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First Substitute S.B. 131
This document includes Senate 3rd Reading Floor Amendments incorporated into the bill on Mon, Feb 28, 2011 at 11:39 AM by kcallred. -->
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7 LONG TITLE
8 General Description:
9 This bill repeals the existing Partnership Act, Utah Revised Uniform Limited
10 Partnership Act, and Utah Revised Limited Liability Company Act, and enacts with
11 modifications the Utah Uniform Partnership Act, Utah Uniform Limited Partnership
12 Act, and Utah Revised Uniform Limited Liability Company Act.
13 Highlighted Provisions:
14 This bill:
15 . enacts provisions related to partnerships, including:
16 . enacting general provisions related to partnerships such as defining terms,
17 addressing what constitutes knowledge and notice, addressing the effect of a
18 partnership agreement, designating supplemental principles of law, providing
19 for execution, filing, and recording of statements, addressing what is the
20 governing law, and the affects of amendments or repeals to the chapter;
21 . addressing the nature of a partnership;
22 . addressing the relations of partners to persons dealing with a partnership;
23 . addressing relations of partners to each other and to the partnership;
24 . addressing transferees and creditors of partners;
25 . providing for a partner's dissociation including when business is not wound up;
26
27 . providing for conversion and merger; and
28 . providing for a limited liability partnership, a limited liability partnership that
29 provides a professional service, and foreign limited liability partnership;
30 . enacts provisions related to limited partnerships, including:
31 . providing for general provisions related to limited partnerships;
32 . addressing formation of limited partnerships and various filing requirements;
33 . addressing limited partners;
34 . addressing general partners;
35 . providing for contributions and distributions;
36 . providing for dissociation;
37 . addressing transferable interests and rights of transferees and creditors;
38 . providing for dissolution;
39 . addressing foreign limited partnerships;
40 . providing for actions by partners; and
41 . providing for conversions and mergers;
42 . enacts provisions related to limited liability companies, including:
43 . addressing various general provisions related to limited liability companies;
44 . providing for the formation and filings of limited liability companies;
45 . addressing relations of members and managers to a person dealing with a
46 limited liability company;
47 . addressing relations of members to each other and to the limited liability
48 company;
49 . addressing transferable interests and rights of transferees and creditors;
50 . providing for dissociation;
51 . providing for dissolution and winding up;
52 . addressing foreign limited liability companies;
53 . providing for actions by members;
54 . providing for merger, conversion, and domestication;
55 . providing for professional services companies;
56 . providing for series; and
57
58 . includes miscellaneous provisions such as providing for uniformity of application,
59 severability, and savings; and
60 . makes technical and conforming amendments.
61 Money Appropriated in this Bill:
62 None
63 Other Special Clauses:
64 This bill takes effect on July 1, 2012.
65 Utah Code Sections Affected:
66 AMENDS:
67 7-1-810, as last amended by Laws of Utah 2008, Chapter 382
68 7-3-10, as last amended by Laws of Utah 2007, Chapter 277
69 7-8-3, as last amended by Laws of Utah 2004, Chapter 92
70 13-34-114, as last amended by Laws of Utah 2010, Chapter 218
71 16-6a-1008.7, as last amended by Laws of Utah 2006, Chapter 228
72 16-10a-401, as last amended by Laws of Utah 2010, Chapters 218 and 378
73 16-10a-1008.7, as enacted by Laws of Utah 2002, Chapter 193
74 16-11-16, as last amended by Laws of Utah 2010, Chapters 218 and 378
75 16-16-111, as last amended by Laws of Utah 2010, Chapter 378
76 16-17-102, as enacted by Laws of Utah 2008, Chapter 364
77 31A-37a-102, as enacted by Laws of Utah 2008, Chapter 302
78 46-4-503, as last amended by Laws of Utah 2008, Chapter 382
79 53C-1-201, as last amended by Laws of Utah 2010, Chapter 218
80 61-2b-25, as last amended by Laws of Utah 2010, Chapter 379
