What does Lawsmith draft for a partnership agreement?

A general or limited liability partnership: contributions, profits, management, exits. You start from the matter's documents, describe it in your own words, or answer plain intake questions, and the draft comes back as an editable Word document for your review.

Where do the citations come from?

From the statutes, court rules, regulations and forms Lawsmith has saved from each state's government publishers, with the date each text was read and a label saying whether it is the official text. Before writing, the drafter must quote the saved text behind each citation; a citation with no checked quotation reaches you marked for verification.

Is it reviewed by an attorney?

No. Every draft is a first draft for a licensed attorney's review before it is signed, filed or sent. Each citation in it quotes the text Lawsmith has on file or is marked for verification.

Five documents free, no card. After that, Professional is $499 a month for one attorney.

Partnership Agreement for attorneys in 13 states, drafted from published statutes

What you get

An editable Word document, drafted from your answers and the state's published law.
A proof of sources: every citation in the draft with the words it quotes, the source and whether it is the official text, the date the text was saved and its fingerprint.
Notes for counsel listing each point marked [VERIFY], each blank and each choice left for the client.

What the intake asks

Plain questions, in the order an attorney would take the facts. Anything left blank stays a marked blank in the draft; nothing is invented to fill it.

The partnership

Your client is
Partnership name
The business
Partners

Money

Contributions and loans
Profits, losses and distributions

Governance

Management and voting
Management terms
Partners' duties and outside activities
Books, bank and records

Changes

Transfers of a partner's interest
Withdrawal, death, disability and expulsion
Dissolution and winding up
Disputes and other terms

Signing

How will this be signed
Other instructions or open decisions

Where it is offered

Every state Lawsmith has sources for:

California Connecticut Delaware District of Columbia Florida Maryland Massachusetts New Jersey New York Ohio Pennsylvania Texas Virginia

Sources on file

The drafter works from the texts Lawsmith has saved for this document in the state you choose, plus federal law where it applies. Each is read from its government publisher and dated, and labelled official only where the state designates that text official.

State	Sources for this document
California	18
Connecticut	16
Delaware	18
District of Columbia	18
Florida	18
Maryland	18
Massachusetts	18
New Jersey	18
New York	18
Ohio	23
Pennsylvania	18
Texas	22
Virginia	22

Among them, for New Jersey:

N.J.S.A. 2A:14-1: 6 years
N.J.S.A. 42:1A-10 Formation of partnership; rules for determining formation
N.J.S.A. 42:1A-15 Statement of partnership authority; filing
N.J.S.A. 42:1A-18 Partnership obligations; liability of partners.
N.J.S.A. 42:1A-2 Definitions relative to partnerships

The law on file, state by state

What the drafter reads for this document in each state, from the publisher's own pages. A listed text is on file; whether it governs your matter is your call. The collection does not establish complete legal coverage.

California

Cal. Corp. Code § 16401. Partner's rights and duties: contributions, profits, losses, management statute
Text of the default rules: each partner has an account credited with contributions and share of profits and charged with distributions and share of losses, partners share profits equally and losses in proportion to…
Cal. Corp. Code § 16953. Registration as a registered limited liability partnership statute
To become a registered limited liability partnership a partnership files a registration with the Secretary of State stating its name, offices, agent for service, a brief statement of its business, and the other listed…
Cal. Corp. Code § 16103. Effect of the partnership agreement; nonwaivable provisions statute
Text of California's RUPA: relations among partners and with the partnership are governed by the partnership agreement, and this chapter governs to the extent the agreement does not;
Cal. Corp. Code § 16303. Statement of partnership authority statute
A partnership may file with the Secretary of State a statement of partnership authority naming the partnership, its offices, the partners or an agent, and the authority or limits of authority of partners, with the…
Cal. Corp. Code § 16306. Partner's liability; limited liability partnership shield statute
Partners are jointly and severally liable for partnership obligations unless otherwise agreed by the claimant, a newly admitted partner is not liable for obligations incurred before admission, and subdivision (c)…
Cal. Corp. Code § 16202. Formation of a partnership statute
The association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not they intend to, an association formed under another statute is not a partnership, and subdivision…
Cal. Corp. Code § 16403. Books and records; access and information statute
A partnership keeps its books at its principal office, must give partners and former partners access to inspect and copy, and must furnish information concerning the partnership's business without demand where needed…
Cal. Corp. Code § 16801. Events causing dissolution and winding up statute
Text listing the events of dissolution: in a partnership at will, the express will of at least half the partners;
Cal. Corp. Code § 16807. Settlement of accounts on winding up statute
On winding up, partnership assets are applied first to creditors including partner-creditors, any surplus is paid to partners according to their accounts, partners contribute to cover losses in proportion to their share…
Cal. Civ. Code § 1624. Statute of frauds statute
Contract formation, interpretation and remedies text. Read the complete provision, including scope, definitions, exceptions and effective dates, before applying it to this agreement.

