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Uniform Partnership Act – Definition

Uniform Partnership Act (UPA) Definition

In the United States, the National Conference of Commissioners on Uniform State Laws (NCCUSL) proposed the Uniform Partnership Act (UPA). The objective of the Act is to govern business partnerships in the U.S. The act contains provisions on how business partnerships can be formed, as well as how they can be dissolved.

The Uniform Partnership Act (UPA) was first proposed in 1914 but it has been amended severally. All states in the U.S adopted UPA except Louisiana.

A Little More on What is the Uniform Partnership Act (UPA)

The Uniform Partnership Act provides governance or regulation for business partnerships and it is widely adopted in the United States. The proced procedures for the formation of business partnership tion of a business partnership, the fiduciary duties of all business partners alongside vital rules are stated in the UPA. As contained in UPA, if after a dissociation of a business partnership, some partners still want to continue with the partnership, they can show interest within 90 days of the dissociation. This will save the partnership from being dissolved after a partner dissociates.

Uniform Partnership Act (UPA) 1997 Revision

There are amendments to the Uniform Partnership Act (UPA). The limited liability partnership amendment to UPA were propagated in 1996 and came into force in 1997. One of the amendments of UPA was the provision that a partner’s dissociation should not lead to the dissolution of the business partnership unless other partners show no interest in continuing with the partnership within 90 days of dissociation. This means that if there is no majority dissociation or show of interest to dissolution, a business partnership can continue, even if one partner dissociates.

The 1997 Revised Uniform Partnership Act also contained the following provisions:

  • The duties, obligations and rights of partners in a business partnership.
  • Partnership is an entity, hence it can sue and can be sued. Properties can be acquired in the partnership’s name.
  • No partner can take any personal interest in the property of a partnership.
  • The revised UPA also highlights the obligations of partners to good faith and fair dealing and loyalty of partners in the agreement.
  • Procedures for changing from an ordinary partnership to a limited partnership to conversion to a new entity are clearly stated in RUPA.

References for “Uniform Partnership Act (UPA)

https://www.investopedia.com › Investing › Laws & Regulations

https://en.wikipedia.org/wiki/Uniform_Partnership_Act

https://www.upcounsel.com/uniform-partnership-act

Academic research for “Uniform Partnership Act (UPA)

The Uniform Partnership Act: A Criticism, Crane, J. A. (1915). The Uniform Partnership Act: A Criticism. Harvard Law Review, 28(8), 762-789.

The Uniform Partnership Act-A Reply to Mr. Crane’s Criticism, Lewis, W. D. (1915). The Uniform Partnership Act-A Reply to Mr. Crane’s Criticism. Harv. L. Rev., 29, 158.

Is a Partnership Under the Uniform Partnership Act an Aggregate or an Entity, Jensen, A. L. (1962). Is a Partnership Under the Uniform Partnership Act an Aggregate or an Entity. Vand. L. Rev., 16, 377.

The Revised Uniform Partnership Act: Not Ready for Prime Time, Ribstein, L. E. (1993). The Revised Uniform Partnership Act: Not Ready for Prime Time. The Business Lawyer, 45-82.

The Revised Uniform Partnership Act: The Reporters’ Overview, Weidner, D. J., & Larson, J. W. (1993). The Revised Uniform Partnership Act: The Reporters’ Overview. Bus. Law., 49, 1.

Fundamental Contractarian Error in the Revised Uniform Partnership Act of 1992, Vestal, A. W. (1993). Fundamental Contractarian Error in the Revised Uniform Partnership Act of 1992. BUL Rev., 73, 523.

Three Policy Decisions Animate Revision of Uniform Partnership Act, Weidner, D. J. (1990). Three Policy Decisions Animate Revision of Uniform Partnership Act. Bus. Law., 46, 427.

The Uniform Partnership Act and Legal Persons, Crane, J. A. (1915). The Uniform Partnership Act and Legal Persons. Harv. L. Rev., 29, 838.

The Charging Order Under the Uniform Partnership Act, Gose, J. G. (1953). The Charging Order Under the Uniform Partnership Act. Wash. L. Rev. & St. BJ, 28, 1.

The Revised Uniform Partnership Act Midstream: Major Policy Decisions, Weidner, D. J. (1989). The Revised Uniform Partnership Act Midstream: Major Policy Decisions. U. Tol. L. Rev., 21, 825.

 

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