Title 48, Title 48: Unincorporated Business Entity Act

48-1d-114. Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in Sections,,, and, a record delivered to the division for filing may be withdrawn before it takes effect by delivering to the division for filing a statement of withdrawal. 48-1d-1024 48…

48-1d-115. Correcting filed record. (1) A person on whose behalf a filed record was delivered to the division for filing may correct the record if: the record at the time of filing was inaccurate; the record was defectively signed; or the electronic transmission of the record to …

48-1d-116. Duty of division to file -- Review of refusal to file -- Transmission of information by division. (1) The division shall file a record delivered to the division for filing which satisfies this chapter. The duty of the division under this section is ministerial. (2) Whe…

48-1d-117. Liability for inaccurate information in filed record. (1) If a record delivered to the division for filing under this chapter and filed by the division contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for th…

48-1d-118. 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.

48-1d-1201. Governing law. (1) The law of the jurisdiction in which the statement of qualification or equivalent filing of a foreign limited liability partnership is filed governs: the internal affairs of the foreign limited liability partnership; and the liability of a partner a…

48-1d-1202. Registration to do business in this state. (1) A foreign limited liability partnership may not do business in this state until it registers with the division under this part. (2) A foreign limited liability partnership doing business in this state may not maintain an …

48-1d-1203. Foreign registration statement. To register to do business in this state, a foreign limited liability partnership must deliver a foreign registration statement to the division for filing. The statement must state: (1) the name of the foreign limited liability partners…

48-1d-1204. Amendment of foreign registration statement. A registered foreign limited liability partnership shall deliver to the division for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the foreign limited liability partnersh…

48-1d-1205. Activities not constituting doing business. (1) Activities of a foreign limited liability partnership which do not constitute doing business in this state under this part include: maintaining, defending, mediating, arbitrating, and settling an action or proceeding; ca…

48-1d-1206. Noncomplying name of foreign limited liability partnership. (1) A foreign limited liability partnership whose name does not comply with Sectionmay not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate …

48-1d-1207. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership. A registered foreign limited liability partnership that converts to a domestic limited liability partnership or to a domestic entity that is organized, incorporated, o…

48-1d-1208. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. (1) A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not organi…

48-1d-1209. Transfer of registration. (1) When a registered foreign limited liability partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the division to do business in thi…

48-1d-1210. Termination of registration. (1) The division may terminate the registration of a registered foreign limited liability partnership in the manner provided in Subsectionsandif the foreign limited liability partnership does not: (2) (3) pay, not later than 60 days after …

48-1d-1211. Withdrawal of registration of registered foreign limited liability partnership. (1) A registered foreign limited liability partnership may withdraw its registration by delivering a statement of withdrawal to the division for filing. The statement of withdrawal must st…

48-1d-1212. Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited liability partnership from doing business in this state in violation of this part.

48-1d-1301. 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…

48-1d-1302. Application of this part. If a conflict arises between this part and another provision of this chapter, this part controls.

48-1d-1303. Name limitations. (1) The name of a domestic professional services partnership and of a foreign professional services partnership authorized to transact business in this state, in addition to complying with Sectionsand: 48-1d-1105 48-1d-1206 may not contain language s…

48-1d-1304. Providing a professional service. (1) Subject to Section, 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. 48-1d-1305 (2)…

48-1d-1305. Limit of one profession. (1) A professional services partnership organized to provide a professional service under this part may provide only: one specific type of professional service; and services ancillary to the professional service described in Subsection. (1)(a)…

48-1d-1306. 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.

48-1d-1307. 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…

48-1d-1308. 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…

48-1d-1309. Restriction on transfer by partner. (1) Except as provided in Subsectionsand, a partner of a professional services partnership may sell or transfer the partner's interest in the professional services partnership only to: (2) (3) the professional services partnership; …

48-1d-1310. 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…

48-1d-1401. 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 its subject matter among states that enact the uniform act upon which this chapter is based.

48-1d-1402. Severability clause. If any provision of this chapter or its 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 or applicati…

48-1d-1403. 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. …

48-1d-1404. Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.

48-1d-1405. Application to existing relationships. (1) Before January 1, 2016, this chapter governs only: a partnership formed on or after January 1, 2014; and except as otherwise provided in Subsection, a partnership formed before January 1, 2014, which elects, in the manner pro…

48-1d-201. Partnership as entity. (1) A partnership is an entity distinct from its partners. (2) A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under Section. 48-1d-1101

48-1d-202. Formation of partnership. (1) Except as otherwise provided in Subsection, 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) (2) An association formed u…

48-1d-203. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually.

48-1d-204. When property is partnership property. (1) Property is partnership property if acquired in the name of: the partnership; or 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 the exis…

48-1d-301. Partner agent of partnership. Subject to the effect of a statement of partnership authority under Section, the following rules apply: (1) Each partner is an agent of the partnership for the purpose of its activities and affairs. An act of a partner, including the signi…

48-1d-302. Transfer of partnership property. (1) Partnership property may be transferred as follows: Subject to the effect of a statement of partnership authority under Section, partnership property held in the name of the partnership may be transferred by an instrument of transf…

48-1d-303. Statement of partnership authority. (1) A partnership may deliver to the division for filing a statement of partnership authority. The statement: must include: the name of the partnership; and if the partnership is not a limited liability partnership, the street and ma…

48-1d-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…

48-1d-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…

48-1d-306. Partner's liability. (1) Except as otherwise provided in Subsectionsand, 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) (3) (2) A pers…

48-1d-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, a partner may be joined in an action against the partnership or named in a separate action. 48-1d-306…

48-1d-308. Liability of purported partner. (1) 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 the …

48-1d-401. Becoming partner. (1) Upon formation of a partnership, a person becomes a partner under Subsection. 48-1d-202(1) (2) After formation of a partnership, a person becomes a partner: as provided in the partnership agreement; as a result of a transaction effective under; or…

48-1d-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…