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GWarren Customer Advocate, Attorney
Category: Legal
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Experience:  30 yrs Counsel, claims, corp governance Fortune 100 financial insurance co., law firm. OH NJ license
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Hello, i have a general question-is that true that partnership

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Hello, i have a general question-is that true that partnership share subscriptions are usually irrevocable for some period of time?
Submitted: 8 years ago.
Category: Legal
Expert:  GWarren Customer Advocate replied 8 years ago.
Thank you for contacting justanswer.

In most states pre-incorporation limited partnership share subscriptions are irrevocable. Depending on the state statutes they may be irrevocable for periods of from three (3) months to one year. Usually the share subscriptions are payable in full, however, some boards permit payment in a number of installments.

Typically they become revocable after the partnership corporation is formed, however, again that may vary by state law as some states the subscriptions become payable immediately upon filing of the certification of partnership incorporation, others when the articles are filed and in others when the board of directors takes action.

Following is an ABA link to the Model Business Corporation Act (see 6.20) that may help you answer this an any other concerns. Typically states have adopted this Act in their own statutory construct.


(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the
subscription agreement provides a longer or shorter period or all the subscribers agree to revocation."

If you would like further clarification, please let me know.
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