Title 14, Chapter 9A, Section 121
( 14-9A-121)
(a) Except as provided in this Code section, every change made in
the firm name of the general partners, in the nature of the
business, or in the capital or shares thereof contributed, held, or
owned or to be contributed, held, or owned by any of the special
partners, or the death of any partner, whether general or special,
shall dissolve the limited partnership, or if such partnership is
continued, shall constitute such partnership a general partnership
in respect to all business transacted after such alterations or
death, unless the articles of partnership shall provide that in the
event of the death of a partner the partnership may be continued by
the survivors. If the articles so provide, the partnership shall be
so continued with the consent of the personal representative of the
deceased partner, and the personal representative may succeed to the
partnership rights of such deceased partner and continue the
business as if such partner had remained alive. (b) Any special partner may from time to time increase the amount of
capital stock contributed, held, or owned by him; or one or more
special partners may be added to the partnership on actually paying
in an additional amount of capital, to be agreed on by the general
and special partners, and on filing in the office of the clerk with
whom the original certificate was filed an additional certificate of
the general partners, in the partnership name, verified by the oath
of one of them, stating the increase of capital stock and by whom,
the names and residences of such additional special partners and
whether of legal age, and the amounts contributed by each to the
common stock, together with the affidavit of one or more of the
general partners stating that the amounts specified in such
additional certificates have been actually and in good faith paid in
cash. Such alteration shall not make the partnership general. No
additional publication of the terms of the partnership nor of the
alteration thereof is required in any of such cases. (c) Any special partner or the legal representative of any such
deceased special partner may sell his interest in the partnership or
any portion thereof without working a dissolution thereof or
rendering the partnership general, if a notice of such sale is filed
within ten days thereafter in the office of the clerk with whom the
original certificate of partnership was filed; and the purchaser
thereof shall thereupon become a special partner with the same
rights as an original special partner. |