§ 7-64-401 — Partner's rights and duties

(1) Each partner is deemed to have an
account that is:

(a) Credited with an amount equal to the money plus the value of any other
property, net of the amount of any liabilities, the partner contributes to the
partnership and the partner's share of the partnership profits; and

(b) Charged with an amount equal to the money plus the value of any other
property, net of the amount of any liabilities, distributed by the partnership to the
partner and the partner's share of the partnership losses.

(2) Each partner is entitled to an equal share of the partnership profits and is
chargeable with a share of the partnership losses in proportion to the partner's
share of the profits.

(3) A partnership shall reimburse a partner for payments made and
indemnify a partner for liabilities incurred by the partner in the ordinary course of
the business of the partnership or for the preservation of its business or property;
provided, however, that such payments were made or liabilities incurred without
violation of the partner's duties to the partnership or the other partners.

(4) A partnership shall reimburse a partner for an advance to the partnership
beyond the amount of capital the partner agreed to contribute.

(5) A payment or advance made by a partner which gives rise to a
partnership obligation under subsection (3) or (4) of this section constitutes a loan
to the partnership which accrues interest from the date of the payment or advance.

(6) Each partner has equal rights in the management and conduct of the
partnership business.

(7) A partner may use or possess partnership property only on behalf of the
partnership.

(8) A partner is not entitled to remuneration for services performed for the
partnership except for reasonable compensation for services rendered in winding
up the business of the partnership.

(9) A person may become a partner only with the consent of all of the
partners.

(10) A difference arising as to a matter in the ordinary course of business of a
partnership may be decided by a majority of the partners. An act outside the
ordinary course of business of a partnership and an amendment to the partnership
agreement may be undertaken only with the consent of all of the partners.

(11) This section does not affect the obligations of a partnership to other
persons under section 7-64-301.

Legislative History

Source: L. 97: Entire article added, p. 879, � 1, effective January 1, 1998.