what is the uniform partnership act upa 
the uniform partnership act upa provides governance for business partnerships in several u s states the upa also offers regulations governing the dissolution of a partnership when a partner dissociates over the years several amendments have been added to the uniform partnership act upa the revised act and revisions are sometimes referred to as the revised uniform partnership act rupa understanding the uniform partnership act upa the implementation of the upa operates as a statute which is a rule passed by legislators as opposed to government agencies the uniform partnership act was created in 1914 by the national conference of commissioners on uniform state laws nccusl as of the latest iteration of the act 44 states and districts in the u s abide by it including the district of columbia puerto rico and the u s virgin islands 1 the uniform partnership act only applies to general liabilities and limited liability partnerships llps it does not apply to limited partnerships lps the intended goal of the uniform partnership act is to provide guidance to various business relationships this typically applies to small businesses and loose partnerships as larger businesses have detailed agreements in place that govern any changes in a business the act governs how a partnership is created the fiduciary duties of the partnership and its partners and defines partnership assets and liabilities uniform partnership act detailsone of the most important aspects of the upa states that when one partner in a business leaves a majority interest of the remaining partners can agree to continue the partnership within 90 days of the dissociation the uniform partnership act effectively saved partnerships from dissolution following a partner s dissociation 2since the first uniform partnership act was drafted in 1914 it has been revised many times most recently in 1997 amendments in 2011 and 2013 were added to the act to provide clarification to some of the language in the 1997 version 1since 1892 the nccusl has drafted and proposed more than 250 uniform acts covering a wide range of legislation impacting everything from law real estate limited liability franchise and business opportunities and unfair trade practices 3there are currently twelve articles in the act act i contains overall provisions and definitions and the scope and function of the partnership agreement article ii focuses on the formation rules and status of the partnership article iii contains the rules of transfer of the partnership s property statements and the liability of the partners in relation to debts liabilities and obligations 1article iv covers the responsibilities of the partners to each other and in the partnership including management and distribution rights as well as highlighting loyalty care and good faith dealing article v implements the pick your partner principle article vi lists the events that cause a partner to dissociate article vii lists the rules on purchasing a dissociated partner s interests article viii deals with dissolving and winding up the partnership 1article ix deals with principal provisions related to llps article x allows for mergers exchanges conversions and domestication transactions article xi deals with foreign llps and article xii includes miscellaneous provisions 1uniform partnership act 1997 revisionin 1996 the limited liability partnership amendments were promulgated and combined into the uniform partnership act in addition to the rule stating that when a partner leaves a partnership the remaining partners have 90 days to determine if the partnership should continue or dissolve the uniform partnership act includes the following features uniform partnership act upa vs revised uniform partnership act rupa the uniform partnership act was established in 1914 it was revised in 1994 which became known as the revised uniform partnership act rupa the act was then revised again in 1996 and 1997 which was the last full revision the 1997 version is the official version and on the website there is no reference to rupa rupa is used unofficially by certain individuals but it only adds confusion 12the uniform partnership act 1997 is the official version and has been amended in 2011 and 2013 1special considerationsthe role of the national conference of commissioners on uniform state laws nccusl also known as the uniform law commission ulc is to promote the uniformity of state laws in the united states the ulc is a nonprofit association of more than 300 uniform law commissioners representing each state the district of columbia the commonwealth of puerto rico and the u s virgin islands the ulc s law commissioners must be members of the bar many of them are practicing lawyers law professors or judges 3while the ulc is responsible for researching proposing and drafting uniform state laws it is up to the individual state governments to decide if they will enact the laws recommended by the ulc the uniform partnership act is just one of many uniform laws drafted by the ulc that has been widely enacted by the states examples of other uniform acts include the uniform trust code uniform anatomical gift act uniform probate code uniform consumer credit code and uniform transfers to minors act 