17-14-804, to grant the assignee the right to become a limited

17-14-804, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

17-14-402. Voting.

Subject to W.S. 17-14-403, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.

17-14-403. Liability to third parties.

(a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership with actual knowledge of his participation in control.

(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section solely by doing one (1) or more of the following:

(i) Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director or shareholder of a general partner that is a corporation;

(ii) Consulting with and advising a general partner with respect to the business of the limited partnership;

(iii) Acting as surety for the limited partnership or guaranteeing or assuming one (1) or more specific obligations of the limited partnership;

(iv) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;  (v) Requesting or attending a meeting of partners;

(vi) Proposing, approving or disapproving, by voting or otherwise, one (1) or more of the following matters:

(A) The dissolution and winding up of the limited partnership;

(B) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership;

(C) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;

(D) A change in the nature of the business;

(E) The admission or removal of a general partner;

(F) The admission or removal of a limited partner;

(G) A transaction involving an actual or potential conflict of interest between a general partner and the limited partners;

(H) An amendment to the partnership agreement or certificate of limited partnership; or

(J) Matters related to the business of the limited partnership not otherwise enumerated in this subsection which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners.

(vii) Winding up the limited partnership pursuant to W.S. 17-14-903; or

(viii) Exercising any right or power permitted to limited partners under this act and not specifically enumerated in this subsection.

(c) The enumeration in subsection (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.  (d) A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by W.S. 17-14-203(a)(ii)(A), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

17-14-404. Person erroneously believing himself limited partner.

(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:

(i) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(ii) Withdraws from future equity participation in the enterprise.

(b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise:

(i) Before the person withdraws and an appropriate certificate is filed to show withdrawal; or

(ii) Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

17-14-405. Information.

(a) Each limited partner has the right to:

(i) Inspect and copy any of the partnership records required to be maintained by W.S. 17-14-206; and  (ii) Obtain from the general partners from time to time upon reasonable demand:

(A) True and full information regarding the state of the business and financial condition of the limited partnership;

(B) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; and

(C) Other information regarding the affairs of the limited partnership as is just and reasonable.

ARTICLE 5 - GENERAL PARTNERS

17-14-501. Admission of additional general partners.

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.

17-14-502. Events of withdrawal.

(a) Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(i) The general partner withdraws from the limited partnership as provided in W.S. 17-14-702;

(ii) The general partner ceases to be a member of the limited partnership as provided in W.S. 17-14-802;

(iii) The general partner is removed as a general partner in accordance with the partnership agreement;

(iv) Unless otherwise provided in writing in the partnership agreement, the general partner:

(A) Makes an assignment for the benefit of creditors;  (B) Files a voluntary petition in bankruptcy;

(C) Is adjudicated as bankrupt or insolvent;

(D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

(E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or

(F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.

(v) Unless otherwise provided in writing in the partnership agreement, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety (90) days after the expiration of any such stay, the appointment is not vacated;

(vi) In the case of a general partner who is a natural person:

(A) His death; or

(B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate.

(vii) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(viii) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;  (ix) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

(x) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

17-14-503. General powers and liabilities.

(a) Except as provided in this act, in subsections (b) and (c) of this section or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership without limited partners.

(b) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a partner.

(c) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner of a limited liability limited partnership. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the election by all the partners to become a limited liability limited partnership. For purposes of this section, the obligation of a limited partnership under contract is deemed to arise at the time the limited partnership entered into the contract.

17-14-504. Contributions by, and distributions to, general partner.

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in the distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.

17-14-505. Voting.

The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.

ARTICLE 6 - FINANCE

17-14-601. Form of contribution.

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

17-14-602. Liability for contribution.

(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.

(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206) of the stated contribution that has not been made.

(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.

17-14-603. Sharing of profits and losses.

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

17-14-604. Sharing of distributions.

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

ARTICLE 7 - DISTRIBUTIONS AND WITHDRAWAL

17-14-701. Interim distributions.

(a) Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.

(i) Amended into (a) by Laws 1995, ch. 45, § 1.

(ii) Repealed by Laws 1995, ch. 45, § 2.

17-14-702. Withdrawal of general partner.

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.

17-14-703. Withdrawal of limited partner.

(a) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six (6) months prior written notice to each general partner at his address on the books of the limited partnership at its office in this state. The provisions of this subsection shall apply to limited partnerships formed under this act prior to July 1, 1999, unless the limited partnership properly adopts the provisions of subsection (b) of this section.

(b) A limited partner may only withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. This subsection applies to limited partnerships formed under this act on or after July 1, 1999. A limited partnership formed under this act prior to July 1, 1999, may adopt the provisions of this subsection by filing a certificate of amendment with the secretary of state after July 1, 1999 that expressly refers to and adopts this subsection.

17-14-704. Distribution upon withdrawal.

Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.

17-14-705. Distribution in kind.

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.

17-14-706. Right to distribution.

At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

17-14-707. Limitations on distribution.

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

17-14-708. Liability upon return of contribution.

(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this act, he is liable to the limited partnership for a period of one (1) year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

(b) If a partner has received the return of any part of his contribution in violation of the partnership agreement or this act, he is liable to the limited partnership for a period of six (6) years thereafter for the amount of the contribution wrongfully returned.

(c) A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value (as set forth in the partnership records required to be kept pursuant to W.S. 17-14-206) of his contribution which has not been distributed to him.

ARTICLE 8 - ASSIGNMENT OF PARTNERSHIP INTERESTS  17-14-801. Nature of partnership interest.

A partnership interest is personal property.

17-14-802. Assignment of partnership interest.

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.

17-14-803. Rights of creditor.

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This act does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.

17-14-804. Right of assignee to become limited partner.

(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

(i) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

(ii) All other partners consent.

(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this act. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in articles 6 and 7. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.

(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under W.S. 17-14-307 and 17-14-602.

17-14-805. Deceased or incompetent partner; dissolved or terminated partner.

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

ARTICLE 9 - DISSOLUTION

17-14-901. Nonjudicial dissolution.

(a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(i) At the time specified in the certificate of limited partnership;

(ii) Upon the happening of events specified in writing in the partnership agreement;

(iii) Written consent of all partners;

(iv) Repealed By Laws 1999, ch. 145, § 2.

(v) Entry of a decree of judicial dissolution under W.S. 17-14-902;

(vi) A vote to dissolve by all of the limited partners, or a number or percentage of limited partners specified in the partnership agreement, within ninety (90) days after an event of withdrawal of the last remaining general partner; or  (vii) The failure of the limited partners to admit or appoint another general partner within ninety (90) days after an event of withdrawal of the last remaining general partner.

17-14-902. Judicial dissolution.

On application by or for a partner the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

17-14-903. Winding up.

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the district court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.

17-14-904. Distribution of assets.

(a) Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(i) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under W.S. 17-14-701 or 17-14-704;

(ii) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under W.S. 17-14-701 or 17-14-704; and

(iii) Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.

17-14-905. Reinstatement following administrative dissolution.

(a) A Wyoming limited partnership administratively dissolved for failure to pay fees as provided in W.S.