Title 48, Title 48: Unincorporated Business Entity Act

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…

48-2e-701. Nature of transferable interest. The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.

48-2e-702. Transfer of transferable interest. (1) A transfer, in whole or in part, of a transferable interest: is permissible; does not by itself cause the person's dissociation or a dissolution and winding up of the limited partnership's activities and affairs; and subject to Se…

48-2e-703. 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…

48-2e-704. 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 48-2e-702(3) (2) for the purposes of settling the estate, the rights of a current …

48-2e-801. Events causing dissolution. (1) A limited partnership is dissolved, and the limited partnership's activities and affairs must be wound up, upon the occurrence of any of the following: an event or circumstance that the partnership agreement states causes dissolution; th…

48-2e-802. Winding up. (1) A dissolved limited partnership shall wind up the limited partnership's activities and affairs. Except as otherwise provided in Section, the limited partnership only continues after dissolution for the purpose of winding up. 48-2e-803 (2) In winding up …

48-2e-803. Rescinding dissolution. (1) A limited partnership may rescind the limited partnership's dissolution, unless a statement of termination applicable to the limited partnership is effective, a court has entered an order under Subsectiondissolving the limited partnership, o…

48-2e-804. Power to bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act after dissolution which: is appropriate for winding up the limited partnership's activities and affairs; or would have bound the limited partnership under Section…

48-2e-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…

48-2e-806. Known claims against dissolved limited partnership. (1) Except as otherwise provided in Subsection, a dissolved limited partnership may give notice of a known claim under Subsection, which has the effect provided in Subsection. (4) (2) (3) (2) A dissolved limited partn…

48-2e-807. Other claims against dissolved limited partnership. (1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the dissolved limited partnership to present them in accordance with the notice. (2) A notice under S…

48-2e-808. Court proceedings. (1) A dissolved limited 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 not been …

48-2e-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,, or, any corresponding claim under Sectionoris also barred.

48-2e-810. Administrative dissolution. (1) The division may commence a proceeding under Subsectionsandto dissolve a limited partnership administratively if the limited partnership does not: (2) (3) pay any fee, tax, or penalty required to be paid to the division not later than 60…

48-2e-811. Reinstatement. (1) A limited partnership that is administratively dissolved under Sectionmay apply to the division for reinstatement under the limited partnership's same name at any time after the effective date of dissolution if the limited partnership's name is avail…

48-2e-812. Judicial review of denial of reinstatement. (1) If the division denies a limited partnership's application for reinstatement following administrative dissolution, the division shall serve the limited partnership with notice in a record that explains the reasons for the…