Comment

(This is Section 101 of the Uniform Partnership Act (1997).)

These Comments include the original Comments to the Revised Uniform Partnership Act (RUPA or the Act) and the new Comments to the Limited Liability Partnership Act Amendments to the Uniform Partnership Act (1994). The new Comments regarding limited liability partnerships are integrated into the RUPA Comments.

The RUPA continues the definition of "business" from Section 2 of the Uniform Partnership Act (UPA).

RUPA uses the more contemporary term "debtor in bankruptcy" instead of "bankrupt." The definition is adapted from the new Georgia Partnership Act, Ga. Code Ann. § 1482(1). The definition does not distinguish between a debtor whose estate is being liquidated under Chapter 7 of the Bankruptcy Code and a debtor who is being rehabilitated under Chapter 11, 12 or 13 and includes both. The filing of a voluntary petition under Section 301 of the Bankruptcy Code constitutes an order for relief, but the debtor is entitled to notice and an opportunity to be heard before the entry of an order for relief in an involuntary case under Section 303 of the Code. The term also includes a debtor who is the subject of a comparable order under state or foreign law.

The definition of "distribution" is new and adds precision to the accounting rules established in Sections 401 and 807 and related sections. Transfers to a partner in the partner's capacity as a creditor, lessor or employee of the partnership, for example, are not "distributions."

The definition of a "foreign limited liability partnership" includes a partnership formed under the laws of another State, foreign country or other jurisdiction provided it has the status of a limited liability partnership in the other jurisdiction. Since the scope and nature of foreign limited liability partnership liability shields may vary in different jurisdictions, the definition avoids reference to similar or comparable laws. Rather, the definition incorporates the concept of a limited liability partnership in the foreign jurisdiction, however defined in that jurisdiction. The reference to formation "under laws other than the laws of this State" makes clear that the definition includes partnerships formed in foreign countries as well as in another State.