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37 Suffolk University Law Review 583 (2004)


The shelf life on uniform entity acts seems to be decreasing. The original Uniform Partnership Act (UPA) lasted eight decades, and the original Uniform Limited Partnership Act (ULPA (1916)) lasted six. In contrast, the 1976 Revised Uniform Limited Partnership Act (RULPA (1976)) warranted major revisions after just nine years (RULPA (1985)), and only sixteen years later NCCUSL recommended to the states that they adopt ULPA (2001) to replace RULPA in toto. NCCUSL's Revised Uniform [General] Partnership Act - RUPA - was first approved in 1992 and went through five official versions in its first five years of existence. NCCUSL's Uniform Limited Liability Company Act (ULLCA) was substantially amended just one year after its initial adoption, is less than a decade old, and is already subject to a NCCUSL drafting project that will propose a second generation, replacement LLC act.

There are many explanations for the increasing pace of change, but with ULPA (2001) the principal explanation is simple: RUPA called into question the venerable linkage between the uniform limited partnership act and the uniform general partnership act, thereby cutting the ground out from under RULPA.

This article seeks to provide a user's guide to ULPA (2001), which is far longer and more complex than its immediate predecessor. The Introduction describes the genesis of ULPA (2001), and Part II explains briefly why states should adopt the new Act in place of RULPA. Part II describes the new Act's basic structure, identifies the various sources for the Act's provisions, explains how the Act's various articles relate to each other, and provides in tabular form an overview of the differences between the new Act and RULPA (1986). Part IV identifies eleven major areas of practical concern under the new Act, and for each of those areas: (i) compares the new Act's provisions in detail with the provisions of RULPA (and, where useful, with ULPA (1916)); and (ii) identifies salient issues (including some traps for the unwary and uninitiated) that warrant special attention from practitioners who will make use of the Act. Part V states a conclusion.