Title 16, Business Entities

16-19-404. General partner's liability. (1) Except as otherwise provided in Subsections (2) and (3), 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 provi…

16-19-405. Actions by and against partnership and partners. (1) To the extent not inconsistent with Section 16-19-404, a general partner may be joined in an action against the limited partnership or named in a separate action. (2)(a) A judgment against a limited partnership is no…

16-19-406. Management rights of general partner. (1)(a) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. (b) Except as otherwise provided in this chapter, any matter relating to the activities and affairs of …

16-19-407. 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…

16-19-408. 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…

16-19-409. Standards of conduct for general partners. (1) A general partner owes to the limited partnership and, subject to Subsection 16-19-901(1), the other partners the duties of loyalty and care stated in Subsections (2) and (3). (2) The duty of loyalty of a general partner i…

16-19-501. 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…

16-19-502. 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…

16-19-503. Sharing of and right to distributions before dissolution. (1) Except to the extent necessary to comply with a transfer effective under Section 16-19-702 or charging order in effect under Section 16-19-703, any distributions made by a limited partnership before the limi…

16-19-504. Limitations on distributions. (1) A limited partnership may not make a distribution, including a distribution under Section 16-19-811, if after the distribution: (a) the limited partnership would not be able to pay the limited partnership's debts as the debts become du…

16-19-505. Liability for improper distributions. (1) If a general partner consents to a distribution made in violation of Section 16-19-504 and in consenting to the distribution fails to comply with Section 16-19-409, the general partner is personally liable to the limited partne…

16-19-601. 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: (a) the limited partnership has notice of t…

16-19-602. Effect of dissociation as limited partner. (1) If a person is dissociated as a limited partner: (a) subject to Section 16-19-704, the person does not have further rights as a limited partner; (b) the person's contractual obligation of good faith and fair dealing as a l…

16-19-603. 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…

16-19-604. 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 16-19-603(1). (2) A person's disso…

16-19-605. Effect of dissociation as general partner. (1) If a person is dissociated as a general partner: (a) the person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates; (b) the person's dut…

16-19-606. 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 Chapter 1a, Part 7, Merger, Chapter 1a, Part 8, …

16-19-607. Liability to other persons of person dissociated as general partner. (1)(a) 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 incur…

16-19-701. Nature of transferable interest. (1) The only interest of a partner which is transferable is the partner's transferable interest. (2) A transferable interest is personal property.

16-19-702. 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 the person's dissociation or a dissolution and winding up of the limited partnership's activities and affairs; and (c) s…

16-19-703. 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…

16-19-704. 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 16-19-702(3); and (2) for the purposes of settling the estate, the rights of a current …

16-19-801. 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: (a) an event or circumstance that the partnership agreement states causes dissolution…

16-19-802. Winding up. (1)(a) A dissolved limited partnership shall wind up the limited partnership's activities and affairs. (b) Except as otherwise provided in Section 16-19-803, the limited partnership only continues after dissolution for the purpose of winding up. (2) In wind…

16-19-803. 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 Subsection 16-19-801(1)(f) dissolving the limit…

16-19-804. Power to bind partnership after dissolution. (1) A limited partnership is bound by a general partner's act after dissolution which: (a) is appropriate for winding up the limited partnership's activities and affairs; or (b) would have bound the limited partnership under…

16-19-805. 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…

16-19-806. Known claims against dissolved limited partnership. (1) Except as otherwise provided in Subsection (4), a dissolved limited partnership may give notice of a known claim under Subsection (2), which has the effect provided in Subsection (3). (2)(a) A dissolved limited pa…

16-19-807. Other claims against dissolved limited partnership. (1) A dissolved limited partnership may publish notice of the dissolved limited partnership's dissolution and request persons having claims against the dissolved limited partnership to present the claims in accordance…

16-19-808. Court proceedings. (1)(a) A dissolved limited partnership that has published a notice under Section 16-19-807 may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for a determination of the amount and form of security to be pro…

16-19-809. 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 16-19-806, 16-19-807, or 16-19-808, any corresponding claim under Section 16…

16-19-810. Disposition of assets in winding up -- When contributions required. (1) In winding up a limited partnership's activities and affairs, a limited partnership shall apply the limited partnership's assets, including the contributions required by this section, to discharge …

16-19-901. Direct action by partner. (1) Subject to Subsection (2), 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…

16-19-902. 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 t…

16-19-903. 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 sta…

16-19-904. 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 the demand should be excused …

16-19-905. Special litigation committee. (1)(a) 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 …

16-19-906. Proceeds and expenses. (1) Except as otherwise provided in Subsection (2): (a) 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 (b) if the plaintiff re…

16-20-1001. Series of transferable interests. (1)(a) An operating agreement may establish or provide for the establishment of a designated series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the limited l…

16-20-1002. Notice of limitation on liability of a series. (1)(a) Notice in a limited liability company's certificate of organization of the limitation on liabilities of a series as referenced in Subsection 16-20-1001(2)(e) is sufficient for all purposes of this part whether or n…

16-20-1003. Agreement to be liable. Notwithstanding Section 16-20-304, or a contrary provision in an operating agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, or liabilities of one or more series.

16-20-1004. Series related provisions in operating agreement. (1) An operating agreement may provide for classes or groups of members or managers associated with a series having such relative rights, powers, and duties as the operating agreement may provide. (2) The operating agr…

16-20-1005. Management of a series. (1) A series is member-managed unless the operating agreement: (a) expressly provides that: (i) the series is or will be "manager-managed"; (ii) the series is or will be "managed by managers"; or (iii) management of the series is or will be "ve…

16-20-1006. Series distributions. (1) Any distribution made by a series before its dissolution and winding up must be in equal shares among the series members and dissociated series members, except to the extent necessary to comply with any transfer effective under Section 16-20-…

16-20-1007. Events causing dissociation from a series. (1) Unless otherwise provided in the operating agreement, a member ceases to be associated with a series and to have the power to exercise a right or power of a member with respect to the series upon the assignment of all of …

16-20-1008. Dissolution of a series. (1) Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company. (2) The dissolution of a series does not affect the li…