81 61-2f-401, as last amended by Laws of Utah 2010, Chapter 184 and renumbered and
82 amended by Laws of Utah 2010, Chapter 379
83 75-7-1011, as enacted by Laws of Utah 2004, Chapter 89
84 ENACTS:
85 48-1a-101, Utah Code Annotated 1953
86 48-1a-102, Utah Code Annotated 1953
87 48-1b-101, Utah Code Annotated 1953
88
89 48-1b-103, Utah Code Annotated 1953
90 48-1b-104, Utah Code Annotated 1953
91 48-1b-105, Utah Code Annotated 1953
92 48-1b-106, Utah Code Annotated 1953
93 48-1b-107, Utah Code Annotated 1953
94 48-1b-201, Utah Code Annotated 1953
95 48-1b-202, Utah Code Annotated 1953
96 48-1b-203, Utah Code Annotated 1953
97 48-1b-204, Utah Code Annotated 1953
98 48-1b-301, Utah Code Annotated 1953
99 48-1b-302, Utah Code Annotated 1953
100 48-1b-303, Utah Code Annotated 1953
101 48-1b-304, Utah Code Annotated 1953
102 48-1b-305, Utah Code Annotated 1953
103 48-1b-306, Utah Code Annotated 1953
104 48-1b-307, Utah Code Annotated 1953
105 48-1b-308, Utah Code Annotated 1953
106 48-1b-401, Utah Code Annotated 1953
107 48-1b-402, Utah Code Annotated 1953
108 48-1b-403, Utah Code Annotated 1953
109 48-1b-404, Utah Code Annotated 1953
110 48-1b-405, Utah Code Annotated 1953
111 48-1b-406, Utah Code Annotated 1953
112 48-1b-501, Utah Code Annotated 1953
113 48-1b-502, Utah Code Annotated 1953
114 48-1b-503, Utah Code Annotated 1953
115 48-1b-504, Utah Code Annotated 1953
116 48-1b-601, Utah Code Annotated 1953
117 48-1b-602, Utah Code Annotated 1953
118 48-1b-603, Utah Code Annotated 1953
119
120 48-1b-702, Utah Code Annotated 1953
121 48-1b-703, Utah Code Annotated 1953
122 48-1b-704, Utah Code Annotated 1953
123 48-1b-705, Utah Code Annotated 1953
124 48-1b-801, Utah Code Annotated 1953
125 48-1b-802, Utah Code Annotated 1953
126 48-1b-803, Utah Code Annotated 1953
127 48-1b-804, Utah Code Annotated 1953
128 48-1b-805, Utah Code Annotated 1953
129 48-1b-806, Utah Code Annotated 1953
130 48-1b-807, Utah Code Annotated 1953
131 48-1b-901, Utah Code Annotated 1953
132 48-1b-902, Utah Code Annotated 1953
133 48-1b-903, Utah Code Annotated 1953
134 48-1b-904, Utah Code Annotated 1953
135 48-1b-905, Utah Code Annotated 1953
136 48-1b-906, Utah Code Annotated 1953
137 48-1b-907, Utah Code Annotated 1953
138 48-1b-908, Utah Code Annotated 1953
139 48-1b-909, Utah Code Annotated 1953
140 48-1b-910, Utah Code Annotated 1953
141 48-1b-911, Utah Code Annotated 1953
142 48-1b-912, Utah Code Annotated 1953
143 48-1b-913, Utah Code Annotated 1953
144 48-1b-914, Utah Code Annotated 1953
145 48-1b-915, Utah Code Annotated 1953
146 48-1b-1001, Utah Code Annotated 1953
147 48-1b-1002, Utah Code Annotated 1953
148 48-1b-1003, Utah Code Annotated 1953
149 48-1b-1004, Utah Code Annotated 1953
150
151 48-1b-1102, Utah Code Annotated 1953
152 48-1b-1102.1, Utah Code Annotated 1953
153 48-1b-1103, Utah Code Annotated 1953
154 48-1b-1104, Utah Code Annotated 1953
155 48-1b-1105, Utah Code Annotated 1953
156 48-1b-1201, Utah Code Annotated 1953
157 48-1b-1202, Utah Code Annotated 1953
158 48-1b-1203, Utah Code Annotated 1953
159 48-1b-1204, Utah Code Annotated 1953
160 48-1b-1205, Utah Code Annotated 1953
161 48-2d-101, Utah Code Annotated 1953
162 48-2d-102, Utah Code Annotated 1953
163 48-2d-103, Utah Code Annotated 1953
164 48-2d-104, Utah Code Annotated 1953
165 48-2d-105, Utah Code Annotated 1953
166 48-2d-106, Utah Code Annotated 1953
167 48-2d-107, Utah Code Annotated 1953
168 48-2d-108, Utah Code Annotated 1953
169 48-2d-109, Utah Code Annotated 1953
170 48-2d-110, Utah Code Annotated 1953
171 48-2d-111, Utah Code Annotated 1953
172 48-2d-112, Utah Code Annotated 1953
173 48-2d-113, Utah Code Annotated 1953
174 48-2d-114, Utah Code Annotated 1953
175 48-2d-201, Utah Code Annotated 1953
176 48-2d-202, Utah Code Annotated 1953
177 48-2d-203, Utah Code Annotated 1953
178 48-2d-204, Utah Code Annotated 1953
179 48-2d-205, Utah Code Annotated 1953
180 48-2d-206, Utah Code Annotated 1953
181
182 48-2d-208, Utah Code Annotated 1953
183 48-2d-209, Utah Code Annotated 1953
184 48-2d-210, Utah Code Annotated 1953
185 48-2d-301, Utah Code Annotated 1953
186 48-2d-302, Utah Code Annotated 1953
187 48-2d-303, Utah Code Annotated 1953
188 48-2d-304, Utah Code Annotated 1953
189 48-2d-305, Utah Code Annotated 1953
190 48-2d-306, Utah Code Annotated 1953
191 48-2d-401, Utah Code Annotated 1953
192 48-2d-402, Utah Code Annotated 1953
