Title 48, Title 48: Unincorporated Business Entity Act

48-2e-117. Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission. (2) Delivery to the division is effec…

48-2e-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 partnerships subject to this chapter are governed by the amendment or repeal.

48-2e-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 its subject matter among states that enact the uniform act upon which this chapter is based.

48-2e-1202. 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…

48-2e-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. …

48-2e-1204. Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.

48-2e-1205. Application to existing relationships. (1) Before January 1, 2016, this chapter governs only: a limited partnership formed on or after January 1, 2014; and except as otherwise provided in Subsectionsand, a limited partnership formed before January 1, 2014, which elect…

48-2e-201. Formation of limited partnership -- Certificate of limited partnership. (1) To form a limited partnership, a person must deliver a certificate of limited partnership to the division for filing. (2) The certificate of limited partnership must state: the name of the limi…

48-2e-202. Amendment of restatement of certificate of limited partnership. (1) A certificate of limited partnership may be amended or restated at any time. (2) To amend its certificate of limited partnership, a limited partnership must deliver to the division for filing an amendm…

48-2e-203. Signing of records to be delivered for filing to division. (1) A record delivered to the division for filing pursuant to this chapter must be signed as follows: An initial certificate of limited partnership must be signed by all general partners listed in the certifica…

48-2e-204. Signing and filing pursuant to judicial order. (1) If a person required by this chapter to sign a record or deliver a record to the division for filing under this chapter does not do so, any other person that is aggrieved may petition a court with jurisdiction under, t…

48-2e-205. Filing requirements. (1) To be filed by the division pursuant to this chapter, a record must be received by the division, comply with this chapter, and satisfy the following: The filing of the record must be required or permitted by this chapter. The record must be phy…

48-2e-206. Effective time and date. Except as otherwise provided in Sectionand subject to Subsection, a record filed under this chapter is effective: (1) on the date and at the time of its filing by the division, as provided in Section; 48-2e-209 (2) on the date of filing and at …

48-2e-207. 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. 48-2e-1124 48…

48-2e-208. 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 …

48-2e-209. Duty of division to file -- Review of refusal to file -- Transmission of information by the 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)…

48-2e-210. 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…

48-2e-211. Certificate of existence or registration. (1) On request of any person, the division shall issue a certificate of existence for a limited partnership or a certificate of registration for a registered foreign limited partnership. (2) A certificate under Subsectionmust s…

48-2e-212. Annual report for division. (1) A limited partnership or a registered foreign limited partnership shall deliver to the division for filing an annual report that states: the name of the limited partnership or foreign limited partnership; the information required by Subs…

48-2e-301. Becoming limited partners. (1) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners. (2) After formation, a person becomes a limited partner: as provided in the partnership agreement…

48-2e-302. No agency power of limited partner as limited partner. (1) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner. (2) A person's status as a limited partner does not prevent or restrict law other than this chapter from i…

48-2e-303. No liability as limited partner for limited partnership obligations. (1) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indire…

48-2e-304. Rights to information of limited partner and person dissociated as limited partner. (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 pa…

48-2e-305. Limited duties of limited partners. (1) A limited partner shall discharge any duties to the limited partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contract…

48-2e-306. Person erroneously believing self to be limited partner. (1) Except as otherwise provided in Subsection, 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…

48-2e-401. Becoming general partner. (1) A person becomes a general partner: upon formation of a limited partnership, as agreed among the persons that are to be the initial partners; and after formation: as provided in the partnership agreement; under Subsectionfollowing the diss…

48-2e-402. General partner agent of limited partnership. (1) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the limited partnership's name, for apparentl…

48-2e-403. Limited partnership liable for general partner's actionable conduct. (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 actin…

48-2e-404. General partner's liability. (1) Except as otherwise provided in Subsectionsand, all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by la…

48-2e-405. Actions by and against partnership and partners. (1) To the extent not inconsistent with Section, a general partner may be joined in an action against the limited partnership or named in a separate action. 48-2e-404 (2) A judgment against a limited partnership is not b…

48-2e-406. Management rights of general partner. (1) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the lim…

48-2e-407. Rights to information of general partner and person dissociated as general partner. (1) A general partner may inspect and copy required information during regular business hours in the limited partnership's principal office, without having any particular purpose for se…

48-2e-408. Reimbursement, indemnification, advancement, and insurance. (1) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the limited partnership, if the general pa…

48-2e-409. Standards of conduct for general partners. (1) A general partner owes to the limited partnership and, subject to Subsection, the other partners the duties of loyalty and care stated in Subsectionsand. 48-2e-1001(1) (2) (3) (2) The duty of loyalty of a general partner i…

48-2e-501. Form of contribution. A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the limited partners…

48-2e-502. Liability for contribution. (1) A person's obligation to make a contribution to a limited 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 contr…

48-2e-503. Sharing of and right to distributions before dissolution. (1) Except to the extent necessary to comply with a transfer effective under Sectionor charging order in effect under Section, any distributions made by a limited partnership before its dissolution and winding u…

48-2e-504. Limitations on distributions. (1) A limited partnership may not make a distribution, including a distribution under Section, if after the distribution: 48-2e-813 the limited partnership would not be able to pay its debts as they become due in the ordinary course of the…

48-2e-505. Liability for improper distributions. (1) If a general partner consents to a distribution made in violation of Sectionand in consenting to the distribution fails to comply with Section, the general partner is personally liable to the limited partnership for the amount …

48-2e-601. Dissociation as limited partner. (1) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (2) A person is dissociated as a limited partner when: the limited partnership has notice of the p…

48-2e-602. Effect of dissociation as limited partner. (1) If a person is dissociated as a limited partner: subject to Section, the person does not have further rights as a limited partner; 48-2e-704 the person's contractual obligation of good faith and fair dealing as a limited p…

48-2e-603. Dissociation as general partner. A person is dissociated as a general partner when: (1) the limited partnership has notice of the person's express will to withdraw as a general partner, but, if the person specifies a withdrawal date later than the date the limited part…

48-2e-604. Power to dissociate as general partner -- Wrongful dissociation. (1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under Subsection. 48-2e-603(1) (2) A person's disso…

48-2e-605. Effect of dissociation as general partner. (1) If a person is dissociated as a general partner: the person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates; the person's duties and …

48-2e-606. Power to bind and liability of person dissociated as general partner. (1) After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under, or dissolved, the limited partnership is bound …

48-2e-607. Liability to other persons of person dissociated as general partner. (1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred…