Uniform Partnership Act - UPA

DEFINITION of 'Uniform Partnership Act - UPA'

A proposed state law drafted by the National Conference of Commissioners on Uniform State Laws (NCCUSL) regarding the governance of business partnerships residing in any state within the United States. The UPA also offers regulations governing the dissolution of a partnership when a partner dissociates.


The Uniform Partnership Act provides that 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. In addition, the UPA provides rules regarding partnership formation, fiduciary duties and the ownership of partnership assets. The initial Uniform Partnership Act was adopted in every state except Louisiana.

BREAKING DOWN 'Uniform Partnership Act - UPA'

The first Uniform Partnership Act was drafted in 1914. It has been revised and amended multiple times since, most recently in 1997. In 1996, the Limited Liability Partnership Amendments to the Uniform Partnership Act were promulgated and combined into the Uniform Partnership Act. Under the 1997 amendment, a partner's disassociation does not trigger dissolution unless a majority interest agrees to dissolution. The partnership automatically continues unless partners take action to dissolve the partnership within 90 days of the dissociation.