Connecticut

Conn. Gen. Stat. § 34-372. Events causing dissolution and winding up of partnership business statute
Connecticut dissolution rule: a partnership is dissolved and must be wound up only on the listed events, including notice of a partner's express will to withdraw from a partnership at will, the term or undertaking…
Conn. Gen. Stat. § 34-303. Effect of partnership agreement. Nonwaivable provisions statute
Connecticut rule that relations among partners and with the partnership are governed by the partnership agreement, with the Act as the default, and the list of what the agreement may not do: vary the statement rules of…
Conn. Gen. Stat. § 34-324. Statement of partnership authority statute
Connecticut rule on the optional statement of partnership authority: its required contents (name, chief executive office and Connecticut office, partner or agent names and addresses, and the partners authorized to…
Conn. Gen. Stat. § 34-338. General standards of conduct of a partner statute
Connecticut standards of conduct: the only fiduciary duties a partner owes are the duty of loyalty (to account for and hold as trustee property, profit or benefit derived from the business or its property, including…
Conn. Gen. Stat. § 34-378. Settlement of accounts and contributions among partners statute
Connecticut winding-up rule: partnership assets, including required partner contributions, are applied to creditors (including partner-creditors) and any surplus paid in cash to partners according to their accounts;
Conn. Gen. Stat. § 34-419. Domestic limited liability partnership: Filing of certificate statute
Connecticut LLP registration rule: to become a registered limited liability partnership a partnership files a certificate of limited liability partnership with the Secretary of the State stating its name (conforming to…
Conn. Gen. Stat. § 34-314. Formation of partnership statute
Connecticut formation rule: the association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not they intend one, associations formed under other statutes are not…
Conn. Gen. Stat. § 34-301. Definitions statute
Definitions for Connecticut's Uniform Partnership Act, sections 34-300 to 34-434: business, debtor in bankruptcy, distribution, document, electronic transmission, foreign registered limited liability partnership, and…
Conn. Gen. Stat. § 34-322. Partner as agent of partnership statute
Connecticut agency rule: subject to a filed statement of partnership authority, each partner is an agent of the partnership for its business, and an act apparently carrying on the ordinary course of the partnership…
Conn. Gen. Stat. § 34-327. Liability of partner. Insurance statute
Connecticut liability rule: partners are jointly and severally liable for partnership obligations unless the claimant agrees or law provides otherwise, an incoming partner is not liable for earlier obligations, and a…

