7-12.1-102. Definitions.
As used in this chapter:
(1) “Business” includes every trade, occupation, and profession.
(2) “Contribution”, except in the phrase “right of contribution”, means property or a
benefit described in § 7-12.1-403 which is provided by a person to a partnership to become a partner or in the person’s
capacity as a partner.
(3) “Debtor in bankruptcy” means a person that is the subject of:
(i) An order for relief under Title 11 of the United States Code or a comparable order
under a successor statute of general application; or
(ii) A comparable order under federal, state, or foreign law governing insolvency.
(4) “Delivering/delivered” means either physically transferring a paper document to the
secretary of state or transferring a document to the secretary of state by electronic
transmission through a medium provided and authorized by the secretary of state.
(5) “Distribution” means a transfer of money or other property from a partnership to a
person on account of a transferable interest or in a person’s capacity as a partner.
The term:
(i) Includes:
(A) A redemption or other purchase by a partnership of a transferable interest; and
(B) A transfer to a partner in return for the partner’s relinquishment of any right to
participate as a partner in the management or conduct of the partnership’s business
or have access to records or other information concerning the partnership’s business;
and
(ii) Does not include amounts constituting reasonable compensation for present or past
service or payments made in the ordinary course of business under a bona fide retirement
plan or other bona fide benefits program.
(6) “Electronic transmission” means any form of communication, not directly involving
the physical transmission of paper, that creates a record that may be retained, retrieved,
and reviewed by a recipient thereof, and that may be directly reproduced in paper
form by such a recipient through an automated process.
(7) “Foreign limited liability partnership” means a foreign partnership whose partners
have limited liability for the debts, obligations, or other liabilities of the foreign
partnership under a provision similar to § 7-12.1-306(c).
(8) “Foreign partnership” means an unincorporated entity formed under the law of a jurisdiction
other than this state which would be a partnership if formed under the law of this
state. The term includes a foreign limited liability partnership.
(9) “Jurisdiction”, used to refer to a political entity, means the United States, a state,
a foreign country, or a political subdivision of a foreign country.
(10) “Jurisdiction of formation” means the jurisdiction whose law governs the internal
affairs of an entity.
(11) “Limited liability partnership”, except in the phrase “foreign limited liability partnership”
and in Article 11 of this chapter, means a partnership that has filed a statement
of qualification under § 7-12.1-901 and does not have a similar statement in effect in any other jurisdiction.
(12) “Partner” means a person that:
(i) Has become a partner in a partnership under § 7-12.1-402 or was a partner in a partnership when the partnership became subject to this chapter
under § 7-12.1-110; and
(ii) Has not dissociated as a partner under § 7-12.1-601.
(13) “Partnership”, except in Article 11 of this chapter, means an association of two (2)
or more persons to carry on as co-owners of a business for profit formed under this
chapter or that becomes subject to this chapter under Article 11 of this chapter or
§ 7-12.1-110. The term includes a limited liability partnership.
(14) “Partnership agreement” means the agreement, whether or not referred to as a partnership
agreement and whether oral, implied, in a record, or in any combination thereof, of
all the partners of a partnership concerning the matters described in § 7-12.1-105. The term includes the agreement as amended or restated.
(15) “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.
(16) “Person” means an individual, business corporation, nonprofit corporation, partnership,
limited partnership, limited liability company, general cooperative association, limited
cooperative association, unincorporated nonprofit association, statutory trust, business
trust, common-law business trust, estate, trust, association, joint venture, public
corporation, government or governmental subdivision, agency, or instrumentality, or
any other legal or commercial entity.
(17) “Principal office” means the principal executive office of a partnership or a foreign
limited liability partnership, whether or not the office is located in this state.
(18) “Property” means all property, whether real, personal, or mixed or tangible or intangible,
or any right or interest therein.
(19) “Record”, used as a noun, means information that is inscribed on a tangible medium
or that is stored in an electronic or other medium and is retrievable in perceivable
form.
(20) “Registered agent” means an agent of a limited liability partnership or foreign limited
liability partnership which is authorized to receive service of any process, notice,
or demand required or permitted by law to be served on the partnership.
(21) “Registered foreign limited liability partnership” means a foreign limited liability
partnership that is registered to do business in this state pursuant to a statement
of registration filed with the secretary of state.
(22) “Sign” means, with present intent to authenticate or adopt a record:
(i) To execute or adopt a tangible symbol; or
(ii) To attach to or logically associate with the record an electronic symbol, sound, or
process.
(23) “Signature” or “signed” or “executed” means an original signature, facsimile, or an
electronically transmitted signature submitted through a medium provided and authorized
by the secretary of state.
(24) “State” means a state of the United States, the District of Columbia, Puerto Rico,
the United States Virgin Islands, or any territory or insular possession subject to
the jurisdiction of the United States.
(25) “Transfer” includes:
(i) An assignment;
(ii) A conveyance;
(iii) A sale;
(iv) A lease;
(v) An encumbrance, including a mortgage or security interest;
(vi) A gift; and
(vii) A transfer by operation of law.
(26) “Transferable interest” means the right, as initially owned by a person in the person’s
capacity as a partner, to receive distributions from a partnership, whether or not
the person remains a partner or continues to own any part of the right. The term applies
to any fraction of the interest, by whomever owned.
(27) “Transferee” means a person to which all or part of a transferable interest has been
transferred, whether or not the transferor is a partner.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective
January 1, 2023.
