May 14, 2020

Revised Uniform Partnership Act (RUPA)

Revised Uniform Partnership Act (RUPA)

Should the Uniform Partnership Act Be Revised?
      UPA Revision Subcommittee of the committee on Partnerships and Unincorporated Business Organizations, 43(1): 121–84 (Nov. 1987)
This Report was prepared in response to NCCUSL's decision to undertake a complete revision of the Uniform Partnership Act. The committee recommends changes that focus on resolving problems, both practical and technical, that have arisen under the existing UPA.

A Mid-Term Assessment of the Project To Revise the Uniform Partnership Act
      Larry E. Ribstein, 46(1): 111–56 (Nov. 1990)
NCCUSL's project to revise the Uniform Partnership Act is a development in partnership law that is entering a critical phase. This Article analyzes the current draft of the Revised Uniform Partnership Act and concludes that, although the draft is some improvement over the current version of the Uniform Partnership Act, there are numerous problems that should be corrected before the final version is adopted by the Conference.

Three Policy Decisions Animate Revision of Uniform Partnership Act
      Donald J. Weidner, 46(2): 427–70 (Feb. 1991)
The Revised Uniform Partnership Act, now being finalized, moves the law closer to an entity theory of partnerships, clarifies that almost all the rules governing the relations among partners are subject to contrary agreement, and rewrites the breakup rules. The breakup rules are rewritten to reduce technical "dissolutions," thereby giving more stability to partnerships that have contracted for stability. A statutory procedure is established for partnerships that buy out departing members.

The Revised Uniform Partnership Act: The Reporters' Overview
      Donald J. Weidner and John W. Larson, 49(1): 1–44 (Nov. 1993)
In this Article, the Reporters consider the basic contributions of the Revised Uniform Partnership Act recently promulgated by NCCUSL. RUPA represents a major overhaul of the 1914 Uniform Partnership Act. RUPA continues most of the UPA's major policies, rejecting more extreme changes in favor of an evolutionary reordering of the traditional partnership relationship. The most dramatic changes involve the law of partnership breakups, which is completely reworked to give greater stability. Other significant changes include the adoption of an entity approach, a provision for the public filing of statements of partnership authority, dissociation, and dissolution, a restatement and clarification of partners' fiduciary duties, new rules on the nature and transfer of partnership property, and the express authorization of partnership conversions and mergers.

The Revised Uniform Partnership Act: Not Ready for Prime Time
      Larry E. Ribstein, 49(1): 45–82 (Nov. 1993)
This Article describes and critiques some important aspects of the Revised Uniform Partnership Act, concluding that RUPA is not yet ready to replace the UPA. In general, RUPA fails to provide suitable default provisions for relatively informal firms that are unlikely to draft customized provisions and changes partnership law without adequate regard to the serious costs of unsettling eighty years of caselaw under the UPA. Specific problems include increased third-party costs of dealing with partnerships, new formalities and other accounting requirements that may frustrate partners' expectations, new rules denying enforcement of waivers of fiduciary duties, and partnership breakup provisions that add confusion without solving the most important dissolution-related problems under current law.

Partnership Property and Partnership Authority Under the Revised Uniform Partnership Act
      Edward S. Merrill, 49(1): 83–105 (Nov. 1993)
RUPA moves more toward the entity model of a partnership which simplifies property ownership by a partnership. RUPA also shifts more of the burden of unauthorized transactions from third parties to the partners. Finally, a system of filed and recorded partnership statements is included in RUPA which, in appropriate circumstances, provides a conclusive presumption of due authorization in favor of a third party giving value without actual knowledge of a defect in partnership authority.

Should the Revised Uniform Partnership Act of 1994 Really Be Retroactive?
      Allan W. Vestal, 50(1): 267–90 (Nov. 1994)
By its terms, RUPA applies to existing partnerships following a transition period. The author identifies five reasons such retroactive application is inappropriate: (i) RUPA embodies substantial changes in partnership law; (ii) RUPA changes the existing, collective obligations of partners; (iii) the role of the partnership agreement is changed under RUPA; (iv) retroactive application after a transition period will require renegotiation of partnership arrangements, unfairly advantaging some partners and disadvantaging others; and (v) the various states are certain to adopt nonuniform approaches to retroactivity, thus further eroding the uniformity of partnership law and making more likely a race to the bottom in partnership law. The author identifies a coexistence model, under which existing partnerships remain subject to current law, and a competition model, under which all partnerships are free to choose either RUPA or the Uniform Partnership Act, both of which, he argues, are preferable to the retroactivity mechanism of the' proposed regime.

The Limited Liability Partnership Amendments to the Uniform Partnership Act (1994)
      Carter G. Bishop, 53(1): 101–38 (Nov. 1997)
Since 1991, every state has either adopted or is considering limited liability partnership amendments to state general and limited partnership laws to permit those partnerships to erect special partner liability shields by filing a simple form with a central filing authority. The new laws are generally made as amendments to the state's version of the 1914 Uniform Partnership Act. Although these new partner liability shields alter historical notions regarding the joint and several liability of general partners for general partnership obligations, the state laws are far from uniform. State variation is significant concerning important matters such as the scope and duration of the liability shields, the required and permissive contents of the filing form, respect for partnerships formed in other jurisdictions, applicability to limited partnerships, and the required vote to erect and terminate the special liability shield. To address these important matters of variation, NCCUSL adopted Limited Liability Partnership Amendments (ULLPA) to RUPA in 1995. A number of states have adopted RUPA, and a few have already adopted the ULLPA. The Article explores the major and important features of the ULLPA.

Changed Circumstances: Eliminating the Williamson Presumption that General Partnership Interests Are Not Securities
By J. William Callison, 58(4): 1373-84 (Aug. 2003)
The last decade has witnessed vast changes in unincorporated business organization law with the advent of limited liability partnerships, limited liability limited partnerships, and limited liability companies and the adoption of new statutes, including the Revised Uniform Partnership Act, in numerous states. This Article analyzes the effect of these developments on the Williamson presumption that general partnership interests are not securities and concludes that the presumption has outlived its usefulness and should be abandoned in favor of a facts-and-circumstances approach.

Litigating in LLCs
      Larry E. Ribstein, 64(3): 739-756 (May 2009)
One of the most important issues involving limited liability companies is the appropriate way to characterize and handle disputes among members. Courts and legislatures borrowed the derivative suit remedy from corporations and limited partnerships and applied it to LLCs without adequately considering whether this application was appropriate. In fact, this remedy is not suited to the typical business associations for which LLC statutes are designed--that is, closely held firms in which members generally participate directly in management. In this setting, the derivative remedy creates costs and complications that are unnecessary because more appropriate remedies are available, including member-authorized suits on behalf of the entity, direct suits by the injured parties, and contractual arbitration. Accordingly, the derivative suit should not be a default remedy for LLCs. More generally, this analysis provides an example of the potential risks of borrowing LLC rules from other types of business associations.