Delaware

6 Del. C. § 15-801. Events causing dissolution and winding up of partnership business or affairs statute
Delaware dissolution rule: a partnership is dissolved and must be wound up only on the listed events, including notice of a partner's express will to withdraw from a partnership at will, the term or undertaking events…
6 Del. C. § 15-103. Effect of partnership agreement; nonwaivable provisions statute
Delaware rule that relations among partners and with the partnership are governed by the partnership agreement, with the chapter as the default, and the list of what the agreement may not do: vary the statement rules of…
6 Del. C. § 15-404. General standards of partner's conduct statute
Delaware standards of conduct: the only fiduciary duties a partner owes are the duty of loyalty (to account for property, profit or benefit from the business or its property, including partnership opportunities;
6 Del. C. § 15-1001. Statement of qualification of a domestic partnership statute
Delaware LLP rule: a domestic partnership may be formed as, or become, a limited liability partnership by stating so in its original partnership agreement or approving the change by the vote needed to amend the…
6 Del. C. § 15-202. Formation of partnership; powers statute
Delaware formation rule: the association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not they intend one, an association for a not-for-profit purpose forms one…
6 Del. C. § 15-303. Statement of partnership existence statute
Delaware rule on the optional statement of partnership existence: it must state the partnership's name and registered office and agent, may name partners authorized to transfer real property and state or limit partner…
6 Del. C. § 15-803. Right to wind up partnership business or affairs statute
Delaware winding-up rule: a partner at dissolution, including one who dissociated rightfully, may participate in winding up, the Court of Chancery may supervise on application for good cause, the last surviving…
6 Del. C. § 15-101. Definitions statute
Definitions for the Delaware Revised Uniform Partnership Act: business, certificate, debtor in bankruptcy, distribution, economic interest, foreign limited liability partnership, limited liability partnership,…
6 Del. C. § 15-301. Partner agent of partnership statute
Delaware agency rule: subject to a statement of partnership existence, each partner is an agent of the partnership for its business, purposes or activities, an act apparently in the ordinary course binds the partnership…
6 Del. C. § 15-306. Partner's liability statute
Delaware liability rule: partners are jointly and severally liable for partnership obligations unless the claimant agrees or law provides otherwise, an incoming partner is not liable for earlier obligations, and an…

District of Columbia

D.C. Code § 29-608.01. Events causing dissolution and winding up of partnership business statute
District of Columbia list of the only events that dissolve a partnership: notice of withdrawal in a partnership at will, the stated events in a term or undertaking partnership, an event agreed in the partnership…
D.C. Code § 29-610.01. Statement of qualification (limited liability partnership) statute
District of Columbia text: a partnership becomes a limited liability partnership by approving the terms by the vote needed to amend the partnership agreement (or its contribution provisions) and delivering to the Mayor…
D.C. Code § 29-601.04. Effect of partnership agreement; nonwaivable provisions statute
District of Columbia text: relations among the partners and with the partnership are governed by the partnership agreement, the chapter fills gaps, and the agreement may not vary the listed nonwaivable provisions…
D.C. Code § 29-603.03. Statement of partnership authority statute
District of Columbia text on the optional statement of partnership authority delivered to the Mayor for filing: its required contents (name, offices, partners or agent, partners authorized to transfer real property) and…
D.C. Code § 29-603.06. Partner's liability; limited liability partnership shield statute
District of Columbia text: partners are jointly and severally liable for partnership debts unless the claimant agrees or law provides otherwise, an incoming partner is not personally liable for earlier obligations, and…
D.C. Code § 29-604.07. General standards of partner's conduct statute
District of Columbia text: the only fiduciary duties a partner owes are the duty of loyalty (accounting for partnership property and opportunities, refraining from adverse dealing and competition) and the duty of care…
D.C. Code § 29-601.02. Definitions (Uniform Partnership Act) statute
District of Columbia definitions for the partnership chapter, including business, contribution, distribution (with the redemption and other inclusions listed), limited liability partnership, partnership agreement,…
D.C. Code § 29-602.02. Formation of partnership statute
District of Columbia text: the association of two or more persons to carry on as co-owners of a business for profit forms a partnership whether or not they intend one, associations formed under other statutes are not…
D.C. Code § 28-3901: Definitions and purposes (Consumer Protection Procedures Act) statute
D.C. Code § 29-601.06. Governing law (partnerships) statute
District of Columbia text: the internal affairs of a limited liability partnership and its partners' liability are governed by District law, and those of a partnership that is not an LLP by the law of the jurisdiction…

