Uniform Partnership Act
October 30, 2025
Corporate Compliance
Revised Uniform Partnership Act (RUPA)
The Revised Uniform Partnership Act (RUPA) is a model law that modernizes how partnerships are formed, governed, and dissolved across the United States. First introduced by the Uniform Law Commission (ULC) in 1997, RUPA has since been adopted by most states. Rhode Island enacted its version in 2023, followed by state-level updates in 2024 and 2025.
What Is the Revised Uniform Partnership Act?
The Revised Uniform Partnership Act replaced the original 1914 Uniform Partnership Act (UPA) to create consistency in partnership governance nationwide. It defines how partnerships are established and operated, covering key areas such as partner liability, fiduciary duties, partnership assets, profit allocation, and dissolution procedures.
Under RUPA, a partnership is treated as a separate legal entity, meaning the partnership itself, not its individual partners, owns property and assets. This structure helps prevent disputes over partnership assets when partners change or withdraw.
Key 2024–2025 Amendments and Effective Dates
2023 Baseline:
Rhode Island’s Uniform Partnership Act (Public Law 2023, Ch. 395) took effect on January 1, 2023, aligning the state’s laws with national RUPA standards for partnership formation, dissolution, and governance.
2024-2025 Updates:
Rhode Island
(Public Law 2024, Ch. 403 & H6344, 2025)
- Added an LLP insurance requirement for registered limited liability partnerships to demonstrate financial responsibility.
- Updated revocation and reinstatement procedures under § 7-12.1-903.1.
- Requires confirming tax and fee compliance before reinstatement.
H4: Delaware
- Amended the Delaware Revised Uniform Partnership Act (DRUPA) and Limited Partnership Act (RULPA) to clarify partnership formation, dissolution, and partner admission processes.
- Effective Aug 1, 2024, these amendments clarified formation and dissolution procedures, partner admission, and property ownership.
National Model Amendments:
The Uniform Law Commission (ULC) first promulgated the Revised Uniform Partnership Act in 1997 and last amended it in 2013. While no new model updates were adopted in 2024, the ULC continues to monitor business-entity laws and recommend clarifications to improve uniformity across jurisdictions. States such as Rhode Island and Delaware have since enacted or amended their own partnership statutes to align with the spirit of RUPA, ensuring greater consistency in how partnership assets, partner duties, and dissolution procedures are handled.
Why These Changes Matter for Businesses
The latest amendments emphasize the importance of accurate filings, insurance compliance, and proper management of partnership assets. Businesses should:
- Review partnership agreements to ensure compliance with new LLP insurance and revocation rules.
- Confirm that all partnership assets are correctly titled in the entity’s name.
- Maintain active registered agent and filing records in all jurisdictions.
- Verify tax and fee compliance before reinstatement filings.
RASi provides expert guidance and technology tools to help partnerships remain compliant as laws evolve, ensuring every entity maintains good standing in all states of operation.
Understanding Partnership Assets
Under RUPA, partnership assets belong to the partnership entity, not individual partners. This distinction protects business continuity and defines ownership rights when a partner departs.
Key best practices include:
- Listing real property and titles under the partnership’s name.
- Maintaining detailed records of capital contributions, asset purchases, and withdrawals.
- Reviewing partnership agreements to ensure fair allocation of profits, losses, and asset distributions.
RASi helps organizations maintain accurate asset records and compliance filings to protect business property and uphold partnership integrity.
State Adoption Overview
While nearly every U.S. jurisdiction has enacted a version of RUPA, each state’s provisions differ. For instance, Delaware’s DRUPA includes unique rules on partnership property and dissolution, while Rhode Island’s 2024-2025 amendments focus on LLP insurance and revocation procedures.
Because RUPA adoption is not fully uniform, multi-state partnerships must monitor local updates. RASi’s Corpliance® technology simplifies this process by tracking jurisdiction-specific deadlines, legislative changes, and filing obligations across the country.
Compliance You Can Trust
As partnership laws continue to evolve, RASi helps organizations protect their partnership assets and maintain compliance across all jurisdictions. With expert legal monitoring and technology-driven tools like Corpliance®, RASi ensures every filing, renewal, and amendment aligns with current state requirements.
Need guidance on keeping your partnership compliant? Contact RASi today to speak with a compliance professional and learn how we can help your business stay in good standing nationwide.
Frequently Asked Questions About RUPA
What is the Revised Uniform Limited Partnership Act?
The Revised Uniform Limited Partnership Act (RULPA) complements RUPA by addressing partnerships with both general and limited partners.
Why was the Revised Uniform Partnership Act created?
RUPA was designed to modernize outdated partnership laws and establish uniform rules for partnership governance and asset ownership.
Who Developed the Revised Uniform Partnership Act?
The Uniform Law Commission (ULC) created RUPA to standardize partnership laws and improve consistency across states.
Which States Have Adopted the Revised Uniform Partnership Act?
Most states, including Delaware and Rhode Island, have adopted RUPA or a local variation.