Title 16, Business Entities

16-19-804. Power to bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act after dissolution which: (a) is appropriate for winding up the limited partnership's activities and affairs; or (b) would have bound the limited partnership under…

16-19-805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner. (1) If a general partner having knowledge of the dissolution causes a limited partnershi…

16-19-806. Known claims against dissolved limited partnership. (1) Except as otherwise provided in Subsection (4), a dissolved limited partnership may give notice of a known claim under Subsection (2), which has the effect provided in Subsection (3). (2)(a) A dissolved limited pa…

16-19-807. Other claims against dissolved limited partnership. (1) A dissolved limited partnership may publish notice of the dissolved limited partnership's dissolution and request persons having claims against the dissolved limited partnership to present the claims in accordance…

16-19-808. Court proceedings. (1)(a) A dissolved limited partnership that has published a notice under Section 16-19-807 may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for a determination of the amount and form of security to be pro…

16-19-809. Liability of general partner and person dissociated as general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred under Section 16-19-806, 16-19-807, or 16-19-808, any corresponding claim under Section 16…

16-19-810. Disposition of assets in winding up -- When contributions required. (1) In winding up a limited partnership's activities and affairs, a limited partnership shall apply the limited partnership's assets, including the contributions required by this section, to discharge …

16-19-901. Direct action by partner. (1) Subject to Subsection (2), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership's activities and affairs, to enforce the partner's rights and…

16-19-902. Derivative action. A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and t…

16-19-903. Proper plaintiff. A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and: (1) which was a partner when the conduct giving rise to the action occurred; or (2) whose sta…

16-19-904. Pleading. In a derivative action to enforce a right of a limited partnership, the complaint must state with particularity: (1) the date and content of the plaintiff's demand and the response to the demand by the general partner; or (2) why the demand should be excused …

16-19-905. Special litigation committee. (1)(a) If a limited partnership is named as or made a party in a derivative proceeding, the limited partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing …

16-19-906. Proceeds and expenses. (1) Except as otherwise provided in Subsection (2): (a) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and (b) if the plaintiff re…