Florida

Fla. Stat. § 620.8801. Events causing dissolution and winding up of partnership business. statute
Florida text stating that a partnership is dissolved and its business wound up only on the listed events, beginning with notice of a partner's express will to withdraw in a partnership at will and the events stated for…
Fla. Stat. § 620.8103. Effect of partnership agreement; nonwaivable provisions. statute
Florida text stating that relations among partners and between partners and the partnership are governed by the partnership agreement, that the act governs where it does not, and listing in subsection (2) what the…
Fla. Stat. § 620.8303. Statement of partnership authority. statute
Florida text allowing a partnership to file a statement of partnership authority naming the partnership and the partners authorized to transfer real property held in its name, and optionally stating or limiting other…
Fla. Stat. § 620.8404. General standards of partner's conduct. statute
Florida text stating that a partner's only fiduciary duties are the duty of loyalty and the duty of care in subsections (2) and (3), listing the loyalty duty as accounting for partnership property, profit or benefit,…
Fla. Stat. § 620.8807. Settlement of accounts and contributions among partners. statute
Florida text stating that in winding up the partnership's assets, including required contributions, are applied to creditors including partners who are creditors, that any surplus is paid in cash according to the…
Fla. Stat. § 620.8202. Formation of partnership. statute
Florida text stating that the association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not intended, that an association formed under another statute is not a…
Fla. Stat. § 620.8101. Definitions. statute
Florida text defining the terms of the Revised Uniform Partnership Act of 1995, sections 620.81001 to 620.9902, including business, debtor in bankruptcy, distribution and the further terms.
Fla. Stat. § 620.8301. Partner agent of partnership. statute
Florida text stating that each partner is an agent of the partnership for its business, that a partner's act apparently carrying on the partnership business in the ordinary course in the area where it operates binds the…
Fla. Stat. § 620.8306. Partner's liability. statute
Florida text stating that partners are jointly and severally liable for all partnership obligations unless the claimant agrees or law provides otherwise, that a newly admitted partner is not personally liable for…
Fla. Stat. § 620.8401. Partner's rights and duties. statute
Florida text stating the default rules among partners: each partner has an account credited with contributions and the share of profits and charged with distributions and the share of losses, each partner is entitled to…

Maryland

Md. Code, Corporations and Associations § 9A-1001. Registration as a limited liability partnership statute
Maryland text: a partnership governed by Maryland law may register as a limited liability partnership by filing with the Department a certificate stating its name, purpose, principal office and resident agent, and…
Md. Code, Corporations and Associations § 9A-103. Effect of partnership agreement; nonwaivable provisions statute
Maryland text: relations among the partners and with the partnership are governed by the partnership agreement, the title fills gaps, and the agreement may not vary the listed nonwaivable provisions (statement-filing…
Md. Code, Corporations and Associations § 9A-303. Statement of partnership authority statute
Maryland text on the optional statement of partnership authority: its required contents (name, chief executive office, partners authorized to transfer real property) and optional grants or limits of authority, with the…
Md. Code, Corporations and Associations § 9A-306. Partner's liability; limited liability partnership shield statute
Maryland text: partners are jointly and severally liable for partnership obligations unless the claimant agrees or law provides otherwise, an incoming partner has the immunity § 5-420 of the Courts Article describes,…
Md. Code, Corporations and Associations § 9A-404. General standards of partner's conduct statute
Maryland text: the only fiduciary duties a partner owes are the duty of loyalty (accounting for partnership property and opportunities, refraining from adverse dealing and competition) and the duty of care (refraining…
Md. Code, Corporations and Associations § 9A-101. Definitions (Maryland Revised Uniform Partnership Act) statute
Maryland definitions for the Revised Uniform Partnership Act, including business, debtor in bankruptcy, distribution, limited liability partnership, partnership agreement and the remaining terms the title uses.
Md. Code, Corporations and Associations § 9A-202. Formation of partnership statute
Maryland text: the unincorporated association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not they intend one or call it a joint venture, a partnership may be…
Md. Code, Corporations and Associations § 9A-801. Events causing dissolution and winding up statute
Maryland list of the only events that dissolve a partnership: notice of withdrawal in a partnership at will, the stated events in a term or undertaking partnership, an event agreed in the partnership agreement,…
Md. Code, Commercial Law § 13-101: Definitions (Maryland Consumer Protection Act) statute
Consumer means an actual or prospective purchaser, lessee or recipient of consumer goods, services, realty or credit, and expressly includes a co-obligor or surety for a consumer.
Md. Code, Corporations and Associations § 9A-401. Partner's rights and duties statute
Maryland default rules for partner accounts, equal sharing of profits and losses charged in proportion to profits, reimbursement and indemnification, interest on advances, equal management rights and the voting rules…

