Title 35, Title 35

In this chapter, the following definitions apply: (1) "Certificate of limited partnership" means the certificate required by 35-12-601. The term includes the certificate as amended or restated. (2) "Contribution", except in the phrase "right of contribution", means any benefit pr…

(1) The name of a limited partnership may contain the name of any partner. (2) The name of each limited partnership that is not a limited liability partnership must contain the phrase "limited partnership" or the abbreviation "l.p." or "lp" and may not contain the phrase "limited…

(1) The exclusive right to the use of a name that complies with 35-12-505 may be reserved by: (a) any person intending to organize a limited partnership under this chapter and to adopt the name; (b) a limited partnership or a foreign limited partnership authorized to transact bus…

A limited partnership shall maintain at its principal office the following information: (1) a current list showing the full name and last-known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners…

(1) A limited partnership is an entity distinct from its partners' partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (2) A limited partnership may be organized u…

A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.

(1) A person knows a fact if the person has actual knowledge of it. (2) A person has notice of a fact if the person: (a) knows of it; (b) has received a notification of it; (c) has reason to know it exists from all of the facts known to the person at the time in question; or (d) …

A limited partnership has the power to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partn…

The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.

(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in 31-1-106.

(1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners a…

Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney-in-fact.

The secretary of state shall set filing fees for processing the applications and certificates. The secretary of state may establish fees for filing a certificate of limited partnership, a certificate of amendment or restatement, a certificate of cancellation, an application to re…

The attorney general may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this chapter.

(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state: (a) the name of the limited partnership, which must comply with 35-12-505; (b) the information required by…

(1) In order to amend its certificate of limited partnership, a limited partnership shall deliver to the secretary of state for filing an amendment or, pursuant to Title 35, chapter 12, part 15, articles of merger stating: (a) the name of the limited partnership; (b) the date of …

(1) A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of cancellation that states: (a) the name of the limited partnership; (b) the date of filing of its certificate of limited partnership; and (c) the reaso…

(1) Each record delivered to the secretary of state for filing pursuant to this chapter must be signed in the following manner: (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (b) An amendment adding or deleting …

(1) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the district court to order: (a) the person to sign the record; (b) the person to deliver the record …

(1) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, any person that suffers loss by reliance on the information may recover damages for the loss from: (a) a person that signed the record…

(1) Certification of a limited partnership or a certificate of authority of a foreign limited partnership is effective for a term of 5 years from the date of filing or renewal of certification or the date of issuance of a certificate. Upon application for renewal of certification…

The application for renewal of certification of a limited partnership must be executed and delivered to the secretary of state. The application must include but is not limited to the information required by 35-12-601.

(1) If the secretary of state finds that the application for renewal of certification of a limited partnership complies with the provisions of this part, the secretary of state shall, when all fees have been paid as provided by rule: (a) endorse on the application the word "filed…

For a certificate filed prior to July 1, 1991, the secretary of state shall cancel the certificate of limited partnership after July 1, 1992, if the certification is more than 5 years old and not renewed in accordance with this part.

(1) A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. Unless the secretary of …

(1) The secretary of state may treat a facsimile copy of a document that is required to be filed under this chapter and the signatures on the facsimile copy in the same manner as an original for purposes of this chapter. If all other requirements are met, the date of filing relat…

(1) A limited partnership or foreign limited partnership may deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the secretary of state and filed by the secret…

(1) The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of fact for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of limited partnership an…

(1) The application for renewal of a certificate of authority of a foreign limited partnership must be executed by the general partners and delivered to the secretary of state. (2) The application must include the following information: (a) the name of the foreign limited partner…

(1) If a certificate of limited partnership was canceled under 35-12-610 for failure to renew, an application for reinstatement of the original certificate may be made to the secretary of state within 5 years after the effective date of the cancellation. (2) The application must:…

A person becomes a limited partner: (1) as provided in the partnership agreement; (2) as the result of a conversion or merger under Title 35, chapter 12, part 15; or (3) with the consent of all the partners.

An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of a limited partnership…

(1) Except as otherwise provided in subsection (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the obligations by reason of making the inves…

(1) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seek…

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.

(1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (2) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partne…

A person becomes a general partner: (1) as provided in the partnership agreement; (2) under 35-12-1201(1)(c)(ii) following the dissociation of a limited partnership's last general partner; (3) as the result of a conversion or merger under Title 35, chapter 12, part 15; or (4) wit…

(1) Except as otherwise provided in subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (2) A person that becomes a general partner of an existing…

(1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or …

(1) A limited partnership is liable for loss or injury caused to a person or for a penalty incurred as a result of a wrongful act or omission or other actionable conduct of a general partner acting in the ordinary course of activities of the limited partnership or with authority …

(1) To the extent not inconsistent with 35-12-803, a general partner may be joined in an action against the limited partnership or named in a separate action. (2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a …

(1) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if…

(1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (a) in the limited partnership's principal office, required information; and (b) at a reasonable location specified by the limited partner…

(1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (2) and (3). (2) A general partner's duty of loyalty to the limited partnership and the other partners is limited to the…

A contribution of a partner consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for services to be performed.