193 48-2d-403, Utah Code Annotated 1953
194 48-2d-404, Utah Code Annotated 1953
195 48-2d-405, Utah Code Annotated 1953
196 48-2d-406, Utah Code Annotated 1953
197 48-2d-407, Utah Code Annotated 1953
198 48-2d-408, Utah Code Annotated 1953
199 48-2d-501, Utah Code Annotated 1953
200 48-2d-502, Utah Code Annotated 1953
201 48-2d-503, Utah Code Annotated 1953
202 48-2d-504, Utah Code Annotated 1953
203 48-2d-505, Utah Code Annotated 1953
204 48-2d-506, Utah Code Annotated 1953
205 48-2d-507, Utah Code Annotated 1953
206 48-2d-508, Utah Code Annotated 1953
207 48-2d-509, Utah Code Annotated 1953
208 48-2d-601, Utah Code Annotated 1953
209 48-2d-602, Utah Code Annotated 1953
210 48-2d-603, Utah Code Annotated 1953
211 48-2d-604, Utah Code Annotated 1953
212
213 48-2d-606, Utah Code Annotated 1953
214 48-2d-607, Utah Code Annotated 1953
215 48-2d-701, Utah Code Annotated 1953
216 48-2d-702, Utah Code Annotated 1953
217 48-2d-703, Utah Code Annotated 1953
218 48-2d-704, Utah Code Annotated 1953
219 48-2d-801, Utah Code Annotated 1953
220 48-2d-802, Utah Code Annotated 1953
221 48-2d-803, Utah Code Annotated 1953
222 48-2d-804, Utah Code Annotated 1953
223 48-2d-805, Utah Code Annotated 1953
224 48-2d-806, Utah Code Annotated 1953
225 48-2d-807, Utah Code Annotated 1953
226 48-2d-808, Utah Code Annotated 1953
227 48-2d-809, Utah Code Annotated 1953
228 48-2d-810, Utah Code Annotated 1953
229 48-2d-811, Utah Code Annotated 1953
230 48-2d-812, Utah Code Annotated 1953
231 48-2d-901, Utah Code Annotated 1953
232 48-2d-902, Utah Code Annotated 1953
233 48-2d-903, Utah Code Annotated 1953
234 48-2d-904, Utah Code Annotated 1953
235 48-2d-905, Utah Code Annotated 1953
236 48-2d-906, Utah Code Annotated 1953
237 48-2d-907, Utah Code Annotated 1953
238 48-2d-908, Utah Code Annotated 1953
239 48-2d-1001, Utah Code Annotated 1953
240 48-2d-1002, Utah Code Annotated 1953
241 48-2d-1003, Utah Code Annotated 1953
242 48-2d-1004, Utah Code Annotated 1953
243
244 48-2d-1101, Utah Code Annotated 1953
245 48-2d-1102, Utah Code Annotated 1953
246 48-2d-1103, Utah Code Annotated 1953
247 48-2d-1104, Utah Code Annotated 1953
248 48-2d-1105, Utah Code Annotated 1953
249 48-2d-1106, Utah Code Annotated 1953
250 48-2d-1107, Utah Code Annotated 1953
251 48-2d-1108, Utah Code Annotated 1953
252 48-2d-1109, Utah Code Annotated 1953
253 48-2d-1110, Utah Code Annotated 1953
254 48-2d-1111, Utah Code Annotated 1953
255 48-2d-1112, Utah Code Annotated 1953
256 48-2d-1113, Utah Code Annotated 1953
257 48-2d-1114, Utah Code Annotated 1953
258 48-2d-1115, Utah Code Annotated 1953
259 48-2d-1116, Utah Code Annotated 1953
260 48-2d-1117, Utah Code Annotated 1953
261 48-2d-1201, Utah Code Annotated 1953
262 48-2d-1202, Utah Code Annotated 1953
263 48-2d-1203, Utah Code Annotated 1953
264 48-2d-1204, Utah Code Annotated 1953
265 48-2d-1205, Utah Code Annotated 1953
266 48-3-101, Utah Code Annotated 1953
267 48-3-102, Utah Code Annotated 1953
268 48-3-103, Utah Code Annotated 1953
269 48-3-104, Utah Code Annotated 1953
270 48-3-105, Utah Code Annotated 1953
271 48-3-106, Utah Code Annotated 1953
272 48-3-107, Utah Code Annotated 1953
273 48-3-108, Utah Code Annotated 1953
274
275 48-3-110, Utah Code Annotated 1953
276 48-3-111, Utah Code Annotated 1953
277 48-3-112, Utah Code Annotated 1953
278 48-3-201, Utah Code Annotated 1953
279 48-3-202, Utah Code Annotated 1953
280 48-3-203, Utah Code Annotated 1953
281 48-3-204, Utah Code Annotated 1953
282 48-3-205, Utah Code Annotated 1953
283 48-3-206, Utah Code Annotated 1953
284 48-3-207, Utah Code Annotated 1953
285 48-3-208, Utah Code Annotated 1953
286 48-3-209, Utah Code Annotated 1953
287 48-3-301, Utah Code Annotated 1953
288 48-3-302, Utah Code Annotated 1953
289 48-3-303, Utah Code Annotated 1953
290 48-3-304, Utah Code Annotated 1953
291 48-3-401, Utah Code Annotated 1953
292 48-3-402, Utah Code Annotated 1953
293 48-3-403, Utah Code Annotated 1953
294 48-3-404, Utah Code Annotated 1953
295 48-3-405, Utah Code Annotated 1953
296 48-3-406, Utah Code Annotated 1953
297 48-3-407, Utah Code Annotated 1953
298 48-3-408, Utah Code Annotated 1953
299 48-3-409, Utah Code Annotated 1953
300 48-3-410, Utah Code Annotated 1953
301 48-3-501, Utah Code Annotated 1953
302 48-3-502, Utah Code Annotated 1953
303 48-3-503, Utah Code Annotated 1953
304 48-3-504, Utah Code Annotated 1953