Massachusetts

Mass. Gen. Laws ch. 108A, § 45. Registration as limited liability partnership; annual report; withdrawal; revocation statute
Massachusetts LLP registration rule: to become a registered limited liability partnership a partnership files with the state secretary a registration stating its name, principal office, federal employer identification…
Mass. Gen. Laws ch. 108A, § 21. Accounting of partner to partnership; profits statute
Massachusetts fiduciary rule: every partner must account to the partnership for any benefit and hold as trustee any profits derived without the other partners' consent from any transaction connected with the formation,…
Mass. Gen. Laws ch. 108A, § 40. Rules for settling accounts between partners statute
Massachusetts settlement rules, subject to contrary agreement: assets are partnership property plus required contributions;
Mass. Gen. Laws ch. 108A, § 42. Rights of retiring or deceased partner against person or partnership continuing business statute
Massachusetts rule that when a partner retires or dies and the business continues without a settlement of accounts, the partner or estate may, unless otherwise agreed, have the value of the interest at dissolution…
Mass. Gen. Laws ch. 108A, § 46. Name of registered limited liability partnership statute
Massachusetts rule that the name of every registered limited liability partnership must end with registered limited liability partnership, limited liability partnership, L.L.P. or LLP.
Mass. Gen. Laws ch. 108A, § 6. Partnership, defined; application to prior associations; limited partnerships statute
Massachusetts definition: a partnership is an association of two or more persons to carry on as co-owners a business for profit and includes a registered limited liability partnership, associations formed under other…
Mass. Gen. Laws ch. 108A, § 15. Joint and several liability of partners statute
Massachusetts liability rule: partners are jointly and severally liable for wrongful acts and breaches of trust chargeable to the partnership and jointly for its other debts, but a partner in a registered limited…
Mass. Gen. Laws ch. 108A, § 18. Rights and duties of partners statute
Massachusetts default rules, subject to agreement: partners are repaid contributions and share profits and surplus equally and losses in proportion to profits, the partnership indemnifies partners for payments and…
Mass. Gen. Laws ch. 108A, § 26. Interest in partnership; profits statute
Massachusetts rule that a partner's interest in the partnership is his share of the profits and surplus, and that interest is personal property. Read with sections 27 and 28 on assignment and charging orders.
Mass. Gen. Laws ch. 108A, § 29. Dissolution and winding up; definition statute
Massachusetts definition of dissolution as the change in the relation of the partners caused by any partner ceasing to be associated in carrying on, as distinguished from winding up, the business.

New Jersey

N.J.S.A. 42:1A-4 Agreement governing partners, partnership; prohibited terms statute
Relations among the partners and between the partners and the partnership are governed by the partnership agreement, and the act governs to the extent the agreement does not;
N.J.S.A. 42:1A-10 Formation of partnership; rules for determining formation statute
The association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not they intend one, an association formed under another statute is not a partnership, co-ownership of…
N.J.S.A. 42:1A-15 Statement of partnership authority; filing statute
A partnership may file a statement of partnership authority that must include its name, the street address of its chief executive office and of one office in this State, the names and mailing addresses of all partners…
N.J.S.A. 42:1A-18 Partnership obligations; liability of partners. statute
All partners are jointly and severally liable for all partnership obligations unless the claimant agrees otherwise or law provides otherwise;
N.J.S.A. 42:1A-34 Dissociation not resulting in dissolution; buyout; damages statute
Where a partner is dissociated without dissolution, and except as the partnership agreement otherwise provides, the partnership must cause the dissociated partner's interest to be purchased for a buyout price, meaning…
N.J.S.A. 42:1A-39 Dissolution of partnership; winding up, event causing statute
A partnership is dissolved and wound up only on the listed events, beginning with notice of a partner's express will to withdraw from a partnership at will (unless the agreement provides for a 90-day continuation vote…
N.J.S.A. 42:1A-45 Rights of partners to application of partnership assets; settlement of accounts statute
In winding up, partnership assets including required contributions are applied to creditors, including partners who are creditors, with any surplus paid in cash to partners according to their distribution rights;
N.J.S.A. 42:1A-47 Limited liability partnership; qualification as statute
A partnership becomes a limited liability partnership by a vote sufficient to amend the partnership agreement (or its contribution provisions) and by filing a statement of qualification with the Division of Commercial…
N.J.S.A. 42:1A-21 Rights and duties of partners statute
Default rules: each partner has an account credited with contributions and profit share and charged with distributions and loss share;
N.J.S.A. 42:1A-31 Dissociation from partnership; events causing statute
List of the events of dissociation: notice of the partner's express will to withdraw, an event agreed in the partnership agreement, expulsion under the agreement, expulsion by unanimous vote in the stated circumstances…

