Title 7
Corporations, Associations, and Partnerships

Chapter 12.1
Uniform Partnership Act

Article 1
General Provisions

§ 7-12.1-103. Knowledge; Notice.

(a) A person knows a fact if the person:

(1) Has actual knowledge of it; or

(2) Is deemed to know it under subsection (d)(1) of this section or law other than this chapter.

(b) A person has notice of a fact if the person:

(1) Has reason to know the fact from all the facts known to the person at the time in question; or

(2) Is deemed to have notice of the fact under subsection (d)(2) of this section.

(c) Subject to § 7-12.1-117(f), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

(d) A person not a partner is deemed:

(1) To know of a limitation on authority to transfer real property as provided in § 7-12.1-303(g); and

(2) To have notice of:

(i) A person’s dissociation as a partner ninety (90) days after a statement of dissociation under § 7-12.1-704 becomes effective; and

(ii) A partnership’s:

(A) Dissolution ninety (90) days after a statement of dissolution under § 7-12.1-802 becomes effective;

(B) Termination ninety (90) days after a statement of termination under § 7-12.1-802 becomes effective; and

(C) Participation in a merger, interest exchange, conversion, or domestication, ninety (90) days after articles of merger, interest exchange, conversion, or domestication under Article 11 of this chapter become effective.

(e) A partner’s knowledge or notice of a fact relating to the partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.