Title 48, Title 48: Unincorporated Business Entity Act

48-2e-1005. Special litigation committee. (1) 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 th…

48-2e-1006. Proceeds and expenses. (1) Except as otherwise provided in Subsection: (2) 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 if the plaintiff receives …

48-2e-101. Title. This chapter is known as the "Utah Uniform Limited Partnership Act."

48-2e-102. Definitions. As used in this chapter: (1) "Certificate of limited partnership" means the certificate required by Section. The term includes the certificate as amended or restated. 48-2e-201 (2) "Contribution," except in the phrase "right of contribution," means propert…

48-2e-103. Knowledge -- Notice. (1) A person knows a fact if the person: has actual knowledge of it; or is deemed to know it under law other than this chapter. (2) A person has notice of a fact if the person: has reason to know the fact from all of the facts known to the person a…

48-2e-104. Nature, purpose, and duration of limited partnership. (1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited pa…

48-2e-105. Powers. A limited partnership has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

48-2e-106. Governing law. The law of this state governs: (1) the internal affairs of a limited partnership; and (2) the liability of a partner as partner for the debts, obligations, or other liabilities of a limited partnership.

48-2e-107. Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

48-2e-108. Permitted names. (1) The name of a limited partnership may contain the name of any partner. (2) The name of a limited partnership that is not a limited liability limited partnership shall contain the words "limited partnership" or the abbreviation "L.P." or "LP" and ma…

48-2e-109. Reservation of name. (1) A person may reserve the exclusive use of a name that complies with Sectionby delivering an application to the division for filing. The application must state the name and address of the applicant and the name to be reserved. If the division fi…

48-2e-110. Registration of name. (1) A foreign limited partnership not registered to do business in this state under, may register its name, or an alternate name adopted pursuant to Section, if the name is distinguishable on the records of the division from the names that are not…

48-2e-1101. Definitions. In this part: (1) "Acquired entity" means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange. (2) "Acquiring entity" means the entity that acquires all of one or more classes or series of interests …

48-2e-1102. Relationship of part to other laws. This part does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this part.

48-2e-1103. Required notice or approval. (1) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an intere…

48-2e-1104. Status of filings. A filing under this part signed by a domestic entity becomes part of the public organic record of the entity if the entity's organic law provides that similar filings under that law become part of the public organic record of the entity.

48-2e-1105. Nonexclusivity. The fact that a transaction under this part produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this part.

48-2e-1106. Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, wheth…

48-2e-1107. Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this part by the unanimous vote or consent of its interest holders satisfies the requirements of this …

48-2e-1108. Appraisal rights. (1) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's orga…

48-2e-111. Registered agent. (1) Each limited partnership and each registered foreign limited partnership shall designate in accordance with Sectionand maintain a registered agent in this state. 16-17-203(1) (2) A limited partnership or registered foreign limited partnership may …

48-2e-112. Partnership agreement -- Scope, function, and limitations. (1) Except as otherwise provided in Subsectionsand, the partnership agreement governs: (3) (4) relations among the partners as partners and between the partners and the limited partnership; the activities and a…

48-2e-1121. Merger authorized. (1) By complying with Sectionsthrough: 48-2e-1121 48-2e-1126 one or more domestic limited partnerships may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and two or more foreign entities may merge in…

48-2e-1122. Plan of merger. (1) A domestic limited partnership may become a party to a merger under Sectionsthroughby approving a plan of merger. The plan must be in a record and contain: 48-2e-1121 48-2e-1126 as to each merging entity, its name, jurisdiction of formation, and ty…

48-2e-1123. Approval of merger. (1) A plan of merger is not effective unless it has been approved: by a domestic merging limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and in a record, by each partner of a domesti…

48-2e-1124. Amendment or abandonment of plan of merger. (1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic merging limited partnership may approve an amendment of a plan of merger: in the s…

