§1006.__Governing law

1.__Partnership.__Except as otherwise provided in a filed statement, in a written partnership agreement or in subsection 2, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.

2.__Limited liability partnership.__The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.

Comment

(This is Section 106 of the Uniform Partnership Act (1997).)

The subsection (a) internal relations rule is new. Cf. RULPA § 901 (internal affairs governed by law of State in which limited partnership organized).

RUPA looks to the jurisdiction in which a partnership's chief executive office is located to provide the law governing the internal relations among the partners and between the partners and the partnership. The concept of the partnership's "chief executive office" is drawn from UCC Section 9103(3)(d). It was chosen in lieu of the State of organization because no filing is necessary to form a general partnership, and thus the situs of its organization is not always clear, unlike a limited partnership, which is organized in the State where its certificate is filed.

The term "chief executive office" is not defined in the Act, nor is it defined in the UCC. Paragraph 5 of the Official Comment to UCC Section 9103(3)(d) explains:

"Chief executive office" . . . means the place from which in fact the debtor manages the main part of his business operations. . . . Doubt may arise as to which is the "chief executive office" of a multi-state enterprise, but it would be rare that there could be more than two possibilities. . . . [The rule] will be simple to apply in most cases. . . .

In the absence of any other clear rule for determining a partnership's legal situs, it seems convenient to use that rule for choice of law purposes as well.