305
306 48-3-602, Utah Code Annotated 1953
307 48-3-603, Utah Code Annotated 1953
308 48-3-701, Utah Code Annotated 1953
309 48-3-702, Utah Code Annotated 1953
310 48-3-703, Utah Code Annotated 1953
311 48-3-704, Utah Code Annotated 1953
312 48-3-705, Utah Code Annotated 1953
313 48-3-706, Utah Code Annotated 1953
314 48-3-707, Utah Code Annotated 1953
315 48-3-708, Utah Code Annotated 1953
316 48-3-709, Utah Code Annotated 1953
317 48-3-801, Utah Code Annotated 1953
318 48-3-802, Utah Code Annotated 1953
319 48-3-803, Utah Code Annotated 1953
320 48-3-804, Utah Code Annotated 1953
321 48-3-805, Utah Code Annotated 1953
322 48-3-806, Utah Code Annotated 1953
323 48-3-807, Utah Code Annotated 1953
324 48-3-808, Utah Code Annotated 1953
325 48-3-809, Utah Code Annotated 1953
326 48-3-901, Utah Code Annotated 1953
327 48-3-902, Utah Code Annotated 1953
328 48-3-903, Utah Code Annotated 1953
329 48-3-904, Utah Code Annotated 1953
330 48-3-905, Utah Code Annotated 1953
331 48-3-906, Utah Code Annotated 1953
332 48-3-1001, Utah Code Annotated 1953
333 48-3-1002, Utah Code Annotated 1953
334 48-3-1003, Utah Code Annotated 1953
335 48-3-1004, Utah Code Annotated 1953
336
337 48-3-1006, Utah Code Annotated 1953
338 48-3-1007, Utah Code Annotated 1953
339 48-3-1008, Utah Code Annotated 1953
340 48-3-1009, Utah Code Annotated 1953
341 48-3-1010, Utah Code Annotated 1953
342 48-3-1011, Utah Code Annotated 1953
343 48-3-1012, Utah Code Annotated 1953
344 48-3-1013, Utah Code Annotated 1953
345 48-3-1014, Utah Code Annotated 1953
346 48-3-1015, Utah Code Annotated 1953
347 48-3-1101, Utah Code Annotated 1953
348 48-3-1102, Utah Code Annotated 1953
349 48-3-1103, Utah Code Annotated 1953
350 48-3-1104, Utah Code Annotated 1953
351 48-3-1105, Utah Code Annotated 1953
352 48-3-1106, Utah Code Annotated 1953
353 48-3-1107, Utah Code Annotated 1953
354 48-3-1108, Utah Code Annotated 1953
355 48-3-1109, Utah Code Annotated 1953
356 48-3-1110, Utah Code Annotated 1953
357 48-3-1111, Utah Code Annotated 1953
358 48-3-1112, Utah Code Annotated 1953
359 48-3-1201, Utah Code Annotated 1953
360 48-3-1202, Utah Code Annotated 1953
361 48-3-1203, Utah Code Annotated 1953
362 48-3-1204, Utah Code Annotated 1953
363 48-3-1205, Utah Code Annotated 1953
364 48-3-1206, Utah Code Annotated 1953
365 48-3-1207, Utah Code Annotated 1953
366 48-3-1208, Utah Code Annotated 1953
367
368 48-3-1210, Utah Code Annotated 1953
369 48-3-1301, Utah Code Annotated 1953
370 48-3-1302, Utah Code Annotated 1953
371 48-3-1303, Utah Code Annotated 1953
372 48-3-1304, Utah Code Annotated 1953
373 48-3-1401, Utah Code Annotated 1953
374 48-3-1402, Utah Code Annotated 1953
375 48-3-1403, Utah Code Annotated 1953
376 48-3-1404, Utah Code Annotated 1953
377 48-3-1405, Utah Code Annotated 1953
378 REPEALS:
379 48-1-1, as last amended by Laws of Utah 2008, Chapter 249
380 48-1-2, Utah Code Annotated 1953
381 48-1-3, as last amended by Laws of Utah 1994, Chapter 61
382 48-1-3.1, as enacted by Laws of Utah 1985, Chapter 14
383 48-1-4, Utah Code Annotated 1953
384 48-1-5, Utah Code Annotated 1953
385 48-1-6, Utah Code Annotated 1953
386 48-1-7, Utah Code Annotated 1953
387 48-1-8, Utah Code Annotated 1953
388 48-1-9, Utah Code Annotated 1953
389 48-1-10, Utah Code Annotated 1953
390 48-1-11, Utah Code Annotated 1953
391 48-1-12, as last amended by Laws of Utah 1994, Chapter 61
392 48-1-13, Utah Code Annotated 1953
393 48-1-14, Utah Code Annotated 1953
394 48-1-15, as last amended by Laws of Utah 1994, Chapter 61
395 48-1-16, Utah Code Annotated 1953
396 48-1-17, Utah Code Annotated 1953
397 48-1-18, Utah Code Annotated 1953
398
399 48-1-20, Utah Code Annotated 1953
400 48-1-21, Utah Code Annotated 1953
401 48-1-22, Utah Code Annotated 1953
402 48-1-23, Utah Code Annotated 1953
403 48-1-24, Utah Code Annotated 1953
404 48-1-25, Utah Code Annotated 1953
405 48-1-26, Utah Code Annotated 1953
406 48-1-27, Utah Code Annotated 1953
407 48-1-28, Utah Code Annotated 1953
408 48-1-29, Utah Code Annotated 1953
409 48-1-30, Utah Code Annotated 1953
410 48-1-31, as last amended by Laws of Utah 1994, Chapter 61
411 48-1-32, Utah Code Annotated 1953
412 48-1-33, as last amended by Laws of Utah 1994, Chapter 61
413 48-1-34, Utah Code Annotated 1953
414 48-1-35, Utah Code Annotated 1953
415 48-1-36, Utah Code Annotated 1953
