Uniform Partnership Act (UPA)

The Uniform Partnership Act (UPA) is a model law that has been adopted by all 50 states in the United States. It sets forth the basic rules governing the formation, operation, and dissolution of partnerships.

The UPA defines a partnership as "an association of two or more persons to carry on a business for profit as co-owners." The partners are jointly and severally liable for the debts and obligations of the partnership.

The UPA provides for a number of different types of partnerships, including general partnerships, limited partnerships, and limited liability partnerships.

A general partnership is a partnership in which all of the partners are jointly and severally liable for the debts and obligations of the partnership.

A limited partnership is a partnership in which one or more partners are limited partners and one or more partners are general partners. Limited partners are not personally liable for the debts and obligations of the partnership, but they may lose their limited liability if they participate in the management of the partnership.

A limited liability partnership is a partnership in which all of the partners are limited partners. Limited liability partnerships provide limited liability to all of the partners, regardless of their participation in the management of the partnership.

The UPA also provides for a number of other rules governing partnerships, including rules on:

* The formation of partnerships
* The operation of partnerships
* The dissolution of partnerships
* The distribution of partnership assets upon dissolution

The UPA is a comprehensive and flexible law that provides the basic framework for the formation, operation, and dissolution of partnerships. It is a valuable resource for anyone who is involved in a partnership.