The Uniform Partnership Act (UPA) governs partnerships and has been adopted in every State other than Louisiana. The UPA governs the relations among partners in situations they have not addressed in a partnership agreement. The primary focus of the UPA is the small, often informal, partnership. Larger partnerships generally have a partnership agreement addressing, and often modifying, many of the provisions of the partnership act.
The basic thrust of the UPA is to provide stability for partnerships that have continuation agreements. Under some law, a partnership is dissolved every time a member leaves. The UPA provides that there are many departures or "dissociations" that do not result in a dissolution. Some of the issues dealt with in the UPA include fiduciary duties of partners, partners' joint and several liability, and title to partnership property.
