Title 16, Business Entities

16-18-701. Events causing dissociation. A person is dissociated as a partner when: (1) the partnership has notice of the person's express will to withdraw as a partner, but, if the person specified a withdrawal date later than the date the partnership had notice, on that later da…

16-18-702. Power to dissociate as partner -- Wrongful dissociation. (1) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under Subsection 16-18-701(1). (2) A person's dissociation as a partner is …

16-18-703. Effect of dissociation. (1) If a person's dissociation results in a dissolution and winding up of the partnership's activities and affairs, Part 9, Dissolution and Winding Up, applies, otherwise, Part 8, Partner's Dissociation When Business Not Wound Up, applies. (2) I…

16-18-801. Purchase of interest of person dissociated as partner. (1) If a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership's activities and affairs under Section 16-18-901, the partnership shall cause the pe…

16-18-802. Power to bind and liability of person dissociated as partner. (1) After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership's activities and affairs and before the partnership is merged out of exist…

16-18-803. Liability of person dissociated as partner to other persons. (1)(a) A person's dissociation as a partner does not of itself discharge the person's liability as a partner for a debt, obligation, or other liability of the partnership incurred before dissociation. (b) Exc…

16-18-804. Statement of dissociation. (1) A person dissociated as a partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (2) A statement of dissociation is a limitation on the…

16-18-805. Continued use of partnership name. Continued use of a partnership name, or name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligatio…

16-18-901. Events causing dissolution. A partnership is dissolved, and the partnership's activities and affairs must be wound up, upon the occurrence of any of the following: (1) in a partnership at will, the partnership has notice of a person's express will to withdraw as a part…

16-18-902. Winding up. (1)(a) A dissolved partnership shall wind up the partnership's activities and affairs. (b) Except as otherwise provided in Section 16-18-903, a partnership only continues after dissolution for the purpose of winding up. (2) In winding up a partnership's act…

16-18-903. Rescinding dissolution. (1) A partnership may rescind the partnership's dissolution, unless a statement of termination applicable to the partnership is effective or the court has entered an order under Subsection 16-18-901(4) or (5) dissolving the partnership. (2) Resc…

16-18-904. Power to bind partnership after dissolution. (1) A partnership is bound by a partner's act after dissolution which: (a) is appropriate for winding up the partnership's activities and affairs; or (b) would have bound the partnership under Section 16-18-301 before dissol…

16-18-905. Liability after dissolution. (1) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Subsection 16-18-904(1) by an act that is not appropriate for winding up the partnership's activities and affairs, the partner is liable:…

16-18-906. Disposition of assets in winding up -- When contributions required. (1) In winding up a partnership's activities and affairs, a partnership shall apply the partnership's assets, including the contributions required by this section, to discharge the partnership's obliga…

16-18-907. Known claims against dissolved limited liability partnership. (1) Except as otherwise provided in Subsection (4), a dissolved limited liability partnership may give notice of a known claim under Subsection (2), which has the effect provided in Subsection (3). (2)(a) A …

16-18-908. Other claims against dissolved limited liability partnership. (1) A dissolved limited liability partnership may publish notice of the dissolved limited liability partnership's dissolution and request persons having claims against the dissolved limited liability partner…

16-18-909. Court proceedings. (1)(a) A dissolved limited liability partnership that has published a notice under Section 16-18-908 may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for a determination of the amount and form of security…

16-18-910. Liability of partner and person dissociation as partner when claim against limited liability partnership is barred. If a claim against a dissolved limited liability partnership is barred under Section 16-18-907, 16-18-908, or 16-18-909, any corresponding claim under Se…