New York

N.Y. General Business Law § 130. Filing of certificates by persons conducting business under assumed name or as partners. statute
Assumed-name rule: a person may not transact business under a name other than a real name, or as a member of a partnership, without filing in each county of business a certificate stating the assumed name, address and…
N.Y. Partnership Law § 40. Rules determining rights and duties of partners. statute
Default rules, subject to agreement: repayment of contributions and equal sharing of profits and losses, indemnification of partners for payments in the ordinary conduct of the business, interest on advances, equal…
N.Y. Partnership Law § 121-1500. Registered limited liability partnership. statute
LLP registration section: a partnership without limited partners each of whose partners is a professional authorized to render a professional service in New York (or the other eligible classes the section lists) may…
N.Y. General Business Law § 349: Unfair, deceptive or abusive acts and practices statute
Distinguish Article 29-H conduct rules from remedies. Section 602 includes public enforcement and a narrow private action for an aggrieved recipient served with more than 50 information subpoenas per month under its…
N.Y. Partnership Law § 10. Partnership defined. statute
Definition: a partnership is an association of two or more persons carrying on as co-owners a business for profit, and includes a registered limited liability partnership;
N.Y. Partnership Law § 11. Rules for determining the existence of a partnership. statute
Rules: co-ownership of property and sharing gross returns do not of themselves establish a partnership;
N.Y. Partnership Law § 20. Partner agent of partnership as to partnership business. statute
Every partner is an agent of the partnership and binds it by acts apparently carrying on its business in the usual way unless the partner lacks authority and the other party knows it;
N.Y. Partnership Law § 26. Nature of partner's liability. statute
Partners are jointly and severally liable for wrongful acts and breaches of trust chargeable to the partnership and jointly for its other debts, except that a partner of a registered limited liability partnership is not…
N.Y. Partnership Law § 62. Causes of dissolution. statute
Causes of dissolution: without breach, by expiry of the term or undertaking, by the express will of any partner in a partnership at will, by all partners' express will, or by bona fide expulsion under a power in the…
N.Y. Partnership Law § 69. Rights of partners to application of partnership property. statute
Text on rights at dissolution: where dissolution is not in breach, each partner may have partnership property applied to its liabilities and the surplus paid in cash, with a special rule for an expelled partner;

