2010 Wyoming Statutes
Title 17 - Corporations, Partnerships And Associations
Chapter 21 - Uniform Partnership Act

CHAPTER 21 - UNIFORM PARTNERSHIP ACT

 

ARTICLE 1 - GENERAL PROVISIONS

 

17-21-101. Definitions.

 

(a) In this chapter:

 

(i) "Business" includes every trade, occupation and profession;

 

(ii) "Chief executive office" means the principal operating headquarters and the primary offices of the chief executive officer;

 

(iii) "Debtor in bankruptcy" means a person who is the subject of:

 

(A) An order for relief under title 11 of the United States Code or a comparable order under a successor statute of general application; or

 

(B) A comparable order under federal or state law governing insolvency.

 

(iv) "Distribution" means a transfer of cash or other property from a partnership to a partner in the partner's capacity as a partner, or to the partner's transferee;

 

(v) "Foreign registered limited liability partnership" means a partnership or association formed under, or pursuant to an agreement governed by, the laws of any state or jurisdiction other than this state that is registered as a limited liability partnership under the laws of the other jurisdiction;

 

(vi) "Partnership" means an association of two (2) or more persons to carry on as coowners a business for profit formed under W.S. 17-21-202, predecessor law, or comparable law of another jurisdiction, and includes for all purposes of the laws of this state, a registered limited liability partnership;

 

(vii) "Partnership agreement" means an agreement, written or oral, among the partners concerning the partnership;

 

(viii) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;

 

(ix) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity;

 

(x) "Property" means all property, real, personal or mixed, tangible or intangible, or any interest therein;

 

(xi) "Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the laws of this state, registered under W.S. 17-21-1101 and complying with W.S. 17-21-1103;

 

(xii) "State" means a state of the United States, the District of Columbia, the commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States;

 

(xiii) "Statement" means a statement of partnership authority under W.S. 17-21-303, a statement of denial under W.S. 17-21-304, a statement of dissociation under W.S. 17-21-704, a statement of dissolution under W.S. 17-21-806, a statement of merger under W.S. 17-21-906, a statement of registration as a registered limited liability partnership, or a renewal thereof, under W.S. 17-21-1101, a statement of continuance under W.S. 17-21-1106, a statement of registration as a foreign registered limited liability partnership, or a renewal thereof, under W.S. 17-21-1104 or an amendment, cancellation or withdrawal of any of the foregoing;

 

(xiv) "Transfer" includes an assignment, conveyance, lease, mortgage, deed and encumbrance;

 

(xv) "Registered agent" means as provided in W.S. 17-28-101 through 17-28-111.

 

17-21-102. Knowledge and notice.

 

 

(a) A person knows a fact if the person has knowledge of it.

 

(b) A person has notice of a fact if the person:

 

(i) Knows of it;

 

(ii) Has received a notice of it; or

 

(iii) Has reason to know it exists from all of the facts known to that person at the time in question.

 

(c) A person notifies or gives a notice to another by taking steps reasonably required to inform the other person in the ordinary course of business, whether or not the other person learns of it.

 

(d) A person is notified or receives a notice of a fact when:

 

(i) The existence of the fact comes to the person's attention; or

 

(ii) The notice is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.

 

(e) Except as provided in subsection (f) of this section, notice received by a person who is not an individual, including a partnership, is effective for a particular transaction when the notice is brought to the attention of the individual conducting the transaction, or in any event when the notice would have been brought to that individual's attention if the person had exercised due diligence. Such a person exercises due diligence if he maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Due diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

 

(f) Receipt of notice by a partner of a matter relating to the partnership is effective immediately as notice to the partnership, but is not effective in the case of fraud on the partnership committed by or with the consent of the partner who received the notice.

 

17-21-103. Effect of partnership agreement; nonwaivable provisions.

 

 

(a) Except as provided in subsection (b) of this section, a partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

 

(b) A partnership agreement may not:

 

(i) Vary the rights and duties under W.S. 17-21-105 except to eliminate the duty to provide copies of statements to all the partners;

 

(ii) Unreasonably restrict a partner's right of access to books and records under W.S. 17-21-403(b);

 

(iii) Eliminate the duty of loyalty under W.S. 17-21-404(b);

 

(iv) Unreasonably reduce the duty of care under W.S. 17-21-404(d);

 

(v) Eliminate the obligation of good faith and fair dealing under W.S. 17-21-404(e);

 

(vi) Vary the power to withdraw as a partner under W.S. 17-21-601(a)(i), except to require the notice to be in writing;

 

(vii) Vary the right to expulsion of a partner by a court in the events specified in W.S. 17-21-601(a)(v);

 

(viii) Vary the requirement to wind up the partnership business in cases specified in W.S. 17-21-801(a)(iv), (v) or (vi); or

 

(ix) Restrict rights of third parties under this chapter.

 

17-21-104. Supplemental principles of law.

 

 

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

 

(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in W.S. 1-16-102.

 

17-21-105. Execution, filing, and recording of statements.

 

 

(a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state. If a statement of partnership authority is filed with the secretary of state under W.S. 17-21-303, all statements provided for under this chapter subsequent to the filing of this statement shall be filed with the secretary of state in accordance with this chapter.

 

(b) A certified copy of a statement that has been filed in the office of the secretary of state that is recorded in the office for recording transfers of real property shall have the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state shall not have the effect provided for recorded statements in this chapter.

 

(c) A statement filed by a partnership must be executed by at least two (2) partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement must personally declare under penalty of perjury that the contents of the statement are accurate.

 

(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.

 

(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

 

(f) The secretary of state shall collect a fee of ten dollars ($10.00) for filing or providing a certified copy of a statement. The appropriate county clerk shall collect a fee of ten dollars ($10.00) for recording a statement.

 

17-21-106. Law governing internal affairs.

 

Except as provided in W.S. 17-21-1104, the laws of the state or other jurisdiction in which a partnership has its chief executive office govern the partnership's internal affairs.

 

17-21-107. Partnership subject to amendment or repeal of chapter.

 

A partnership governed by this chapter is subject to any amendment or repeal of this chapter.

 

ARTICLE 2 - NATURE OF PARTNERSHIP

 

17-21-201. Partnership as entity.

 

A partnership is an entity.

 

17-21-202. Creation of partnership.

 

 

(a) Except as provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners of a business for profit creates a partnership, whether or not the persons intend to create a partnership.

 

(b) An association created under a statute other than this chapter, any predecessor law or comparable law of another jurisdiction is not a partnership.