416 48-1-37, as last amended by Laws of Utah 1994, Chapter 61
417 48-1-38, Utah Code Annotated 1953
418 48-1-39, Utah Code Annotated 1953
419 48-1-40, Utah Code Annotated 1953
420 48-1-41, as enacted by Laws of Utah 1994, Chapter 61
421 48-1-42, as last amended by Laws of Utah 2009, Chapter 183
422 48-1-43, as enacted by Laws of Utah 1994, Chapter 61
423 48-1-44, as last amended by Laws of Utah 2008, Chapter 249
424 48-1-45, as enacted by Laws of Utah 1994, Chapter 61
425 48-1-46, as enacted by Laws of Utah 1994, Chapter 61
426 48-1-47, as enacted by Laws of Utah 1994, Chapter 61
427 48-1-48, as last amended by Laws of Utah 2000, Chapter 261
428 48-2a-101, as last amended by Laws of Utah 2008, Chapter 249
429
430 48-2a-103, as last amended by Laws of Utah 1991, Chapter 189
431 48-2a-103.5, as enacted by Laws of Utah 1991, Chapter 189
432 48-2a-105, as last amended by Laws of Utah 1991, Chapter 189
433 48-2a-106, as enacted by Laws of Utah 1990, Chapter 233
434 48-2a-107, as enacted by Laws of Utah 1990, Chapter 233
435 48-2a-108, as enacted by Laws of Utah 2001, Chapter 260
436 48-2a-109, as enacted by Laws of Utah 2001, Chapter 260
437 48-2a-110, as enacted by Laws of Utah 2001, Chapter 260
438 48-2a-111, as enacted by Laws of Utah 2001, Chapter 260
439 48-2a-112, as enacted by Laws of Utah 2001, Chapter 260
440 48-2a-113, as enacted by Laws of Utah 2001, Chapter 260
441 48-2a-201, as last amended by Laws of Utah 2008, Chapter 364
442 48-2a-202, as last amended by Laws of Utah 2002, Chapter 193
443 48-2a-202.5, as last amended by Laws of Utah 2008, Chapter 364
444 48-2a-203, as last amended by Laws of Utah 1991, Chapter 189
445 48-2a-203.5, as last amended by Laws of Utah 2008, Chapter 382
446 48-2a-204, as enacted by Laws of Utah 1990, Chapter 233
447 48-2a-205, as enacted by Laws of Utah 1990, Chapter 233
448 48-2a-206, as last amended by Laws of Utah 2009, Chapter 183
449 48-2a-207, as last amended by Laws of Utah 1992, Chapter 30
450 48-2a-208, as last amended by Laws of Utah 1991, Chapter 189
451 48-2a-209, as enacted by Laws of Utah 1990, Chapter 233
452 48-2a-210, as last amended by Laws of Utah 2008, Chapter 364
453 48-2a-301, as last amended by Laws of Utah 1991, Chapter 189
454 48-2a-302, as enacted by Laws of Utah 1990, Chapter 233
455 48-2a-303, as last amended by Laws of Utah 1991, Chapter 189
456 48-2a-304, as last amended by Laws of Utah 1991, Chapter 189
457 48-2a-305, as enacted by Laws of Utah 1990, Chapter 233
458 48-2a-401, as enacted by Laws of Utah 1990, Chapter 233
459 48-2a-402, as last amended by Laws of Utah 2010, Chapter 324
460
461 48-2a-404, as last amended by Laws of Utah 1991, Chapter 189
462 48-2a-405, as enacted by Laws of Utah 1990, Chapter 233
463 48-2a-501, as enacted by Laws of Utah 1990, Chapter 233
464 48-2a-502, as enacted by Laws of Utah 1990, Chapter 233
465 48-2a-503, as enacted by Laws of Utah 1990, Chapter 233
466 48-2a-504, as last amended by Laws of Utah 1991, Chapter 189
467 48-2a-601, as last amended by Laws of Utah 1991, Chapter 189
468 48-2a-602, as enacted by Laws of Utah 1990, Chapter 233
469 48-2a-603, as enacted by Laws of Utah 1990, Chapter 233
470 48-2a-604, as last amended by Laws of Utah 1991, Chapter 189
471 48-2a-605, as enacted by Laws of Utah 1990, Chapter 233
472 48-2a-606, as enacted by Laws of Utah 1990, Chapter 233
473 48-2a-607, as enacted by Laws of Utah 1990, Chapter 233
474 48-2a-608, as last amended by Laws of Utah 1991, Chapter 189
475 48-2a-701, as enacted by Laws of Utah 1990, Chapter 233
476 48-2a-702, as last amended by Laws of Utah 1991, Chapter 189
477 48-2a-703, as last amended by Laws of Utah 1991, Chapter 189
478 48-2a-704, as last amended by Laws of Utah 1991, Chapter 189
479 48-2a-705, as last amended by Laws of Utah 1991, Chapter 189
480 48-2a-801, as last amended by Laws of Utah 1991, Chapter 189
481 48-2a-802, as enacted by Laws of Utah 1990, Chapter 233
482 48-2a-803, as enacted by Laws of Utah 1990, Chapter 233
483 48-2a-804, as last amended by Laws of Utah 1991, Chapter 189
484 48-2a-901, as enacted by Laws of Utah 1990, Chapter 233
485 48-2a-902, as last amended by Laws of Utah 2008, Chapters 249 and 364
486 48-2a-903, as enacted by Laws of Utah 1990, Chapter 233
487 48-2a-904, as enacted by Laws of Utah 1990, Chapter 233
488 48-2a-905, as last amended by Laws of Utah 1991, Chapter 189