48-2e-1125. Statement of merger. (1) A statement of merger must be signed by each merging entity and delivered to the division for filing. (2) A statement of merger must contain: the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviv…

48-2e-1126. Effect of merger. (1) When a merger becomes effective: the surviving entity continues or comes into existence; each merging entity that is not the surviving entity ceases to exist; all property of each merging entity vests in the surviving entity without transfer, rev…

48-2e-113. Partnership agreement -- Effect on limited partnership and person becoming partner -- Preformation agreement. (1) A limited partnership is bound by and may enforce the partnership agreement, whether or not the limited partnership has itself manifested assent to the par…

48-2e-1131. Interest exchange authorized. (1) By complying with Sectionsthrough: 48-2e-1131 48-2e-1136 a domestic limited partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligat…

48-2e-1132. Plan of interest exchange. (1) A domestic limited partnership may be the acquired entity in an interest exchange under Sectionsthroughby approving a plan of interest exchange. The plan must be in a record and contain: 48-2e-1131 48-2e-1136 the name of the acquired ent…

48-2e-1133. Approval of interest exchange. (1) A plan of interest exchange is not effective unless it has been approved: by all the partners of a domestic acquired limited partnership entitled to vote on or consent to any matter; and in a record, by each partner of the domestic a…

48-2e-1134. Amendment or abandonment of plan of interest exchange. (1) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic acquired limited partnership may approve an amendment of a p…

48-2e-1135. Statement of interest exchange. (1) A statement of interest exchange must be signed by a domestic acquired limited partnership and delivered to the division for filing. (2) A statement of interest exchange must contain: the name of the acquired limited partnership; th…

48-2e-1136. Effect of interest exchange. (1) When an interest exchange in which the acquired entity is a domestic limited partnership becomes effective: the interests in the domestic acquired limited partnership that are the subject of the interest exchange cease to exist or are …

48-2e-114. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of limited partnership. (1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the partnership agreement or the…

48-2e-1141. Conversion authorized. (1) As used in Sectionsthrough, the term "subject entity" includes a corporation, a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a limited liability company, a…

48-2e-1142. Plan of conversion. (1) A subject entity may convert to a domestic limited partnership or a domestic limited partnership may convert to a different type of entity under Sectionsthroughby approving a plan of conversion. The plan must be in a record and contain: 48-2e-1…

48-2e-1143. Approval of conversion. (1) A plan of conversion is not effective unless it has been approved: by a domestic converting limited partnership by all of the partners of the limited partnership entitled to vote on or consent to any matter; and in a record, by each partner…

48-2e-1144. Amendment or abandonment of plan of conversion. (1) A plan of conversion of a subject entity or domestic converting limited partnership may be amended: in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended;…

48-2e-1145. Statement of conversion. (1) A statement of conversion must be signed by the converting entity and delivered to the division for filing. (2) A statement of conversion must contain: the name, jurisdiction of formation, and type of entity of the converting entity; the n…

48-2e-1146. Effect of conversion. (1) When a conversion in which the converted entity is a subject entity or domestic limited partnership becomes effective: the converted entity is: organized under and subject to this chapter; and the same entity without interruption as the conve…

48-2e-115. Required information. A limited partnership shall maintain at its principal office the following information: (1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetica…

48-2e-1151. Domestication authorized. (1) By complying with Sectionsthrough, a domestic limited partnership may become a foreign limited partnership if the domestication is authorized by the law of the foreign jurisdiction. 48-2e-1151 48-2e-1156 (2) By complying with the provisio…

48-2e-1152. Plan of domestication. (1) A domestic limited partnership may become a foreign limited partnership in a domestication by approving a plan of domestication. The plan must be in a record and contain: the name of the domesticating limited partnership; the name and jurisd…

48-2e-1153. Approval of domestication. (1) A plan of domestication of a domestic domesticating limited partnership is not effective unless it has been approved: by all the partners entitled to vote on or consent to any matter; and in a record, by each partner that will have inter…