 

(c) In determining whether a partnership is created, the following rules apply:

 

(i) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;

 

(ii) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived;

 

(iii) The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but that inference may not be drawn if the profits were received in payment:

 

(A) Of a debt by installments or otherwise;

 

(B) For services as an independent contractor or of wages or other compensation to an employee;

 

(C) Of rent;

 

(D) Of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner;

 

(E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral or rights to income, proceeds or increase in value derived from the collateral; or

 

(F) Of consideration for the sale of the goodwill of a business or other property by installments or otherwise.

 

(d) Except as provided by W.S. 17-21-308, persons who are not partners as to each other are not partners as to other persons.

 

(e) A partnership created under this chapter is a general partnership and the partners are general partners of the partnership.

 

17-21-203. Partnership property.

 

Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually.

 

17-21-204. When property is partnership property.

 

 

(a) Property is partnership property if acquired:

 

(i) In the name of the partnership; or

 

(ii) In the name of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership, but without an indication of the name of the partnership.

 

(b) Property is acquired in the name of the partnership by a transfer to:

 

(i) The partnership in its name; or

 

(ii) One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

 

(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.

 

(d) Property acquired in the name of one (1) or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property even if used for partnership purposes.

 

ARTICLE 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

 

17-21-301. Partner agent of partnership.

 

 

(a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303:

 

(i) Each partner is an agent of the partnership for the purpose of its business. Any act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the usual way the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner has no authority to act for the partnership in the particular matter and the person with whom the partner is dealing knows or has received a notice that the partner lacks authority;

 

(ii) An act of a partner which is not apparently for carrying on in the usual way the partnership business or business of the kind carried on by the partnership does not bind the partnership unless authorized by the other partners.

 

17-21-302. Transfer of partnership property.

 

 

(a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303:

 

(i) Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by any partner in the partnership name;

 

(ii) Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held;

 

(iii) A partnership may recover property transferred under this subsection if it proves that execution of the instrument of transfer did not bind the partnership under W.S. 17-21-301, unless the property was transferred by the initial transferee or a person claiming through the initial transferee to a subsequent transferee who gave value without having notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

 

(b) Partnership property held in the name of one (1) or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred free of any claims of the partnership or the partners by the persons in whose name the property is held to a transferee who gives value without having notice that it is partnership property.

 

(c) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. That person may execute documents in the name of the partnership to evidence vesting of the property in that person and may file or record those documents.

 

17-21-303. Statement of partnership authority.

 

(a) A partnership may file a statement of partnership authority, which:

 

(i) Shall include:

 

(A) The name of the partnership;

 

(B) The street address of its chief executive office and of an office in this state, if any;

 

(C) The names and mailing addresses of all the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b) of this section; and

 

(D) A statement specifying the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership.

 

(ii) May include a statement of the authority, or of limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.

 

(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses of all of the partners and make it available to any person on request for good cause shown.

 

(c) If a filed statement of partnership authority is executed pursuant to W.S. 17-21-105(c) and states the name of the partnership but does not contain all of the other information required by subsection (a) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (d) and (e) of this section.

 

(d) Except as provided in subsection (g) of this section, a filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

 

(i) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive, in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority;

 

(ii) A grant of authority to transfer real property held in the name of the partnership contained in a certified copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property is conclusive, in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then recorded in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.

 

(e) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership if a certified copy of the filed statement containing the limitation on authority is recorded in the office for recording transfers of that real property.

 

(f) Except as provided in subsections (d) and (e) of this section and W.S. 17-21-704 and 17-21-806, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

 

(g) Unless earlier canceled, a filed statement of partnership authority is canceled by operation of law five (5) years after the date on which the statement or the most recent amendment was filed with the secretary of state.

 

17-21-304. Statement of denial.

 

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to W.S. 17-21-303(b) may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority to the extent provided in W.S. 17-21-303(d) and (e).

 

17-21-305. Partnership liable for partner's actionable conduct.

 

 

(a) A partnership is liable for loss or injury caused to a person or for a penalty incurred as a result of a wrongful act or omission or other actionable conduct of a partner acting in the ordinary course of business of the partnership or with the authority of the partnership.

 

(b) If in the course of its business, a partnership receives money or property of a person not a partner which is misapplied by a partner while it is in the custody of the partnership, the partnership is liable for the loss.

 

17-21-306. Partner's liability.

 

(a) Except as provided in subsection (b) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

 

(b) Except as provided by subsections (c) and (d) of this section, a partner of a registered limited liability partnership is not liable, directly or indirectly (including by way of indemnification, contribution, assessment or otherwise), for any debts, obligations or liabilities of, or chargeable to, the registered limited liability partnership or another partner or partners, whether arising in tort, contract or otherwise, solely by reason of being such a partner or acting (or omitting to act) in such capacity or otherwise participating (as an employee, consultant, contractor or otherwise) in the conduct of the other business or activities of the registered limited liability partnership, while the partnership is a registered limited liability partnership.

 

(c) Subsection (b) of this section shall not affect the liability of a partner in a registered limited liability partnership for the partner's own negligent or wrongful act or misconduct, or that of any person under the partner's direct supervision and control.

 

(d) Notwithstanding the provisions of subsection (b) of this section, all or specified partners of a registered limited liability partnership may be liable in their capacity as partners for all or specified debts, obligations or liabilities of a registered limited liability partnership to the extent at least a majority of the partners shall have agreed unless otherwise provided in any agreement between the partners. Any such agreement may be modified or revoked to the extent at least a majority of the partners shall have agreed, unless otherwise provided in any agreement between the partners, provided, however, that:

 

(i) Any such modification or revocation shall not affect the liability of a partner for any debts, obligations or liabilities of a registered limited liability partnership incurred, created or assumed by the registered limited liability partnership prior to the modification or revocation; and

 

(ii) A partner shall be liable for debts, obligations and liabilities of the registered limited liability partnership incurred, created or assumed after such modification or revocation only in accordance with this article and, if the agreement is further modified, the agreement as so further modified but only to the extent not inconsistent with subsection (c) of this section.

 

(e) Nothing in this section shall in any way affect or impair the ability of a partner to act as a guarantor or surety for, provide collateral for, or otherwise be liable for, the debts, obligations or liabilities of a registered limited liability partnership.

 

(f) Subsection (b) of this section shall not affect the liability of a registered limited liability partnership out of partnership assets for partnership debts, obligations and liabilities.

 

(g) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the partnership, unless the partner is personally liable under subsection (c) or (d) of this section.

 

17-21-307. Actions by and against partnership and partners.

 

(a) A partnership may sue and be sued in the name of the partnership.

 

(b) An action may be brought against the partnership and any or all of the partners who are personally liable for obligations of the partnership under W.S. 17-21-306 in the same action or in separate actions.

 

(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is a judgment against the partner.

 

(d) A judgment creditor of a partner may not levy execution against the assets of a partner to satisfy a judgment based on a claim against the partnership unless:

 

(i) The partner is personally liable for the liability of the partnership under W.S. 17-21-306; and

 

(ii) One (1) of the following conditions is satisfied:

 

(A) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

 

(B) An involuntary case under title 11 of the United States Code has been commenced against the partnership and has not been dismissed within sixty (60) days after commencement or the partnership has commenced a voluntary case under title 11 of the United States Code and the case has not been dismissed;

 

(C) The partner has agreed that the creditor need not exhaust partnership assets;

 

(D) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or

 

(E) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

 

(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under W.S. 17-21-308(a) or (b).

 

17-21-308. Purported partner.

 

(a) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner, in a partnership or with one (1) or more persons not partners, the purported partner is liable to a person to whom the representation is made:

 

 

 

(i) If that person, relying on the representation, enters into a transaction with the actual or purported partnership; and

 

(ii) If the purported partner would have been personally liable for obligations of the partnership under W.S. 17-21-306 if he actually had been a partner.

 

(b) Subject to subsection (a) of this section if the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable as if the purported partner were a partner. If no partnership liability results, the purported partner is liable jointly and severally with any other person consenting to the representation.

 

(c) If a person is thus represented to be a partner in an existing partnership or with one (1) or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable as provided in W.S. 17-21-306 as if the person actually had been a partner.

 

(d) A person is not a partner in a partnership solely because the person is named by another in a statement of partnership authority.

 

(e) A person does not continue to be a partner solely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.

 

17-21-309. Liability of incoming partner.

 

A person admitted as a partner into a partnership is liable for all obligations of the partnership arising before the person's admission as if the person had been a partner when the obligations were incurred, but this liability may be satisfied only out of partnership property.

 

ARTICLE 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

 

17-21-401. Partner's rights and duties.

 

(a) A partnership shall establish an account for each partner which shall be credited with an amount equal to the cash plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits. Each partner's account shall be charged with an amount equal to the cash plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses provided that the partner shall be personally liable on account of such charges only as provided in W.S. 17-21-807 and 17-21-808.

 

 

 

(b) A partnership shall credit each partner's account with an equal share of the partnership profits and shall charge each partner with a share of the partnership losses, whether capital or operating, as provided in W.S. 17-21-808, in proportion to the partner's share of the profits.

 

(c) A partnership shall indemnify each partner for payments reasonably made and liabilities reasonably incurred by the partner in the ordinary and proper conduct of the business of the partnership or for the preservation of its business or property, provided, however, that no other partner shall be required to make any payment to the partnership or any other partner, except as provided to the partnership or any other partner, except as provided in W.S. 17-21-807 and 17-21-808, including any payments attributable all or in part to partnership liabilities for indemnification.

 

(d) A partnership shall repay a partner who, in aid of the partnership, makes a payment or advance beyond the amount of capital the partner agreed to contribute.

 

(e) A payment made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership. Interest accrues from the date of the payment or advance.

 

(f) Each partner has equal rights in the management and conduct of the partnership business.

 

(g) A partner may use or possess partnership property only on behalf of the partnership.

 

(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

 

(j) A person may become a partner only with the consent of all the partners.

 

(k) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.

 

(m) This section does not affect the obligations of a partnership to other persons under W.S. 17-21-301.

 

17-21-402. Distributions in kind.

 

A partner has no right to receive and may not be required to accept a distribution in kind.

 

17-21-403. Partner's right to information.

 

 

(a) A partnership shall keep its books and records, if any, at its chief executive office.

 

(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

 

(c) Each partner and the partnership, on demand, shall furnish to a partner and the legal representative of a deceased partner or partner under legal disability, to the extent just and reasonable, complete and accurate information concerning the partnership.

 

17-21-404. General standards of partner's conduct.

 

 

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in this section.

 

(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:

 

(i) To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner, without the consent of the other partners, in the conduct and winding up of the partnership business or from a use or appropriation by the partner of partnership property or opportunity;

 

(ii) To refrain from dealing with the partnership in the conduct or winding up of the partnership business, as or on behalf of a party having an interest adverse to the partnership without the consent of the other partners; and

 

(iii) To refrain from competing with the partnership in the conduct of the partnership business without the consent of the other partners before the dissolution of the partnership.

 

(c) A partner's duty of loyalty may not be eliminated by agreement, but the partners may by agreement identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable.

 

(d) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.

 

(e) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement, and exercise any rights, consistent with the obligation of good faith and fair dealing. The obligation of good faith and fair dealing may not be eliminated by agreement but the partners may by agreement determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.

 

(f) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest. A partner may lend money to and transact other business with the partnership. The rights and obligations of a partner who lends money to or transacts business with the partnership are the same as those of a person who is not a partner, subject to other applicable law.

 

(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.

 

17-21-405. Partner's liability to partnership.

 

A partner is liable to the partnership for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership.

 

17-21-406. Remedies of partnership and partners.

 

 

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership.

 

(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, including an accounting as to partnership business, to:

 

(i) Enforce a right under the partnership agreement;

 

(ii) Enforce a right under this chapter, including:

 

(A) The partner's rights under W.S. 17-21-401, 17-21-403 and 17-21-404;

 

(B) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to W.S. 17-21-701 or enforce any other right under article 6 or 7 of this chapter; or

 

(C) The partner's right to compel a dissolution and winding up of the partnership business under W.S. 17-21-801 or enforce any other right under article 8 of this chapter.

 

(iii) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.

 

(c) The accrual of and any time limitation on a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.

 

17-21-407. Continuation of partnership beyond definite term or particular undertaking.

 

 

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

 

(b) A continuation of the business by the partners or those of them who habitually acted in the business during the term or undertaking, without any settlement or liquidation of the partnership business, is prima facie evidence of an agreement that the business will not be wound up.

 

ARTICLE 5 - TRANSFEREES AND CREDITORS OF PARTNER

 

17-21-501. Partner's interest in partnership property not transferable.

 

A partner is not a co-owner of partnership property and has no interest that can be transferred, either voluntarily or involuntarily, in partnership property.

