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action actual authority agree allocated amendment apparent authority applicable approved ARTICLE assets board of directors Capital Account certificate of incorporation certificate of limited class or series conduct consent contract contribution corporation court Court of Chancery creditors dissociated partner dissolved distribution domestic limited liability effective date Equity Owner executed fiduciary duty foreign limited liability holder jurisdiction liability company agreement liability limited partnership limited liability company limited liability limited limited liability partnership limited partner ment merger or consolidation Nonrecourse Debt notice obligation operating agreement organization otherwise provided partner's dissociation partnership agreement partnership business partnership property payment person dissociated principal principal's profits purposes real property reasonable receive record registered agent restriction RULPA RUPA Secretary service of process shareholders shares ship specified statement of qualification statute stockholders SUBCHAPTER surviving or resulting term third party tion transaction transferable interest trust UPA Section vote