders for notice
of +written actions; expanding the actions allowing shareholder dissent,
+regulating the right to obtain payment and modifying certain requirements for
notice+ of dissent; expanding the definition of official capacity for
+indemnification purposes; creating an exception to the requirement for
shareholder +approval of asset transfers; regulating the conversion of
corporations and +limited liability companies, specifying certain plan and
articles +requirements and providing for the effect, effectiveness and
abandonment of +conversions; providing for the effectiveness of electronic
communication of +nonprofit corporation board meetings and authorizing
electronic communication +of action ballots under certain conditions; modifying
the right of owners of +outstanding membership interests of LLCs to class or
series voting on amendments +to the articles of organization; requiring the
approval of members entitled +to vote on amendments to articles or member
control agreements to permit written+ action by less than all members; expanding
the right of dissenters to obtain +payment for the fair value of membership
interests and modifying certain notice requirements; filing of amendments to
company statements to be +considered amendments of the articles of organization;
regulating the election +of governors and providing for the effectiveness of
electronic +communication of board meeting notices; creating an exception to the
requirement for +member approval of asset transfers ARTICLE 15 � FISCAL YEAR
2005 FUNDINGSetting certain limited and foreign limited partnership filing fees,
+sunset; appropriating money to the secretary of state for provisions
+implementation purposes (je, ja)