 

17-21-502. Partner's transferable interest in partnership.

 

 

(a) The only transferable interest of a partner in the partnership is the partner's interest in distributions. The interest is personal property.

 

(b) A transferee of a partner's transferable interest in the partnership has the right to cause a winding up of the partnership business as provided in W.S. 17-21-801(a)(vi).

 

17-21-503. Transfer of partner's transferable interest.

 

 

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:

 

(i) Is permissible;

 

(ii) Does not by itself cause a winding up of the partnership business; and

 

(iii) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning or an account of partnership transactions or to inspect or copy the partnership books or records.

 

(b) A transferee of a partner's transferable interest in the partnership is entitled to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.

 

(c) If an event causes a dissolution and winding up of the partnership business under W.S. 17-21-801, a transferee is entitled to receive, in accordance with the transfer, the net amount otherwise distributable to the transferor. In a dissolution and winding up, a transferee may require an accounting only from the date of the last account agreed to by all of the partners.

 

(d) Until receipt of notice of a transfer, a partnership has no duty to give effect to the transferee's rights under this section.

 

17-21-504. Partner's transferable interest subject to charging order.

 

 

(a) On application by a judgment creditor of a partner or partner's transferee, a court having jurisdiction may charge the transferable interest of the debtor partner or transferee to satisfy the judgment. The court may appoint a receiver of the debtor's share of the distributions due or to become due to the debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the debtor might have made or which the circumstances of the case may require.

 

(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time and upon conditions it considers appropriate. The purchaser at the foreclosure sale has the rights of a transferee.

 

(c) At any time before foreclosure, an interest charged may be redeemed:

 

(i) By the judgment debtor;

 

(ii) With property other than partnership property by one (1) or more of the other partners; or

 

(iii) With partnership property by one (1) or more of the other partners with the consent of all the partners whose interests are not so charged.

 

(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

 

(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.

 

ARTICLE 6 - PARTNER'S DISSOCIATION

 

17-21-601. Events causing partner's dissociation.

 

 

(a) A partner is dissociated from a partnership upon:

 

(i) Receipt by the partnership of notice of the partner's express will to withdraw as a partner or upon any later date specified in the notice;

 

(ii) An event agreed to in the partnership agreement as causing the partner's dissociation;

 

(iii) The partner's expulsion pursuant to the partnership agreement;

 

(iv) The partner's expulsion by the unanimous vote of the other partners if:

 

(A) It is unlawful to carry on the partnership business with that partner;

 

(B) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes or a court order charging the partner's interest which has not been foreclosed;

 

(C) Within ninety (90) days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

 

(D) A partnership that is a partner has been dissolved and its business is being wound up.

 

(v) On application by the partnership or another partner, the partner's expulsion by judicial decree because:

 

(A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

 

(B) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under W.S. 17-21-404; or

 

(C) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner.

 

(vi) The partner's:

 

(A) Becoming a debtor in bankruptcy;

 

(B) Executing an assignment for the benefit of creditors;

 

(C) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property; or

 

(D) Failing within ninety (90) days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety (90) days after the expiration of a stay to have the appointment vacated.

 

(vii) In the case of a partner who is an individual:

 

(A) The partner's death;

 

(B) The appointment of a guardian or general conservator for the partner; or

 

(C) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement.

 

(viii) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely the substitution of a successor trustee;

 

(ix) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely the substitution of a successor personal representative; or

 

(x) Termination of a partner who is not an individual, partnership, corporation, trust or estate.

 

17-21-602. Partner's wrongful dissociation.

 

(a) A partner's dissociation is wrongful only if:

 

(i) It is in breach of an express provision of the partnership agreement; or

 

(ii) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:

 

(A) The partner withdraws by express will, unless the withdrawal follows the dissociation of another partner and results in a right to dissolve the partnership under W.S. 17-21-801(a)(ii)(A);

 

(B) The partner is expelled by judicial decree under W.S. 17-21-601; or

 

(C) In case of a partner who is not an individual, trust other than a business trust or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.

 

(b) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. That liability is in addition to any other liability of the partner to the partnership or to the other partners.

 

17-21-603. Effect of partner's dissociation.

 

 

(a) A dissociated partner's interest in the partnership shall be purchased pursuant to article 7 of this chapter unless the partner's dissociation results in a dissolution and winding up of the partnership business under article 8 of this chapter.

 

(b) Upon a partner's dissociation, that partner's right to participate in the management and conduct of the partnership business is terminated, except as provided in W.S. 17-21-804, and that partner's duties under:

 

(i) W.S. 17-21-404(b)(i) and (ii) and (d) continue only with regard to matters or events that occurred before the dissociation; and

 

(ii) W.S. 17-21-404(b)(iii) terminate.

 

ARTICLE 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

 

17-21-701. Purchase of dissociated partner's interest.

 

 

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under W.S. 17-21-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section.

 

(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under W.S. 17-21-808(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. In either case, the sale price of the partnership assets shall be determined on the basis of the amount that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell, and with knowledge of all relevant facts. Interest shall be paid from the date of dissociation to the date of payment.

 

(c) Damages for wrongful dissociation under W.S. 17-21-602(b) and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.

 

(d) A partnership shall indemnify a dissociated partner against all partnership liabilities incurred before the dissociation, except liabilities then unknown to the partnership, and against all partnership liabilities incurred after the dissociation, except liabilities incurred by an act of the dissociated partner under W.S. 17-21-702. For purposes of this subsection, a liability not known to a partner other than the dissociated partner is not known to the partnership.

 

(e) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty (120) days after a written demand for payment, the partnership shall pay or cause to be paid in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section.

 

(f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment and the other terms and conditions of the obligation.

 

(g) The payment or tender required by subsection (e) or (f) of this section shall be accompanied by the following:

 

(i) A statement of partnership assets and liabilities as of the date of dissociation;

 

(ii) The latest available partnership balance sheet and income statement, if any;

 

(iii) An explanation of how the estimated amount of the payment was calculated; and

 

(iv) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty (120) days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section or other terms of the purchase obligation.

 

(h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall be adequately secured and bear interest.

 

(j) A dissociated partner may maintain an action against the partnership pursuant to W.S. 17-21-406(b)(ii)(B), to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section or other terms of the purchase obligation. The action shall be commenced within one hundred twenty (120) days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against any other party, if the court finds that the other party acted arbitrarily, vexatiously or not in good faith, including the partnership's failure to tender payment or an offer to pay or to comply with the requirements of subsection (g) of this section.