Ohio

Ohio Rev. Code § 1776.61. Events causing dissolution and winding up of partnership business. statute
Ohio text stating that a partnership is dissolved and its business wound up only on the listed events, beginning with notice of a partner's express will to withdraw in a partnership at will and the events stated for a…
Ohio Rev. Code § 1776.03. Effect of partnership agreement - nonwaivable provisions. statute
Ohio text stating that the partnership agreement governs relations among the partners and between the partners and the partnership, that the chapter governs where the agreement does not, and listing in division (B) what…
Ohio Rev. Code § 1776.33. Statement of partnership authority. statute
Ohio text allowing a partnership to file a statement of partnership authority containing the partnership's name, addresses, the names of the partners or an information agent, and the agent for service of process, and…
Ohio Rev. Code § 1776.44. General standards of partner's conduct. statute
Ohio text stating that a partner's only fiduciary duties to the partnership and the other partners are the duty of loyalty and the duty of care in divisions (B) and (C), listing the loyalty duty as accounting for…
Ohio Rev. Code § 1776.67. Settlement of accounts and contributions among partners. statute
Ohio text stating that in winding up the partnership's assets, including required contributions, are applied to creditors including partners who are creditors, that any surplus is paid in cash to partners according to…
Ohio Rev. Code § 1776.81. Conversion to limited liability partnership. statute
Ohio text stating that a partnership may become a limited liability partnership by approving the terms by the vote needed to amend the partnership agreement and filing a statement of qualification with the secretary of…
Ohio Rev. Code § 1776.22. Formation of partnership. statute
Ohio text stating that an association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not they intend to, that an association formed under another statute is not a…
Ohio Rev. Code § 1776.63. Right to wind up partnership business. statute
Ohio text stating that after dissolution a partner who has not wrongfully dissociated may participate in winding up, that a court may order judicial supervision for good cause, that the legal representative of the last…
Ohio Rev. Code § 1776.01. Definitions. statute
Ohio text defining the terms of the Ohio Uniform Partnership Act, including business, debtor in bankruptcy, constituent, distribution and the terms that follow.
Ohio Rev. Code § 1776.31. Partner agent of partnership. statute
Ohio text stating that each partner is an agent of the partnership for its business, that a partner's act apparently carrying on the partnership business in the ordinary course binds the partnership unless the partner…

Pennsylvania

15 Pa.C.S. § 8447. Standards of conduct for partners. statute
A partner owes the partnership and the other partners the duties of loyalty and care;
15 Pa.C.S. § 8201. Scope (limited liability partnerships). statute
Subchapter A of Chapter 82 applies to a Pennsylvania general or limited partnership that registers under it by delivering to the Department of State a statement of registration, amendment or termination signed by a…
15 Pa.C.S. § 8204. Limitation on liability of partners. statute
A partner in a limited liability partnership or limited liability limited partnership is not liable, directly or indirectly, by way of indemnification, contribution or otherwise, for the partnership's debts, obligations…
15 Pa.C.S. § 8415. Contents of partnership agreement. statute
The partnership agreement governs relations among the partners and with the partnership, a partner's rights and duties, the business and its conduct, amendment, and approval of entity transactions, with the title…
15 Pa.C.S. § 8422. Formation of partnership. statute
The association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not they intend one, an association formed under another statute is not a partnership, co-ownership…
15 Pa.C.S. § 8433. Certificate of partnership authority. statute
A partnership may deliver to the department for filing a certificate of partnership authority that must include its name and the address of its principal office (or registered office for a registered foreign limited…
15 Pa.C.S. § 8412. Definitions. statute
Definitions for the Pennsylvania Uniform Partnership Act of 2016: business, contribution, distribution (including a redemption of a transferable interest and a payment for relinquishing management rights, but not…
15 Pa.C.S. § 8436. Partner's liability. statute
Except as subsection (b) or § 8204 (limited liability partnerships) provides, all partners are jointly and severally liable for all debts, obligations and other liabilities of the partnership unless the claimant agrees…
15 Pa.C.S. § 8441. Partner's rights and duties. statute
Default rules: each partner shares in distributions under § 8445; the partnership reimburses a partner for payments made in the course of the partner's activities on its behalf (if the partner complied with this section…
15 Pa.C.S. § 8445. Sharing of and right to distribution before dissolution. statute
Distributions before dissolution are in equal shares among partners and dissociated persons whose interests have not been purchased under § 8471, except as § 8453(b) or a charging order provides;

