Also known as: UPA 2001 · Uniform Parentage Act (2001) · Uniform Parentage Act 2001 · Uniform Parentage Act · UPA
Written by attorneys · grounded in primary & secondary sources — see below
A uniform statute governing the formation, operation, dissociation, and dissolution of general partnerships. It separates a judgment against the partnership from enforcement against individual partners and requires creditors to satisfy statutory prerequisites before levying on a partner's separate assets.
Alice and Bob operate a consulting partnership. A creditor obtains a judgment against the partnership for unpaid fees. The court holds that the creditor must first exhaust partnership assets and meet UPA (2001) prerequisites before levying on Alice's or Bob's separate personal assets.
Two partners in a ranching business disagree on continuing operations after one seeks judicial dissolution. The court orders sale of all partnership assets and cash distribution of any surplus rather than permitting one partner to buy out the other, because the Revised Uniform Partnership Act requires liquidation when carrying on the business is no longer reasonably practicable.
Select any source to read its text and confirm it supports the definition.
No. A judgment against the partnership is not a judgment against any partner. The creditor must obtain a personal judgment against the partner or satisfy other statutory conditions under UPA § 307 before levying on separate assets.
A partnership is bound if the act is appropriate for winding up or if the act would have bound the partnership before dissolution and the third party lacked knowledge or notice of the dissolution.
Failure to register does not impair the validity of contracts but bars the LLP from maintaining an action in the state until it registers, provided it is doing business there.
When property is held in the names of partners with an indication of their partner status, the persons in whose names it is held may convey title by an instrument of transfer, even if one partner exceeds internal authority.