Uniform Partnership Act and Revised Uniform Partnership Act
Before 1914, state statutes codifying the common law and civil law, regulated partnerships. In 1914 the National Conference of Commissioners on Uniform State Laws (NCCUSL) adopted the Uniform Partnership Act (UPA), which was a codification of the existing civil and common law provisions. The said Commission recommended it for adoption by all the state legislatures. In 1915 the American Bar Association approved the UPA. It was adopted by nearly every state in the USA except Louisiana.
After nearly eighty years of working of the Uniform Partnership Act, deliberations began on revising UPA in 1994. The American Bar Association House of Delegates approved revised version of the UPA in 1994. This revised version is known as Revised Uniform Partnership Act (RUPA).
There were again significant changes in the partnership law in 1996 and 1997. The RUPA accommodated the provisions for limited liability partnerships. More than 40 states or jurisdictions had by 1996 introduced limited liability provisions in their general partnership statutes.
At present every state in the USA except Louisiana has adopted the UPA or the RUPA and most states have introduced limited liability partnerships.
Partnerships are regulated by the provisions of the UPA or RUPA, as adopted or modified by the state of domicile of the concerned partnership firm. The stipulations in the partnership agreement also govern partnerships to the extent these provisions are legally sustainable under the partnership law of the particular state.
The Uniform Partnership Act and the Revised Uniform Partnership Act contains provisions on different aspects of partnership like formation, treatment of partnership assets, fiduciary duties of partners, mode of settlement of partnership disputes and termination. The partners may deviate from these default provisions to the extent permitted by the statute. RUPA is far more detailed than the UPA as to the degree to which the partnership agreement may depart from the default clauses in the statute. This is to provide autonomy and flexibility to the partners to frame their own rules of business, of course, under the checks and balances provided in the statute.