489 48-2a-906, as last amended by Laws of Utah 1991, Chapter 189
490 48-2a-907, as last amended by Laws of Utah 1991, Chapter 189
491
492 48-2a-1001, as enacted by Laws of Utah 1990, Chapter 233
493 48-2a-1002, as last amended by Laws of Utah 1991, Chapter 189
494 48-2a-1003, as enacted by Laws of Utah 1990, Chapter 233
495 48-2a-1004, as enacted by Laws of Utah 1990, Chapter 233
496 48-2a-1005, as last amended by Laws of Utah 1991, Chapter 189
497 48-2a-1006, as enacted by Laws of Utah 1990, Chapter 233
498 48-2a-1101, as enacted by Laws of Utah 1990, Chapter 233
499 48-2a-1102, as enacted by Laws of Utah 1990, Chapter 233
500 48-2a-1103, as enacted by Laws of Utah 1990, Chapter 233
501 48-2a-1104, as last amended by Laws of Utah 1991, Chapters 5 and 189
502 48-2a-1105, as enacted by Laws of Utah 1990, Chapter 233
503 48-2a-1106, as enacted by Laws of Utah 1990, Chapter 233
504 48-2a-1107, as last amended by Laws of Utah 2009, Chapter 183
505 48-2c-101, as enacted by Laws of Utah 2001, Chapter 260
506 48-2c-102, as last amended by Laws of Utah 2009, Chapter 141
507 48-2c-103, as enacted by Laws of Utah 2001, Chapter 260
508 48-2c-104, as enacted by Laws of Utah 2001, Chapter 260
509 48-2c-105, as enacted by Laws of Utah 2001, Chapter 260
510 48-2c-106, as last amended by Laws of Utah 2010, Chapter 218
511 48-2c-107, as enacted by Laws of Utah 2001, Chapter 260
512 48-2c-108, as last amended by Laws of Utah 2002, Chapter 193
513 48-2c-109, as enacted by Laws of Utah 2001, Chapter 260
514 48-2c-110, as last amended by Laws of Utah 2005, Chapter 141
515 48-2c-113, as last amended by Laws of Utah 2010, Chapter 43
516 48-2c-114, as enacted by Laws of Utah 2001, Chapter 260
517 48-2c-115, as last amended by Laws of Utah 2008, Chapter 364
518 48-2c-116, as enacted by Laws of Utah 2001, Chapter 260
519 48-2c-118, as enacted by Laws of Utah 2001, Chapter 260
520 48-2c-119, as enacted by Laws of Utah 2001, Chapter 260
521 48-2c-120, as last amended by Laws of Utah 2006, Chapter 92
522
523 48-2c-122, as enacted by Laws of Utah 2001, Chapter 260
524 48-2c-201, as enacted by Laws of Utah 2001, Chapter 260
525 48-2c-202, as enacted by Laws of Utah 2001, Chapter 260
526 48-2c-203, as last amended by Laws of Utah 2009, Chapter 141
527 48-2c-204, as last amended by Laws of Utah 2008, Chapter 364
528 48-2c-205, as enacted by Laws of Utah 2001, Chapter 260
529 48-2c-206, as enacted by Laws of Utah 2001, Chapter 260
530 48-2c-207, as enacted by Laws of Utah 2001, Chapter 260
531 48-2c-208, as enacted by Laws of Utah 2001, Chapter 260
532 48-2c-209, as enacted by Laws of Utah 2001, Chapter 260
533 48-2c-210, as enacted by Laws of Utah 2001, Chapter 260
534 48-2c-211, as last amended by Laws of Utah 2008, Chapter 364
535 48-2c-212, as enacted by Laws of Utah 2001, Chapter 260
536 48-2c-213, as enacted by Laws of Utah 2001, Chapter 260
537 48-2c-214, as last amended by Laws of Utah 2009, Chapter 141
538 48-2c-305, as enacted by Laws of Utah 2001, Chapter 260
539 48-2c-309, as last amended by Laws of Utah 2008, Chapter 364
540 48-2c-311, as enacted by Laws of Utah 2001, Chapter 260
541 48-2c-401, as last amended by Laws of Utah 2005, Chapter 141
542 48-2c-402, as enacted by Laws of Utah 2001, Chapter 260
543 48-2c-403, as last amended by Laws of Utah 2009, Chapter 141
544 48-2c-404, as enacted by Laws of Utah 2001, Chapter 260
545 48-2c-405, as last amended by Laws of Utah 2009, Chapter 141
546 48-2c-406, as last amended by Laws of Utah 2008, Chapter 364
547 48-2c-407, as enacted by Laws of Utah 2001, Chapter 260
548 48-2c-408, as last amended by Laws of Utah 2005, Chapter 141
549 48-2c-409, as enacted by Laws of Utah 2001, Chapter 260
550 48-2c-410, as last amended by Laws of Utah 2010, Chapter 43
551 48-2c-411, as last amended by Laws of Utah 2008, Chapter 364
552 48-2c-412, as enacted by Laws of Utah 2009, Chapter 141
553
554 48-2c-502, as enacted by Laws of Utah 2001, Chapter 260
555 48-2c-503, as enacted by Laws of Utah 2001, Chapter 260
556 48-2c-504, as enacted by Laws of Utah 2001, Chapter 260
557 48-2c-505, as enacted by Laws of Utah 2001, Chapter 260
558 48-2c-506, as enacted by Laws of Utah 2001, Chapter 260
559 48-2c-601, as enacted by Laws of Utah 2001, Chapter 260
560 48-2c-602, as last amended by Laws of Utah 2002, Chapter 193
561 48-2c-603, as enacted by Laws of Utah 2001, Chapter 260
