Uniform Partnership Act UPA Key Concepts and FAQs
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The Uniform Partnership Act (UPA) governs business partnerships in certain U.S. states and regulates the dissolution process when a partner leaves. The UPA has been amended over the years and is sometimes referred to as the Revised Uniform Partnership Act (RUPA).
Key takeaways from the UPA include its application to general partnerships and limited liability partnerships (LLPs), the ability for a partnership to continue within 90 days after a partner leaves, and its governance of partnership creation, liabilities, assets, and fiduciary duties.
The UPA was created in 1914 by the National Conference of Commissioners on Uniform State Laws (NCCUSL). It is currently followed by 44 states and districts in the U.S., excluding limited partnerships.
The Act provides guidance for small businesses and loose partnerships, addressing partnership creation, fiduciary duties, and defining assets and liabilities.
The UPA emphasizes that when one partner leaves a business, the remaining partners can decide within 90 days whether to continue the partnership, preventing immediate dissolution.
The UPA has been revised multiple times, with the most recent revision in 1997. The NCCUSL has drafted over 250 uniform acts covering various legislation.
The Act is comprised of twelve articles, covering provisions, formation rules, property transfer, partner responsibilities, dissociation events, purchasing dissociated partner’s interests, dissolving and winding up the partnership, provisions related to LLPs, mergers and conversions, and foreign LLPs.
In 1996, the Limited Liability Partnership Amendments were incorporated into the Uniform Partnership Act, addressing partner liabilities, duties in good faith, standards for conversions and mergers, and limited liability protection for general partners.
The Revised Uniform Partnership Act (RUPA) refers to the 1994 revision, while the 1997 version is now the official one.
The National Conference of Commissioners on Uniform State Laws (NCCUSL), also known as the Uniform Law Commission (ULC), promotes uniformity in state laws. The ULC comprises more than 300 uniform law commissioners, including practicing lawyers, law professors, and judges.
While the ULC proposes uniform state laws, it is up to individual state governments to decide whether to enact them. The Uniform Partnership Act is one of many uniform laws drafted by the ULC, alongside the Uniform Trust Code, Uniform Anatomical Gift Act, and others.
Partnerships can be created with or without a fixed duration, with the partnership agreement specifying the length. If there is no fixed duration, the partnership will last until dissolution is determined by the partners.
