Partnership and LLC Laws by State and the Rules They Fill In

Forty-one jurisdictions run general partnerships on the Revised Uniform Partnership Act (RUPA), nine still run them on the original Uniform Partnership Act of 1914, and Louisiana uses its Civil Code. For LLCs the map is more divided: 19 jurisdictions have the Uniform Law Commission's revised LLC act (RULLCA) or a state version of it, three still have the 1996 uniform act, and the rest, Delaware and New York among them, wrote their own.

The act matters most to partners who never signed anything. Under RUPA two people who "carry on as co-owners a business for profit" form a partnership "whether or not the persons intend to form a partnership" (§202), and the statute then supplies every rule they did not write: how profit is split, who can sign, who pays the debts and what a departing partner is owed. The table below says which act fills those gaps in each state; the sections after it say what the gaps are filled with. It is general information as of 1 October 2026, and a lawyer in the state should read the agreement against the state's own statute.

General partnership law is RUPA (the Uniform Partnership Act (1997), including its 2013 harmonized text), UPA (1914), or the state's own law. LLC law is RULLCA (the Uniform Limited Liability Company Act (2006), last amended 2013), a state version of it, the 1996 uniform act (ULLCA), or the state's own act. A state version follows the uniform text with its own changes and numbering; the defaults below are the uniform act's, so check the state's section before relying on one.

LLPs are available everywhere. LLLPs (limited partnerships whose general partners also have a liability shield) are marked "Yes" where the state is on the ULC's list for the 2001 limited partnership act, which provides them; "Not confirmed" means only that this compilation did not confirm it, not that the state lacks them.

The classification comes from the ULC's own enactment lists (2017 and 2018, the latest that could be read) and was checked against the state code where marked high. One state had moved since the list: Rhode Island adopted the 2013 partnership act effective 1 January 2023. Search by state.

Every rule below applies only "to the extent the partnership agreement does not otherwise provide" (§103(a)); a written agreement can change nearly all of them. Section numbers are the 1997 act's and, where the 2013 harmonized text renumbered them, its numbers too. A state's own numbering differs again.

Nine states still run partnerships on the 1914 act: Georgia, Indiana, Massachusetts, Michigan, Missouri, New Hampshire, New York, North Carolina and South Carolina. Its rules differ from RUPA's in ways a partner notices.

Under the 1914 act any partner's departure is a dissolution of the partnership as it stood, because the act defines dissolution as the change in relation when any partner ceases to be associated in carrying on the business (UPA (1914) §29). Whether the business then continues depends on the agreement or on the remaining partners buying out the departing one; there is no RUPA-style dissociation and mandatory buyout. Partners are liable jointly and severally for wrongful acts and breaches of trust, but only jointly for the partnership's other debts (§15), which matters to how a creditor has to sue. In these states the partnership agreement carries more weight, because the statute supplies less.

Louisiana never adopted either act. A partnership there is a juridical person under the Civil Code (art. 2801 et seq.), and a partner is bound for a "virile share" of its debts rather than for the whole (art. 2817).

Section numbers are the 2013 harmonized text of the uniform LLC act; a state version may number and word them differently.

An LLC's defaults differ from a partnership's at the two points where owners most often fall out: money in and money out.

No buyout on leaving. RUPA makes a partnership buy out a partner who leaves a business that carries on (§701). RULLCA does the opposite: a member may leave, but "a person's dissociation does not entitle the person to a distribution" (§404(b)), and the departing member keeps the economic rights as a transferee with no say. An LLC member without an operating agreement can be stuck holding a share they cannot sell and cannot cash.

Equal, not proportional, distributions. RULLCA splits distributions before dissolution equally among members (§404(a)), the same blind spot as RUPA's profit rule. The member who put in four times the capital gets the same check.

No agency by status. In a partnership every partner can bind the firm in the ordinary course (§301). Under RULLCA a member is not an agent of the LLC "solely by reason of being a member" (§301(a)); whether a member can sign for it is a question of ordinary agency law and of what the operating agreement says.

States with their own LLC acts often choose differently. Delaware's act declares a policy of giving "maximum effect to the principle of freedom of contract" in LLC agreements (6 Del. C. §18-1101(b)) and has its own defaults; New York, Texas and the others in the table that wrote their own acts have to be read on their own terms.

Partners who never wrote anything down are living under the table's defaults, and most of them do not want those defaults. The usual fixes are a written agreement that sets the profit split, says whether anyone is paid for work, limits who can sign and for how much, and says what a departing owner is paid and when. Those clauses are covered in Writing a Partnership Exit Clause Before You Sign and, for the buyout itself, How to Buy Out a Business Partner.

Liability is the other reason to look. A general partnership in a RUPA state exposes every partner to the whole of the firm's debts once its assets are exhausted (§§306, 307), which is the subject of Are You Liable for Your Business Partner's Debts. Filing as an LLP or forming an LLC changes that; what each costs to file by state is in LLC and LLP filing fees by state. When it ends, How to Dissolve a Business Partnership Step by Step and Judicial Dissolution by State pick up, and a partner leaving should also read the state's row in Non-Compete Laws by State.