562 48-2c-604, as enacted by Laws of Utah 2001, Chapter 260
563 48-2c-605, as enacted by Laws of Utah 2001, Chapter 260
564 48-2c-606, as last amended by Laws of Utah 2010, Chapter 43
565 48-2c-607, as last amended by Laws of Utah 2010, Chapter 43
566 48-2c-608, as enacted by Laws of Utah 2006, Chapter 92
567 48-2c-609, as enacted by Laws of Utah 2006, Chapter 92
568 48-2c-610, as enacted by Laws of Utah 2006, Chapter 92
569 48-2c-611, as enacted by Laws of Utah 2006, Chapter 92
570 48-2c-612, as enacted by Laws of Utah 2006, Chapter 92
571 48-2c-613, as enacted by Laws of Utah 2006, Chapter 92
572 48-2c-614, as enacted by Laws of Utah 2006, Chapter 92
573 48-2c-615, as enacted by Laws of Utah 2006, Chapter 92
574 48-2c-616, as enacted by Laws of Utah 2006, Chapter 92
575 48-2c-701, as enacted by Laws of Utah 2001, Chapter 260
576 48-2c-702, as last amended by Laws of Utah 2005, Chapter 141
577 48-2c-703, as enacted by Laws of Utah 2001, Chapter 260
578 48-2c-704, as last amended by Laws of Utah 2008, Chapter 364
579 48-2c-705, as enacted by Laws of Utah 2001, Chapter 260
580 48-2c-706, as enacted by Laws of Utah 2001, Chapter 260
581 48-2c-707, as last amended by Laws of Utah 2002, Chapter 193
582 48-2c-708, as enacted by Laws of Utah 2001, Chapter 260
583 48-2c-709, as enacted by Laws of Utah 2001, Chapter 260
584
585 48-2c-801, as last amended by Laws of Utah 2002, Chapter 193
586 48-2c-802, as enacted by Laws of Utah 2001, Chapter 260
587 48-2c-803, as last amended by Laws of Utah 2005, Chapter 141
588 48-2c-803.1, as enacted by Laws of Utah 2005, Chapter 141
589 48-2c-804, as last amended by Laws of Utah 2005, Chapter 141
590 48-2c-805, as enacted by Laws of Utah 2001, Chapter 260
591 48-2c-806, as enacted by Laws of Utah 2001, Chapter 260
592 48-2c-807, as last amended by Laws of Utah 2005, Chapter 141
593 48-2c-808, as enacted by Laws of Utah 2001, Chapter 260
594 48-2c-809, as last amended by Laws of Utah 2008, Chapter 364
595 48-2c-901, as enacted by Laws of Utah 2001, Chapter 260
596 48-2c-902, as enacted by Laws of Utah 2001, Chapter 260
597 48-2c-903, as last amended by Laws of Utah 2005, Chapter 141
598 48-2c-904, as enacted by Laws of Utah 2001, Chapter 260
599 48-2c-905, as enacted by Laws of Utah 2001, Chapter 260
600 48-2c-906, as enacted by Laws of Utah 2001, Chapter 260
601 48-2c-1001, as enacted by Laws of Utah 2001, Chapter 260
602 48-2c-1002, as enacted by Laws of Utah 2001, Chapter 260
603 48-2c-1003, as enacted by Laws of Utah 2001, Chapter 260
604 48-2c-1004, as enacted by Laws of Utah 2001, Chapter 260
605 48-2c-1005, as enacted by Laws of Utah 2001, Chapter 260
606 48-2c-1006, as enacted by Laws of Utah 2001, Chapter 260
607 48-2c-1007, as enacted by Laws of Utah 2001, Chapter 260
608 48-2c-1008, as enacted by Laws of Utah 2001, Chapter 260
609 48-2c-1101, as enacted by Laws of Utah 2001, Chapter 260
610 48-2c-1102, as enacted by Laws of Utah 2001, Chapter 260
611 48-2c-1103, as last amended by Laws of Utah 2005, Chapter 141
612 48-2c-1104, as enacted by Laws of Utah 2001, Chapter 260
613 48-2c-1105, as enacted by Laws of Utah 2001, Chapter 260
614 48-2c-1106, as enacted by Laws of Utah 2001, Chapter 260
615
616 48-2c-1202, as enacted by Laws of Utah 2001, Chapter 260
617 48-2c-1203, as enacted by Laws of Utah 2001, Chapter 260
618 48-2c-1204, as last amended by Laws of Utah 2008, Chapter 364
619 48-2c-1205, as enacted by Laws of Utah 2001, Chapter 260
620 48-2c-1206, as last amended by Laws of Utah 2008, Chapter 364
621 48-2c-1207, as last amended by Laws of Utah 2009, Chapter 141
622 48-2c-1208, as last amended by Laws of Utah 2009, Chapter 141
623 48-2c-1209, as last amended by Laws of Utah 2009, Chapter 141
624 48-2c-1210, as enacted by Laws of Utah 2001, Chapter 260
625 48-2c-1211, as last amended by Laws of Utah 2008, Chapter 364
626 48-2c-1212, as enacted by Laws of Utah 2001, Chapter 260
627 48-2c-1213, as enacted by Laws of Utah 2001, Chapter 260
628 48-2c-1214, as enacted by Laws of Utah 2001, Chapter 260
629 48-2c-1301, as enacted by Laws of Utah 2001, Chapter 260
630 48-2c-1302, as enacted by Laws of Utah 2001, Chapter 260
631 48-2c-1303, as enacted by Laws of Utah 2001, Chapter 260
632 48-2c-1304, as enacted by Laws of Utah 2001, Chapter 260
633 48-2c-1305, as enacted by Laws of Utah 2001, Chapter 260
634 48-2c-1306, as last amended by Laws of Utah 2009, Chapter 141
