Title 48, Title 48: Unincorporated Business Entity Act

48-1d-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…

48-1d-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 …

48-1d-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.

48-1d-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 …

48-1d-503. Sharing of and right to distributions before dissolution. (1) Any distributions made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under Sectionor chargi…

48-1d-504. Limitation on distributions by limited liability partnership. (1) A limited liability partnership may not make a distribution, including a distribution under Section, if after the distribution: 48-1d-906 the limited liability partnership would not be able to pay its de…

48-1d-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 Sectionand in consenting to the distribution fails to comply with Section, the partner is person…

48-1d-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.

48-1d-602. Nature of transferable interest. A transferable interest is personal property.

48-1d-603. Transfer of transferable interest. (1) A transfer, in whole or in part, of a transferable interest: is permissible; does not by itself cause a person's dissociation or a dissolution and winding up of the partnership's activities and affairs; and subject to Section, doe…

48-1d-604. Charging order. (1) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgme…

48-1d-605. Power of legal representative of deceased partner. If a partner dies, the deceased partner's legal representative may exercise: (1) the rights of a transferee provided in Subsection; and 48-1d-603(3) (2) for purposes of settling the estate, the rights the deceased part…

48-1d-701. Events causing dissociation. A person is dissociated as a partner when: (1) the partnership has notice of the person's express will to withdraw as a partner, but, if the person specified a withdrawal date later than the date the partnership had notice, on that later da…

48-1d-702. Power to dissociate as partner -- Wrongful dissociation. (1) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under Subsection. 48-1d-701(1) (2) A person's dissociation as a partner is …

48-1d-703. Effect of dissociation. (1) If a person's dissociation results in a dissolution and winding up of the partnership's activities and affairs,, applies, otherwise,, applies. Part 9, Dissolution and Winding Up Part 8, Partner's Dissociation When Business Not Wound Up (2) I…

48-1d-801. Purchase of interest of person dissociated as partner. (1) If a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership's activities and affairs under Section, the partnership shall cause the person's int…

48-1d-802. Power to bind and liability of person dissociated as partner. (1) After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership's activities and affairs and before the partnership is merged out of exist…

48-1d-803. Liability of person dissociated as partner to other persons. (1) A person's dissociation as a partner does not of itself discharge the person's liability as a partner for a debt, obligation, or other liability of the partnership incurred before dissociation. Except as …

48-1d-804. Statement of dissociation. (1) A person dissociated as a partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (2) A statement of dissociation is a limitation on the…

48-1d-805. Continued use of partnership name. Continued use of a partnership name, or name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligatio…

48-1d-901. Events causing dissolution. A partnership is dissolved, and the partnership's activities and affairs must be wound up, upon the occurrence of any of the following: (1) in a partnership at will, the partnership has notice of a person's express will to withdraw as a part…

48-1d-902. Winding up. (1) A dissolved partnership shall wind up the partnership's activities and affairs. Except as otherwise provided in Section, a partnership only continues after dissolution for the purpose of winding up. 48-1d-903 (2) In winding up a partnership's activities…

48-1d-903. Rescinding dissolution. (1) A partnership may rescind the partnership's dissolution, unless a statement of termination applicable to the partnership is effective or the court has entered an order under Subsectionordissolving the partnership. 48-1d-901(4) (5) (2) Rescin…

48-1d-904. Power to bind partnership after dissolution. (1) A partnership is bound by a partner's act after dissolution which: is appropriate for winding up the partnership's activities and affairs; or would have bound the partnership under Sectionbefore dissolution, if, at the t…

48-1d-905. Liability after dissolution. (1) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Subsectionby an act that is not appropriate for winding up the partnership's activities and affairs, the partner is liable: 48-1d-904(1) …

48-1d-906. Disposition of assets in winding up -- When contributions required. (1) In winding up its activities and affairs, a partnership shall apply its assets, including the contributions required by this section, to discharge the partnership's obligations to creditors, includ…

48-1d-907. Known claims against dissolved limited liability partnership. (1) Except as otherwise provided in Subsection, a dissolved limited liability partnership may give notice of a known claim under Subsection, which has the effect provided in Subsection. (4) (2) (3) (2) A dis…

48-1d-908. Other claims against dissolved limited liability partnership. (1) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the dissolved limited liability partnership to present them in accordance with th…

48-1d-909. Court proceedings. (1) A dissolved limited liability partnership that has published a notice under Sectionmay petition a court with jurisdiction under, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have…

48-1d-910. Liability of partner and person dissociation as partner when claim against limited liability partnership is barred. If a claim against a dissolved limited liability partnership is barred under Section,, or, any corresponding claim under Section,, oris also barred.

48-2e-1001. Direct action by partner. (1) Subject to Subsection, 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 ot…

48-2e-1002. 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 …

48-2e-1003. 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 st…

48-2e-1004. 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 demand should be excused as …

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…