Title 16, Business Entities

16-18-603. Transfer of transferable interest. (1) A transfer, in whole or in part, of a transferable interest: (a) is permissible; (b) does not by itself cause a person's dissociation or a dissolution and winding up of the partnership's activities and affairs; and (c) subject to …

16-18-604. Charging order. (1)(a) 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. (b) A charging order constitutes a lien on a…

16-18-605. 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 16-18-603(3); and (2) for purposes of settling the estate, the rights the deceased part…

16-18-701. 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…

16-18-702. 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 16-18-701(1). (2) A person's dissociation as a partner is …

16-18-703. Effect of dissociation. (1) If a person's dissociation results in a dissolution and winding up of the partnership's activities and affairs, Part 9, Dissolution and Winding Up, applies, otherwise, Part 8, Partner's Dissociation When Business Not Wound Up, applies. (2) I…

16-18-801. 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 16-18-901, the partnership shall cause the pe…

16-18-802. 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…

16-18-803. Liability of person dissociated as partner to other persons. (1)(a) 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. (b) Exc…

16-18-804. 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…

16-18-805. 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…

16-18-901. 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…

16-18-902. Winding up. (1)(a) A dissolved partnership shall wind up the partnership's activities and affairs. (b) Except as otherwise provided in Section 16-18-903, a partnership only continues after dissolution for the purpose of winding up. (2) In winding up a partnership's act…

16-18-903. 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 Subsection 16-18-901(4) or (5) dissolving the partnership. (2) Resc…

16-18-904. Power to bind partnership after dissolution. (1) A partnership is bound by a partner's act after dissolution which: (a) is appropriate for winding up the partnership's activities and affairs; or (b) would have bound the partnership under Section 16-18-301 before dissol…

16-18-905. Liability after dissolution. (1) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Subsection 16-18-904(1) by an act that is not appropriate for winding up the partnership's activities and affairs, the partner is liable:…

16-18-906. Disposition of assets in winding up -- When contributions required. (1) In winding up a partnership's activities and affairs, a partnership shall apply the partnership's assets, including the contributions required by this section, to discharge the partnership's obliga…

16-18-907. Known claims against dissolved limited liability partnership. (1) Except as otherwise provided in Subsection (4), a dissolved limited liability partnership may give notice of a known claim under Subsection (2), which has the effect provided in Subsection (3). (2)(a) A …

16-18-908. Other claims against dissolved limited liability partnership. (1) A dissolved limited liability partnership may publish notice of the dissolved limited liability partnership's dissolution and request persons having claims against the dissolved limited liability partner…

16-18-909. Court proceedings. (1)(a) A dissolved limited liability partnership that has published a notice under Section 16-18-908 may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for a determination of the amount and form of security…

16-18-910. 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 16-18-907, 16-18-908, or 16-18-909, any corresponding claim under Se…

16-19-1001. 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 this chapter's subject matter among states that enact the uniform act upon which this chapter …

16-19-1002. Severability clause. If any provision of this chapter or this chapter's 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 o…

16-19-1003. 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. …

16-19-1004. Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.

16-19-1005. Application to existing relationships. (1) Before January 1, 2016, this chapter governs only: (a) a limited partnership formed on or after January 1, 2014; and (b) except as otherwise provided in Subsections (3) and (4), a limited partnership formed before January 1, …

16-19-101. Definitions. As used in this chapter: (1)(a) "Certificate of limited partnership" means the certificate required by Section 16-19-201. (b) "Certificate of limited partnership" includes the certificate as amended or restated. (2) "Contribution," except in the phrase "ri…

16-19-102. Knowledge -- Notice. (1) A person knows a fact if the person: (a) has actual knowledge of it; or (b) is deemed to know it under law other than this chapter. (2) A person has notice of a fact if the person: (a) has reason to know the fact from all of the facts known to …

16-19-103. Nature, purpose, and duration of limited partnership. (1)(a) A limited partnership is an entity distinct from the limited partnership's partners. (b) A limited partnership is the same entity regardless of whether the limited partnership's certificate states that the li…

16-19-104. Powers. A limited partnership has the capacity to sue and be sued in the limited partnership's own name and the power to do all things necessary or convenient to carry on the limited partnership's activities and affairs.

16-19-105. 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.

16-19-106. Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

16-19-107. Partnership agreement -- Scope, function, and limitations. (1) Except as otherwise provided in Subsections (3) and (4), the partnership agreement governs: (a) relations among the partners as partners and between the partners and the limited partnership; (b) the activit…

16-19-108. 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…

16-19-109. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of limited partnership. (1)(a) A partnership agreement may specify that an amendment to the partnership agreement requires the approval of a person that is not a party to t…

16-19-110. Required information. A limited partnership shall maintain at the limited partnership's 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 pa…

16-19-111. Dual capacity. (1) A person may be both a general partner and a limited partner. (2) A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. …

16-19-112. 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.

16-19-113. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-19-201. 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: (a) the name of the …

16-19-202. 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 a limited partnership's certificate of limited partnership, a limited partnership must deliver to the division …

16-19-301. 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: (a) as provided in the partnership agree…

16-19-302. 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…

16-19-303. No liability as limited partner for limited partnership obligations. (1)(a) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. (b) A limited partner is not personally liable, directly or…

16-19-304. Rights to information of limited partner and person dissociated as limited partner. (1)(a) 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…

16-19-305. 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…