 

17-21-702. Dissociated partner's power to bind and liability to partnership.

 

 

(a) For two (2) years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, is bound by an act of the dissociated partner that would have bound the partnership under W.S. 17-21-301 before dissociation only if the other party to the transaction:

 

(i) Reasonably believes when entering the transaction that the dissociated partner is a partner at that time;

 

(ii) Does not have notice of the partner's dissociation; and

 

(iii) Is not deemed to have notice under W.S. 17-21-303(e) or 17-21-704.

 

(b) A dissociated partner is liable to the partnership for any loss caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation, for which the partnership is liable under subsection (a) of this section.

 

17-21-703. Dissociated partner's liability to other persons.

 

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation except as provided in subsection (b) of this section.

 

(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is personally liable as a partner to the other party on account of a partnership obligation incurred in connection with a transaction entered into by the partnership or a surviving partnership under article 9 of this chapter, within two (2) years after the partner's dissociation, only if:

 

(i) The other party to the transaction:

 

(A) Reasonably believes when entering the transaction that the dissociated partner is a partner at that time;

 

(B) Does not have notice of the partner's dissociation; and

 

(C) Is not deemed to have notice under W.S. 17-21-303(e) or 17-21-704; and

 

(ii) The obligation is one on account of which the partner would be personally liable under W.S. 17-21-306 if the partner had not dissociated.

 

(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

 

(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.

 

17-21-704. Statement of dissociation.

 

 

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of W.S. 17-21-303(d) and (e).

 

(b) For purposes of W.S. 17-21-702 and 17-21-703(b), a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed.

 

17-21-705. Continued use of partnership name.

 

Continued use of a partnership name, or a dissociated partner's name as part thereof, by the partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

 

ARTICLE 8 - WINDING UP PARTNERSHIP BUSINESS

 

17-21-801. Events causing dissolution and winding up of partnership business.

 

 

(a) A partnership is dissolved and its business shall be wound up only upon:

 

(i) Except as provided in W.S. 17-21-802, receipt by a partnership at will of notice from a partner, other than a partner who is dissociated under W.S. 17-21-601(a)(ii) through (x), of that partner's express will to withdraw as a partner or upon any later date specified in the notice;

 

(ii) In a partnership for a definite term or particular undertaking:

 

(A) Except as provided in W.S. 17-21-802, within ninety (90) days after a partner's wrongful dissociation under W.S. 17-21-602 or a partner's dissociation by death or otherwise under W.S. 17-21-601(a)(vi) through (x), receipt by the partnership of notice from another partner of that partner's express will to withdraw as a partner;

 

(B) The express will of all the partners; or

 

(C) The expiration of the term or the completion of the undertaking unless all the partners agree to continue the business, in which case the partnership agreement is deemed amended retroactively to provide that the expiration or completion does not result in the dissolution and winding up of the partnership business.

 

(iii) An event agreed to in the partnership agreement resulting in the winding up of the partnership business, unless all the partners agree to continue the business, in which case the partnership agreement is deemed amended retroactively to provide that the event does not result in the dissolution and winding up of the partnership business;

 

(iv) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but any cure of illegality within ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

 

(v) On application by a partner, a judicial decree that:

 

(A) The economic purpose of the partnership is likely to be unreasonably frustrated;

 

(B) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or

 

(C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.

 

(vi) On application by a transferee of a partner's transferable interest, a judicial decree that it is equitable to wind up the partnership business:

 

(A) If the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer, after the expiration of the term or completion of the undertaking; or

 

(B) If the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer, at any time.

 

17-21-802. Dissolution deferred ninety days.

 

 

(a) Except as provided in subsection (b) of this section, a partnership of more than two (2) persons is not dissolved until ninety (90) days after receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A) and its business may be continued until that date as if no notice were received. Before that date, the partner who gave the notice may waive the right to have the partnership business wound up. If there is no waiver before that date, the partnership is dissolved and its business must be wound up.

 

(b) A partnership may be dissolved at any time during the ninety (90) day period and its business wound up by the express will of at least one-half (1/2) of the other partners.

 

(c) After receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A), the partner who gave the notice:

 

(i) Has no rights in the management and conduct of the partnership business if it is continued under subsection (a) of this section, but may participate in winding up the business under W.S. 17-21-804 if the partnership is dissolved on or before the expiration of the ninety (90) day period pursuant to subsection (a) or (b) of this section;

 

(ii) Is liable for obligations incurred during the period only to the extent a dissociated partner would be liable under W.S. 17-21-702(b) or 17-21-703(b), but is not liable for contributions for and shall be indemnified by the other partners against any partnership liability incurred by another partner to the extent the liability is not appropriate for winding up the partnership business; and

 

(iii) With respect to profits or losses incurred during the period, shall be credited with a share of any profits but shall be charged with a share of any losses only to the extent of profits credited for the period.

 

17-21-803. Partnership continues after dissolution.

 

A partnership continues after dissolution until the winding up of its business is completed, at which time the partnership is terminated.

 

17-21-804. Right to wind up partnership business.

 

 

(a) After dissolution, a partner who has not wrongfully dissociated has a right to participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the court, for good cause, may order judicial supervision of the winding up.

 

(b) The legal representative of the last surviving partner may wind up a partnership's business.

 

(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to W.S. 17-21-808 and perform other necessary acts, including settlement of disputes by mediation or arbitration.

 

17-21-805. Partner's power to bind partnership after dissolution.

 

 

(a) Subject to W.S. 17-21-806, a partnership is bound by a partner's act after dissolution that:

 

(i) Is appropriate for winding up the partnership business; or

 

(ii) Would have bound the partnership under W.S. 17-21-301 before dissolution, if the other party to the transaction does not have notice of the dissolution.

 

17-21-806. Statement of dissolution.

 

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.

 

(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of W.S. 17-21-303(d) and is a limitation on authority for the purposes of W.S. 17-21-303(e).

 

(c) For purposes of W.S. 17-21-301 and 17-21-805, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.

 

(d) After filing and where appropriate, recording a statement of dissolution, the dissolved partnership may file and where appropriate, record a statement of partnership authority which shall operate with respect to a person not a partner as provided in W.S. 17-21-303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

 

17-21-807. Partner's liability to other partners after dissolution.

 

(a) Except as provided in subsection (b) of this section and W.S. 17-21-802(c)(ii), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under W.S. 17-21-805 for which the partner is personally liable under W.S. 17-21-306.