Texas

Tex. Bus. Orgs. Code § 152.002. Effect of partnership agreement; nonwaivable and variable provisions. statute
Texas text stating that a partnership agreement governs the relations of the partners and between the partners and the partnership, that the chapter and other partnership provisions govern where it does not, and listing…
Tex. Bus. Orgs. Code § 152.204. General standards of partner's conduct. statute
Texas text stating that a partner owes the partnership and the other partners a duty of loyalty and a duty of care, must discharge duties and exercise rights in good faith and in a manner the partner reasonably believes…
Tex. Bus. Orgs. Code § 152.051. Partnership defined. statute
Texas text stating that an association of two or more persons to carry on a business for profit as owners creates a partnership regardless of intent or name, that an association created under another statute is not a…
Tex. Bus. Orgs. Code § 152.052. Rules for determining if partnership is created. statute
Texas text listing the factors indicating a partnership, namely the right to share profits, an expression of intent to be partners, participation in control, sharing losses or liability, and contributions of money or…
Tex. Bus. Orgs. Code § 152.001. Definitions. statute
Texas text defining the terms of the general partnership chapter, including event of withdrawal, event requiring a winding up, foreign limited liability partnership, other partnership provisions and transfer.
Tex. Bus. Orgs. Code § 152.203. Rights and duties of partner. statute
Texas text stating that each partner has equal rights in management and conduct of the business, that this right is not community property, that a partner may use partnership property only for the partnership, that a…
Tex. Bus. Orgs. Code § 152.209. Decision-making requirement. statute
Texas text stating that a difference in the ordinary course of partnership business may be decided by a majority-in-interest of the partners and that an act outside the ordinary course requires the consent of all…
Tex. Bus. Orgs. Code § 152.304. Nature of partner's liability. statute
Texas text stating that all partners are jointly and severally liable for partnership obligations unless the claimant agrees or law provides otherwise, except as section 152.801 provides for limited liability…
Tex. Bus. Orgs. Code § 152.308. Partner's partnership interest subject to charging order. statute
Texas text allowing a court, on application by a judgment creditor of a partner or other owner of a partnership interest, to charge the interest, giving the creditor only the right to distributions, stating that the…
Tex. Bus. Orgs. Code § 152.401. Transfer of partnership interest. statute
Texas text stating that a partner may transfer all or part of the partner's partnership interest.

Virginia

Virginia Code § 50-73.117. Events causing dissolution and winding up of partnership business statute
Virginia list of the only events that dissolve a partnership: in a partnership at will, notice of a partner's express will to withdraw;
Virginia Code § 50-73.102. General standards of partner's conduct statute
Virginia text: the only fiduciary duties a partner owes are the duty of loyalty and the duty of care as the section defines them (accounting for partnership property and opportunities, refraining from adverse dealing…
Virginia Code § 50-73.123. Settlement of accounts and contributions among partners statute
Virginia text on winding up: assets are applied first to creditors, including partner-creditors, with any surplus paid in cash according to the partners' rights to distributions, and each partner is entitled to a…
Virginia Code § 50-73.81. Effect of partnership agreement; nonwaivable provisions statute
Virginia text: relations among the partners and between the partners and the partnership are governed by the partnership agreement, with the chapter filling gaps, and the agreement may not vary the listed nonwaivable…
Virginia Code § 50-73.93. Statement of partnership authority statute
Virginia text on the optional statement of partnership authority filed with the Commission: its required contents (name, jurisdiction, prior registrations, addresses, partners authorized to transfer real property) and…
Virginia Code § 50-73.119. Right to wind up partnership business statute
Virginia text: after dissolution a partner who has not wrongfully dissociated may participate in winding up, the circuit court may order judicial supervision for good cause, the last surviving partner's legal…
Virginia Code § 50-73.132. Registered limited liability partnerships statute
Virginia text on becoming a registered limited liability partnership: the partnership files with the State Corporation Commission a statement of registration stating its name (which must comply with § 50-73.133), any…
Virginia Code § 50-73.79. Definitions (Virginia Uniform Partnership Act) statute
Virginia definitions for the Uniform Partnership Act, including business, Commission, debtor in bankruptcy, distribution, foreign registered limited liability partnership and the remaining defined terms the chapter…
Virginia Code § 50-73.88. Formation of partnership statute
Virginia text: the association of two or more persons to carry on as co-owners a business for profit forms a partnership whether or not they intend one, associations formed under other statutes are not partnerships…
Va. Code § 59.1-198: Definitions statute

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