Title 16, Business Entities

16-18-103. Governing law. The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations, or other liabilities of the partnership are governed by: (1) in the case of a limited liability partnership, the law of this state; and (2) in t…

16-18-104. Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

16-18-105. Partnership agreement -- Scope, function, and limitations. (1) Except as otherwise provided in Subsections (3) and (4), the partnership agreement governs: (a) relations among the partners as partners and between the partners and the partnership; (b) the activities and …

16-18-106. Partnership agreement -- Effect on partnership and person becoming partner -- Preformation agreement. (1) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement. (2) …

16-18-107. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of partnership. (1)(a) A partnership agreement may specify that the partnership's amendment requires the approval of a person that is not a party to the partnership agreeme…

16-18-108. Reservation of power to amend or repeal. The Legislature of this state has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign limited liability partnerships subject to this chapter are governed by the amendment or repeal.

16-18-109. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-18-1101. Definitions. As used in this part: (1) "Professional services partnership" means a limited liability partnership organized in accordance with this part to provide professional services. (2) "Regulating board" means the entity organized pursuant to state law that licen…

16-18-1102. Application of this part. If a conflict arises between this part and another provision of this chapter, this part controls.

16-18-1103. Providing a professional service. (1) Subject to Section 16-18-1104, a professional services partnership may provide a professional service in this state only through an individual licensed or otherwise authorized in this state to provide the professional service. (2)…

16-18-1104. Limit of one profession. (1) A professional services partnership organized to provide a professional service under this part may provide only: (a) one specific type of professional service; and (b) services ancillary to the professional service described in Subsection…

16-18-1105. Activity limitations. A professional services partnership may not do anything that an individual licensed to practice the profession that the professional services partnership is organized to provide is prohibited from doing.

16-18-1106. This part does not limit regulating board. This part does not restrict the authority or duty of a regulating board to license an individual providing a professional service or the practice of the profession that is within the jurisdiction of the regulating board, notw…

16-18-1107. Partner of a professional services partnership. A professional services partnership organized to provide a professional service: (1) may include a partner or employee who is authorized under the laws of the jurisdiction where the partner or employee resides to provide…

16-18-1108. Restriction on transfer by partner. (1) Except as provided in Subsections (2) and (3), a partner of a professional services partnership may sell or transfer the partner's interest in the professional services partnership only to: (a) the professional services partners…

16-18-1109. Purchase of interest upon death, incapacity, or disqualification of member. (1) Subject to this part, one or more of the following may provide for the purchase of a partner's interest in a professional services partnership upon the death, incapacity, or disqualificati…

16-18-1201. Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to this chapter's subject matter among states that enact the uniform act upon which this chapter …

16-18-1202. Severability clause. If any provision of this chapter or this chapter's application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision o…

16-18-1203. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but this chapter does not modify, limit, or supersede Sec. …

16-18-1204. Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.

16-18-1205. Application to existing relationships. (1) Before January 1, 2016, this chapter governs only: (a) a partnership formed on or after January 1, 2014; and (b) except as otherwise provided in Subsection (3), a partnership formed before January 1, 2014, which elects, in th…

16-18-201. Partnership as entity. (1) A partnership is an entity distinct from the partnership's partners. (2) A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under Section 16-18-1001.

16-18-202. Formation of partnership. (1) Except as otherwise provided in Subsection (2), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (2) An association formed u…

16-18-203. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually.

16-18-204. When property is partnership property. (1) Property is partnership property if acquired in the name of: (a) the partnership; or (b) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of …

16-18-301. Partner agent of partnership. Subject to the effect of a statement of partnership authority under Section 16-18-303, the following rules apply: (1)(a) Each partner is an agent of the partnership for the purpose of its activities and affairs. (b) An act of a partner, in…

16-18-302. Transfer of partnership property. (1) Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under Section 16-18-303, partnership property held in the name of the partnership may be transferred by an instru…

16-18-303. Statement of partnership authority. (1)(a) A partnership may deliver to the division for filing a statement of partnership authority. (b) The statement: (i) must include: (A) the name of the partnership; and (B) if the partnership is not a limited liability partnership…

16-18-304. Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the division for filing a statement of denial that: (1) provides the name of the partnership and the caption of the statement of authority to which the s…

16-18-305. Partnership liable for partner's actionable conduct. (1) A 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 partner acting in the ordinary course of acti…

16-18-306. Partner's liability. (1) Except as otherwise provided in Subsections (2) and (3), all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed to by the claimant or provided by law. (2) A per…

16-18-307. Actions by and against partnership and partners. (1) A partnership may sue and be sued in the name of the partnership. (2) To the extent not inconsistent with Section 16-18-306, a partner may be joined in an action against the partnership or named in a separate action.…

16-18-308. Liability of purported partner. (1)(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom t…

16-18-401. Becoming partner. (1) Upon formation of a partnership, a person becomes a partner under Subsection 16-18-202(1). (2) After formation of a partnership, a person becomes a partner: (a) as provided in the partnership agreement; (b) as a result of a transaction effective u…

16-18-402. Management rights of partners. (1) Each partner has equal rights in the management and conduct of the partnership's activities and affairs. (2) A partner may use or possess partnership property only on behalf of the partnership. (3) A partner is not entitled to remuner…

16-18-403. Rights of partners and person dissociated as partner to information. (1) A partnership shall keep the partnership's books and records, if any, at the partnership's principal office. (2) On reasonable notice, a partner may inspect and copy during regular business hours,…

16-18-404. Reimbursement, indemnification, advancement, and insurance. (1) A partnership shall reimburse a partner for any payment made by the partner in the course of the partner's activities on behalf of the partnership, if the partner complied with Sections 16-18-402 and 16-18…

16-18-405. Standards of conduct for partners. (1) A partner owes to the partnership and the other partners the duties of loyalty and care stated in Subsections (2) and (3). (2) The duty of loyalty of a partner includes the duties: (a) to account to the partnership and hold as tru…

16-18-406. Actions by partnership and partners. (1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (2) A partner may maintain an action against t…

16-18-407. Continuation of partnership beyond definite term or particular undertaking. (1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and …

16-18-501. Form of contribution. A contribution may consist of property transferred to, services performed for, or other benefit provided to the partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.

16-18-502. Liability for contribution. (1) A person's obligation to make a contribution to a partnership is not excused by the person's death, disability, dissolution, or other inability to perform personally. (2) If a person does not fulfill an obligation to make a contribution …

16-18-503. Sharing of and right to distributions before dissolution. (1) Any distributions made by a partnership before the partnership's dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under Se…

16-18-504. Limitation on distributions by limited liability partnership. (1) A limited liability partnership may not make a distribution, including a distribution under Section 16-18-906, if after the distribution: (a) the limited liability partnership would not be able to pay th…

16-18-505. Liability for improper distributions by a limited liability partnership. (1) If a partner of a limited liability partnership consents to a distribution made in violation of Section 16-18-504 and in consenting to the distribution fails to comply with Section 16-18-405, …

16-18-601. Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.