 

 

 

(b) A partner who, with knowledge of the winding up, incurs a partnership liability under W.S. 17-21-805(a)(ii) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any loss caused to the partnership arising from that liability.

 

17-21-808. Settlement of accounts among partners.

 

(a) In winding up the partnership business, the assets of the partnership shall be applied to discharge its obligations to creditors, including partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions pursuant to subsection (b) of this section.

 

(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to that partner's positive balance. A partner shall contribute to the partnership an amount equal to that partner's negative balance only to the extent that negative balance is attributable to an obligation for which that partner is personally liable under W.S. 17-21-306.

 

(c) To the extent not taken into account in settling the accounts among partners pursuant to subsection (b) of this section, each partner shall contribute in the proportion in which the partner shares partnership losses, the amount necessary to satisfy those partnership obligations for which the partner is personally liable under W.S. 17-21-306. If a partner fails or is not obligated to contribute, the other partners shall contribute in the proportions in which the partners share partnership losses, the additional amount necessary to satisfy those partnership obligations for which the partners are personally liable under W.S. 17-21-306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations but only to the extent such contributions are made on account of obligations for which the other partners are liable under W.S. 17-21-306.

 

(d) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership under subsection (b) of this section.

 

(e) An assignee for the benefit of creditors of a partnership or a partner or a person appointed by the court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership under subsection (b) of this section.

 

ARTICLE 9 - CONVERSIONS AND MERGERS

 

17-21-901. Conversion of partnership to limited partnership.

 

(a) A partnership may be converted to a limited partnership pursuant to this section.

 

(b) The terms and conditions of a conversion of a partnership to a limited partnership shall be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement.

 

(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership which satisfies the requirements of W.S. 17-14-301 and includes:

 

(i) A statement that the partnership was converted to a limited partnership from a partnership;

 

(ii) Its former name; and

 

(iii) A statement of the number of votes cast by the partners for and against the conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.

 

(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.

 

(e) A partner who becomes a limited partner as a result of the conversion remains liable as a partner for an obligation incurred by the partnership before the conversion takes effect for which the partner is personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the partner is liable for an obligation incurred by the limited partnership within ninety (90) days after the conversion takes effect for which a general partner would be personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808. The partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act.

 

17-21-902. Conversion of limited partnership to partnership.

 

(a) A limited partnership may be converted to a partnership pursuant to this section.

 

(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all the partners.

 

(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership pursuant to W.S. 17-14-303.

 

(d) The conversion takes effect when the certificate of limited partnership is canceled.

 

(e) A limited partner who becomes a partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The limited partner is liable as a partner for an obligation of the partnership for which the partner is personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808 incurred after the conversion takes effect.

 

17-21-903. Effect of conversion; entity unchanged.

 

 

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.

 

(b) When a conversion takes effect:

 

(i) All property owned by the converting partnership or limited partnership remains vested in the converted entity;

 

(ii) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and

 

(iii) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.

 

17-21-904. Merger of partnerships.

 

 

(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one (1) or more partnerships or limited partnerships.

 

(b) The plan of merger shall set forth:

 

(i) The name of each partnership or limited partnership that is a party to the merger;

 

(ii) The name of the surviving entity into which the other partnerships or limited partnerships will merge;

 

(iii) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;

 

(iv) The terms and conditions of the merger;

 

(v) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into cash or other property in whole or part; and

 

(vi) The street address of the surviving entity's chief executive office.

 

(c) The plan of merger shall be approved:

 

(i) In the case of a partnership that is a party to the merger, by all the partners or a number or percentage specified for merger in the partnership agreement; and

 

(ii) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and in the absence of such specifically applicable law, by all the partners notwithstanding a provision to the contrary in the partnership agreement.

 

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

 

(e) The merger takes effect on the later of:

 

(i) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;

 

(ii) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

 

(iii) Any effective date specified in the plan of merger.

 

17-21-905. Effect of merger.

 

 

(a) When a merger takes effect:

 

(i) Every partnership or limited partnership that is a party to the merger other than the surviving entity ceases to exist;

 

(ii) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;

 

(iii) All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and

 

(iv) An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding.

 

(b) The secretary of state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office and of any change of address. Upon receipt of process, the secretary of state shall mail a copy of the process to the surviving foreign partnership or limited partnership.

 

(c) A partner of the surviving partnership or limited partnership is liable for:

 

(i) All obligations of a party to the merger for which the partner was personally liable before the merger;

 

(ii) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of that entity; and

 

(iii) All obligations of the surviving entity incurred after the merger takes effect.

 

(d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in W.S. 17-21-808(c) as if the merged party were dissolved.

 

(e) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under W.S. 17-21-701. The surviving entity is bound under W.S. 17-21-702 by an act of a partner dissociated under this subsection and the partner is liable under W.S. 17-21-703 for transactions entered into by the surviving entity after the merger takes effect.

 

17-21-906. Statement of merger.

 

 

(a) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.

 

(b) A statement of merger shall contain:

 

(i) The name of each partnership or limited partnership that is a party to the merger;

 

(ii) The name of the surviving entity into which the other partnerships or limited partnership were merged;

 

(iii) The street address of the surviving entity's chief executive office and of an office in this state, if any; and

 

(iv) Whether the surviving entity is a partnership or limited partnership.

 

(c) Except as provided in subsection (d) of this section and for purposes of W.S. 17-21-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.

 

(d) For purposes of W.S. 17-21-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger with the appropriate county clerk.

 

(e) A filed and where appropriate, recorded statement of merger, executed and declared to be accurate pursuant to W.S. 17-21-105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section.

 

17-21-907. Nonexclusive.

 

This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.

 

ARTICLE 10 - MISCELLANEOUS PROVISIONS

 

17-21-1001. Uniformity of application and construction.

 

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

 

17-21-1002. Short title.

 

This chapter may be cited as the "Uniform Partnership Act."

 

17-21-1003. Application to existing relationships.

 

 

(a) Except as otherwise provided in this section, this chapter applies to all partnerships in existence on January 1, 1994 that were formed under the Wyoming Partnership Act or any predecessor law providing for the formation, operation and liquidation of partnerships.

 

(b) W.S. 17-21-802 does not apply to a partnership in existence on January 1, 1994 unless the partners agree otherwise.

 

(c) This chapter does not impair the obligations of a contract existing on January 1, 1994 or affect an action or proceeding begun or right accrued before January 1, 1994.

 

(d) A judgment against a partnership or a partner in an action commenced before January 1, 1994 may be enforced in the same manner as a judgment rendered before January 1, 1994.

