Title 48, Title 48: Unincorporated Business Entity Act

48-1d-1004. 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.

48-1d-1005. 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.

48-1d-1006. 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…

48-1d-1007. 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 …

48-1d-1008. 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…

48-1d-101. Title. This chapter may be cited as the "Utah Uniform Partnership Act."

48-1d-102. Definitions. As used in this chapter: (1) "Business" includes every trade, occupation, and profession. (2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in Sectionwhich is provided by a person to a partnership to be…

48-1d-1021. Merger authorized. (1) By complying with Sectionsthrough: 48-1d-1021 48-1d-1026 one or more domestic 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 into a dom…

48-1d-1022. Plan of merger. (1) A domestic partnership may become a party to a merger under Sectionsthroughby approving a plan of merger. The plan must be in a record and contain: 48-1d-1021 48-1d-1026 as to each merging entity, its name, jurisdiction of formation, and type of en…

48-1d-1023. Approval of merger. (1) A plan of merger is not effective unless it has been approved: by a domestic merging partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and in a record, by each partner of a domestic merging partne…

48-1d-1024. 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 partnership may approve an amendment of a plan of merger: in the same mann…

48-1d-1025. 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…

48-1d-1026. 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…

48-1d-103. Knowledge -- Notice. (1) A person knows a fact if the person: has actual knowledge of it; or is deemed to know it under Subsectionor law other than this chapter. (4)(a) (2) A person has notice of a fact if the person: has reason to know the fact from all the facts know…

48-1d-1031. Interest exchange authorized. (1) By complying with Sectionsthrough: 48-1d-1031 48-1d-1036 a domestic partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, mo…

48-1d-1032. Plan of interest exchange. (1) A domestic 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: 48-1d-1031 48-1d-1036 the name of the acquired entity; the…

48-1d-1033. 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 partnership entitled to vote on or consent to any matter; and in a record, by each partner of the domestic acquired …

48-1d-1034. 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 partnership may approve an amendment of a plan of i…

48-1d-1035. Statement of interest exchange. (1) A statement of interest exchange must be signed by a domestic acquired partnership and delivered to the division for filing. (2) A statement of interest exchange must contain: the name of the acquired partnership; the name, jurisdic…

48-1d-1036. Effect of interest exchange. (1) When an interest exchange in which the acquired entity is a domestic partnership becomes effective: the interests in the domestic acquired partnership that are the subject of the interest exchange cease to exist or are converted or exc…

48-1d-104. Governing law. The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations, or other liabilities of the partnership are governed by: (1) in the case of a limited liability partnership, the law of this state; and (2) in t…

48-1d-1041. 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…

48-1d-1042. Plan of conversion. (1) A subject entity may convert to a domestic partnership or a domestic 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: 48-1d-1041 48-1d-1046 t…

48-1d-1043. Approval of conversion. (1) A plan of conversion is not effective unless it has been approved: by a domestic converting partnership by all the partners of the partnership entitled to vote on or consent to any matter; and in a record, by each partner of a domestic conv…

48-1d-1044. Amendment or abandonment of plan of conversion. (1) A plan of conversion of a subject entity or domestic converting 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; or by t…

48-1d-1045. 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…

48-1d-1046. Effect of conversion. (1) When a conversion in which the converted entity is a subject entity or domestic partnership becomes effective: the converted entity is: organized under and subject to this chapter; and the same entity without interruption as the converting en…

48-1d-105. Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

48-1d-1051. Domestication authorized. (1) By complying with Sectionsthrough, a domestic limited liability partnership may become a foreign limited liability partnership if the domestication is authorized by the law of the foreign jurisdiction. 48-1d-1051 48-1d-1056 (2) By complyi…

48-1d-1052. Plan of domestication. (1) A domestic limited liability partnership may become a foreign limited liability 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 liability pa…

48-1d-1053. Approval of domestication. (1) A plan of domestication of a domestic domesticating limited liability 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 …

48-1d-1054. Amendment or abandonment of plan of domestication. (1) A plan of domestication of a domestic domesticating limited liability 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…

48-1d-1055. Statement of domestication. (1) A statement of domestication must be signed by the domesticating limited liability partnership and delivered to the division for filing. (2) A statement of domestication must contain: the name of the domesticating limited liability part…

48-1d-1056. Effect of domestication. (1) When a domestication becomes effective: the domesticated limited liability partnership is: organized under and subject to the organic law of the domesticated limited liability partnership; and the same entity without interruption as the do…

48-1d-106. 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 partnership; the activities and affairs o…

48-1d-107. Partnership agreement -- Effect on partnership and person becoming partner -- Preformation agreement. (1) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement. (2) …

48-1d-108. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of 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 satisfa…

48-1d-109. Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, the United States Postal Service, commercial delivery service, and electronic transmission. (2) Delivery to the division is effecti…

48-1d-110. Signing of records to be delivered for filing to division. (1) A record delivered to the division for filing pursuant to this chapter must be signed as follows: Except as otherwise provided in Subsectionsand, a record signed by a partnership must be signed by a person …

48-1d-1101. Statement of qualification. (1) A partnership may become a limited liability partnership pursuant to this section. (2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote or consent necessary to amend th…

48-1d-1102. Administrative revocation of statement of qualification. (1) The division may commence a proceeding under Subsectionsandto revoke the statement of qualification of a limited liability partnership administratively if the limited liability partnership does not: (2) (3) …

48-1d-1103. Reinstatement. (1) A limited liability partnership whose statement of qualification has been revoked administratively under Sectionmay apply to the division for reinstatement of the statement of qualification under the limited liability partnership's same name, at any…

48-1d-1104. Judicial review of denial of reinstatement. (1) If the division denies a limited liability partnership's application for reinstatement following administrative revocation of the limited liability partnership's statement of qualification, the division shall serve the l…

48-1d-1105. Permitted names. (1) The name of a partnership that is not a limited liability partnership may not contain the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P.", "L.L.P.", "RLLP", or "LLP". (2) The name…

48-1d-1106. 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 f…

48-1d-1107. Registration of name. (1) A foreign limited liability 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 t…