E. It is the policy of this Commonwealth which, in the case of a foreign-registered limited partnership (whether registered in accordance with 50-73.140) the relationship between the partners and between the partners and the company, as well as the liability of the partners in respect of debts, obligations and debts attributable to the corporation, are governed by the laws of the jurisdiction under which it was established. A. When a person claims to be a partner through words or behaviour or agrees to be represented by a partner, in partnership or with one or more persons who are not partners, the alleged partner is liable to a person with whom the representation is made if that person enters into a transaction with the actual or alleged partnership by referring to the representation. If the representation is public, either by the alleged partner or by a person with the consent of the alleged partner, the alleged partner is liable to a person who relies on the alleged partnership, even if the alleged partner does not know that he is being held as the applicant`s partner. In the event of partnership liability, the so-called partner is responsible for this responsibility, as if the alleged partner were a partner. If there is no responsibility for partnership, the so-called partner is jointly responsible for this responsibility with any other person who accepts the representation. «partnership agreement,» the written, oral or tacit agreement between the partners involved in the partnership, including changes to the partnership agreement. C. Before January 1, 2000, a partnership may voluntarily decide for this chapter how it is in its partnership agreement or by law amending the partnership agreement. The provisions of this chapter relating to the liability of partners to third parties apply only to limit the liability of these partners to a third party who, within one year of the election of the partnership, has done business to be submitted to this chapter and only if the third party knows or has received notification of the choice of partnership governed by this chapter. In addition, it creates a partnership as a full-fledged legal entity and not just as a collection of partners.
The latest changes were introduced in 2011 and 2013 on the harmonization of Business Entity Acts. These amendments specify the language of the UPA (1997) with the language of other provisions contained in other uniform legal acts, while presenting additional updates to comply with modern times. The UPA`s priority is to create small, informal partnerships. B. This chapter should be interpreted as part of the promotion of the policy of the strictest application of the principle of contractual freedom and the application of partnership agreements.
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