 

ARTICLE 11 - REGISTERED LIMITED LIABILITY PARTNERSHIPS

 

17-21-1101. Registered limited liability partnerships.

 

(a) To become a registered limited liability partnership, a partnership shall file with the office of the secretary of state a statement of registration as a registered limited liability partnership. The statement of registration shall state:

 

(i) The name of the partnership;

 

(ii) The address of its principal office and the name of the registered agent for service of process in this state at such address which, if in this state, shall be its registered office for service of process;

 

(iii) If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership will be required to maintain;

 

(iv) A brief statement of the business in which the partnership engages;

 

(v) Any other matters that the partnership determines to include; and

 

(vi) That the partnership thereby registers as a registered limited liability partnership.

 

(b) The statement of registration shall be executed by one (1) or more partners authorized to execute a statement of registration. The statement of registration shall be accompanied by a written consent to appointment manually signed by the registered agent.

 

(c) Repealed By Laws 2000, Ch. 35, 2.

 

(d) The secretary of state shall register as a registered limited liability partnership any partnership that submits a statement of registration that substantially complies with this section and the required fee.

 

(e) Repealed By Laws 2000, Ch. 35, 2.

 

(f) Registration is effective immediately upon the filing of a statement of registration or at any later date or time specified in the statement of registration, and remains effective until:

 

(i) It is voluntarily withdrawn by filing with the office of the secretary of state a written statement of withdrawal executed by one (1) or more partners authorized to execute a statement of withdrawal; or

 

(ii) Sixty (60) days after the first date of publication by the office of the secretary of state of notice that the partnership has failed to make timely payment of the annual fee specified in subsection (n) of this section, unless the fee is paid within the sixty (60) day period. The secretary of state shall mail such notice by first class mail to the last known mailing address of the partnership and shall publish the notice once a week for two (2) consecutive weeks, in a newspaper of general circulation in the county in which the registered office of the partnership is located. Notwithstanding any other provisions of this paragraph, any domestic registered limited liability partnership whose statement of registration has lapsed under this paragraph may be reinstated as provided in W.S. 17-21-1107.

 

(g) A registered limited liability partnership registered under this chapter ceases to be a registered limited liability partnership upon filing with the office of the secretary of state a statement of withdrawal as a registered limited liability partnership, which shall set forth:

 

(i) The name of the registered limited liability partnership;

 

(ii) The date of filing of the initial statement of registration;

 

(iii) The reason for filing the statement of withdrawal;

 

(iv) The effective date (which shall be a date certain) of withdrawal if it is not to be effective on the filing of the statement of withdrawal, provided that any effective date other than the date of filing of the statement of withdrawal shall be a date subsequent to the filing; and

 

(v) Any other information the partners determine to include therein.

 

(h) The filing of a statement of withdrawal by or on behalf of a partnership pursuant to this section shall be effective only to cancel the partnership's registration as a limited liability partnership, and shall not, unless it specifically so provides, indicate the dissolution of the partnership.

 

(j) A partnership becomes a registered limited liability partnership at the time of the filing of the initial statement of registration with the office of the secretary of state or at any later date or time specified in the statement of registration if, in either case, there has been substantial compliance with the requirements of this chapter. A partnership continues as a registered limited liability partnership if there has been substantial compliance with the requirements of this chapter. The status of a partnership as a registered limited liability partnership and the liability of a partner of such registered limited liability partnership shall not be affected by errors or subsequent changes in the information stated in a statement of registration under subsection (a) of this section or a statement of renewal under subsection (e) of this section. The filing of a statement of withdrawal shall not affect the liability of the partners for debts, obligations or liabilities of the partnership incurred, assumed or arising prior to the date of the statement of withdrawal.

 

(k) The fact that a statement of registration or a statement of renewal is on file with the office of the secretary of state is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the statement of registration or statement of renewal.

 

(m) The secretary of state shall provide forms for a statement of registration under subsection (a) of this section or a statement of renewal.

 

(n) An initial registration fee of one hundred dollars ($100.00) shall be paid to the secretary of state. In addition each registered limited liability partnership and foreign limited liability partnership shall annually comply with and pay the fees provided by W.S. 17-16-1630(a) through (e) as if it were a corporation. Any registered foreign limited liability partnership transacting business in this state without registering or annually maintaining its registration is subject to the penalties provided by W.S. 17-16-1502(d).

 

(o) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all registered limited liability partnerships.

 

17-21-1102. Effect of registration; entity unchanged.

 

(a) A partnership that has registered pursuant to this article is for all purposes of the laws of this state the same entity that existed before the registration.

 

(b) When registration takes effect:

 

(i) All property owned by the registering partnership remains vested in the registered partnership;

 

(ii) All obligations of the registering partnership continue as obligations of the registered partnership; and

 

(iii) An action or proceeding pending against the registering partnership may be continued as if the registration had not occurred.

 

(c) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and its business continues without winding up the partnership affairs and without liquidating or terminating the partnership, the registration of the registered limited liability partnership or the foreign registered limited liability partnership shall continue to be applicable to the partnership continuing the business, and the partnership shall not be required to file a new statement of registration or statement of renewal. The partnership continuing the business shall be deemed to have filed any documents required or permitted under this section which were filed by the dissolved partnership. The partnership continuing the business shall file a statement of renewal at such time as the dissolved partnership would have been required to file a statement of renewal.

 

(d) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and winds up its affairs, liquidates or terminates, the statement of registration or statement of renewal remains in effect as to the partnership and the partners during the period of winding up, and as to the partners subsequent to liquidation or termination as to liabilities of the partnership incurred, assumed or arising prior to liquidation or termination.

 

17-21-1103. Name of registered limited liability partnership; limited rights.

 

(a) The name of a registered limited liability partnership shall not be the same as or deceptively similar to any trademark or service mark registered in this state, shall be distinguishable upon the records of the secretary of state from other business names filed with that office and must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".

 

(b) The authorization granted by the secretary of state to file a statement of registration under a registered limited liability partnership name does not:

 

(i) Abrogate or limit the law governing unfair competition or unfair trade practices;

 

(ii) Derogate from the common law the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or

 

(iii) Create an exclusive right in geographic or generic terms contained within a name.

 

17-21-1104. Applicability of act to foreign and interstate commerce.

 

(a) A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.

 

(b) It is the intent of the legislature that the legal existence of registered limited liability partnerships formed pursuant to an agreement governed by this chapter be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the constitution of the United States.

 

(c) Notwithstanding W.S. 17-21-106, the internal affairs of registered limited liability partnerships, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership or another partner or partners and the liability of partners to the partnership and other partners, shall be subject to and governed by the laws of this state.

 

(d) Before transacting business in this state, a foreign registered limited liability partnership shall:

 

(i) Comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged; and

 

(ii) File a statement of registration as a foreign registered limited liability partnership with the office of the secretary of state, on such forms as the secretary shall provide, stating:

 

(A) The name of the partnership;

 

(B) The jurisdiction under the laws of which govern its partnership agreement and under which it is registered as a limited liability partnership;

 

(C) The address of its principal office which, if in this state, shall be its registered office for service of process;

 

(D) If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership will be required to maintain;

 

(E) A brief statement of the business in which the partnership engages;

 

(F) Any other information that the partnership determines to include; and

 

(G) A statement that the partnership is a registered limited liability partnership.

 

(e) Repealed By Laws 2000, Ch. 35, 2.

 

(f) A foreign registered limited liability partnership registered to transact business in this state may withdraw its registration as a foreign registered limited liability partnership by filing with the office of the secretary of state a statement of withdrawal as a foreign registered limited liability partnership, which shall set forth:

 

(i) The name of the foreign registered limited liability partnership and the state or other jurisdiction under whose jurisdiction it is or was registered as a registered limited liability partnership;

 

(ii) That the foreign registered limited liability partnership is not transacting business in this state and that it surrenders its registration to transact business in this state;

 

(iii) That the foreign registered limited liability partnership revokes the authority of its registered agent in this state to accept service of process and appoints the secretary of state as its agent for service of process in any action, suit or proceeding based upon any cause of action arising during the time the foreign registered limited liability partnership was registered to transact business in this state; and

 

(iv) A mailing address to which the secretary of state may mail a copy of any process served on him in his capacity as agent for such registered limited liability partnership.

 

(g) The failure of a foreign registered limited liability partnership to file a statement of registration or a statement of renewal pursuant to W.S. 17-21-1101 or to appoint and maintain a registered agent in this state shall not affect the liability of the partners or impair the validity of any contract or act of the foreign registered limited liability partnership and shall not prevent the foreign registered limited liability partnership from defending any action or proceeding in any court of this state, but the foreign registered limited liability partnership shall not maintain any action or proceeding in any court of this state until it has filed a statement of registration. A foreign registered limited liability partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

 

(h) The name of a foreign registered limited liability partnership doing business in this state shall not be the same as or deceptively similar to any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names filed with that office. A foreign limited liability partnership must use a name which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".

 

(j) The laws under which a foreign limited liability partnership is formed govern relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.

 

(k) The authorization granted by the secretary of state to file a statement of registration under a foreign registered limited liability partnership name does not:

 

(i) Abrogate or limit the law governing unfair competition or unfair trade practices;

 

(ii) Derogate from the common law the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or

 

(iii) Create an exclusive right in geographic or generic terms contained within a name.

 

17-21-1105. Registered limited liability partnership by licensed persons.

 

Nothing in this act shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law or the law of another jurisdiction from forming a registered limited liability partnership if the applicable licensing statutes do not prohibit it and the licensing body does not prohibit it by rule or regulation adopted consistent with the appropriate licensing statute. Each licensed professional offering professional services through a registered limited liability partnership shall retain their professional license in good standing and shall be subject to all rules, regulations, standards and requirements pertaining thereto.

 

17-21-1106. Statement of continuance.

 

(a) Any foreign registered limited liability partnership, except partnerships acting as an insurer as defined in W.S. 26-1-102(a)(xvi) or acting as a financial institution as defined in W.S. 13-1-101(a)(ix), may register with the secretary of state to continue as a registered limited liability partnership in this state.

 

(b) To become a registered limited liability partnership, the foreign registered limited liability partnership shall file with the office of the secretary of state a statement of continuance that meets the following requirements:

 

(i) Complies with the provisions of W.S. 17-21-1101, including payment of the registration fee;

 

(ii) Contains written confirmation from the state in which the partnership was formed that the partnership's registered domicile in that state is terminated or will be terminated upon continuance in this state;

 

(iii) Includes a certified copy of the partnership's original statement of registration as a registered limited liability partnership;

 

(iv) Contains a statement of duration of the partnership from the date of formation to present;

 

(v) Contains a statement that the partnership will abide by the constitution and laws of this state;

 

(vi) Contains any additional information necessary to enable the secretary of state to determine whether the foreign registered limited liability partnership is entitled to continue in this state as a registered limited liability partnership.

 

(c) The secretary of state shall register as a registered limited liability partnership any partnership that submits the required fee and a statement of continuance that substantially complies with this section.

 

(d) Registration is effective immediately upon the filing of the statement of continuance or at any later date or time specified in the statement. Upon the effective date, the laws of Wyoming shall apply to the partnership as a registered limited liability partnership.

 

(e) Except for the purpose of W.S. 16-6-101 through 16-6-121, the existence of any registered limited liability partnership registered upon a statement of continuance shall be deemed to have commenced on the date the partnership was originally registered under the laws of another state.

 

(f) The continuance shall not affect the ownership of partnership property, liability for any existing obligation, cause of action, claim, pending or threatened prosecution, civil or administrative action, conviction, ruling, order or judgment. The continuance does not deprive a partner of any right or privilege, nor relieve a partner of any liability.

 

17-21-1107. Reinstatement following lapse of registration.

 

(a) A domestic registered limited liability partnership whose registration has lapsed for failure to pay fees as provided in W.S. 17-21-1101(f)(ii) may apply to the secretary of state for reinstatement within two (2) years after the effective date of lapse. The application shall recite the name of the domestic registered limited liability partnership and the effective date of its lapse of registration.

 

(b) A domestic registered limited liability partnership applying for reinstatement pursuant to subsection (a) of this section shall include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed by the secretary of state by rule.

 

(c) If the secretary of state determines that the application contains the information required by subsection (a) of this section, that the information is correct and the application contains the fees and taxes required by subsection (b) of this section, he shall prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and return a copy to the domestic registered limited liability partnership.

 

(d) When the reinstatement is effective, it relates back and takes effect as of the effective date of the lapse of registration pursuant to W.S. 17-21-1101(f)(ii) and the domestic registered limited liability partnership resumes carrying on its business as if the lapse of registration had never occurred.

 

(e) The domestic registered limited liability partnership shall retain its registered name during the two (2) year reinstatement period.