635 48-2c-1307, as enacted by Laws of Utah 2001, Chapter 260
636 48-2c-1308, as enacted by Laws of Utah 2001, Chapter 260
637 48-2c-1309, as enacted by Laws of Utah 2001, Chapter 260
638 48-2c-1401, as last amended by Laws of Utah 2009, Chapter 141
639 48-2c-1402, as enacted by Laws of Utah 2001, Chapter 260
640 48-2c-1403, as enacted by Laws of Utah 2001, Chapter 260
641 48-2c-1404, as last amended by Laws of Utah 2005, Chapter 141
642 48-2c-1405, as enacted by Laws of Utah 2001, Chapter 260
643 48-2c-1406, as last amended by Laws of Utah 2005, Chapter 141
644 48-2c-1407, as enacted by Laws of Utah 2001, Chapter 260
645 48-2c-1408, as enacted by Laws of Utah 2001, Chapter 260
646
647 48-2c-1410, as enacted by Laws of Utah 2001, Chapter 260
648 48-2c-1411, as enacted by Laws of Utah 2009, Chapter 141
649 48-2c-1501, as enacted by Laws of Utah 2001, Chapter 260
650 48-2c-1502, as last amended by Laws of Utah 2010, Chapter 379
651 48-2c-1503, as enacted by Laws of Utah 2001, Chapter 260
652 48-2c-1504, as enacted by Laws of Utah 2001, Chapter 260
653 48-2c-1505, as enacted by Laws of Utah 2001, Chapter 260
654 48-2c-1506, as enacted by Laws of Utah 2001, Chapter 260
655 48-2c-1507, as enacted by Laws of Utah 2001, Chapter 260
656 48-2c-1508, as enacted by Laws of Utah 2001, Chapter 260
657 48-2c-1509, as enacted by Laws of Utah 2001, Chapter 260
658 48-2c-1510, as enacted by Laws of Utah 2001, Chapter 260
659 48-2c-1511, as last amended by Laws of Utah 2008, Chapter 364
660 48-2c-1512, as enacted by Laws of Utah 2001, Chapter 260
661 48-2c-1513, as enacted by Laws of Utah 2001, Chapter 260
662 48-2c-1601, as enacted by Laws of Utah 2001, Chapter 260
663 48-2c-1602, as enacted by Laws of Utah 2001, Chapter 260
664 48-2c-1603, as last amended by Laws of Utah 2008, Chapter 364
665 48-2c-1604, as last amended by Laws of Utah 2008, Chapters 249 and 364
666 48-2c-1605, as enacted by Laws of Utah 2001, Chapter 260
667 48-2c-1606, as enacted by Laws of Utah 2001, Chapter 260
668 48-2c-1607, as enacted by Laws of Utah 2001, Chapter 260
669 48-2c-1608, as enacted by Laws of Utah 2001, Chapter 260
670 48-2c-1609, as enacted by Laws of Utah 2001, Chapter 260
671 48-2c-1610, as enacted by Laws of Utah 2001, Chapter 260
672 48-2c-1611, as last amended by Laws of Utah 2008, Chapter 364
673 48-2c-1612, as last amended by Laws of Utah 2008, Chapter 364
674 48-2c-1613, as last amended by Laws of Utah 2009, Chapter 141
675 48-2c-1614, as last amended by Laws of Utah 2008, Chapter 364
676 48-2c-1615, as enacted by Laws of Utah 2001, Chapter 260
677
678 48-2c-1702, as enacted by Laws of Utah 2001, Chapter 260
679 48-2c-1703, as enacted by Laws of Utah 2001, Chapter 260
680 48-2c-1704, as enacted by Laws of Utah 2001, Chapter 260
681 48-2c-1705, as enacted by Laws of Utah 2001, Chapter 260
682 48-2c-1706, as enacted by Laws of Utah 2001, Chapter 260
683 48-2c-1801, as enacted by Laws of Utah 2001, Chapter 260
684 48-2c-1802, as enacted by Laws of Utah 2001, Chapter 260
685 48-2c-1803, as enacted by Laws of Utah 2001, Chapter 260
686 48-2c-1804, as enacted by Laws of Utah 2001, Chapter 260
687 48-2c-1805, as enacted by Laws of Utah 2001, Chapter 260
688 48-2c-1806, as enacted by Laws of Utah 2001, Chapter 260
689 48-2c-1807, as enacted by Laws of Utah 2001, Chapter 260
690 48-2c-1808, as enacted by Laws of Utah 2001, Chapter 260
691 48-2c-1809, as enacted by Laws of Utah 2001, Chapter 260
692 48-2c-1901, as enacted by Laws of Utah 2001, Chapter 260
693 48-2c-1902, as enacted by Laws of Utah 2001, Chapter 260
694
695 Be it enacted by the Legislature of the state of Utah:
696 Section 1. Section 7-1-810 is amended to read:
697 7-1-810. Limited liability companies.
698 (1) Notwithstanding any other provision of this title and subject to Subsection (8), if
699 the conditions of this section are met, the following may be organized as or convert to a limited
700 liability company under Title 48, Chapter [
701 Company Act:
702 (a) an industrial bank chartered under Chapter 8, Industrial Banks;
703 (b) an industrial loan company as defined in Section 7-8-21 ; or
704 (c) any of the following if the institution is an S Corporation, as defined in Section
705 1361, Internal Revenue Code, immediately before becoming a limited liability company:
706 (i) a bank chartered under Chapter 3, Banks;
707 (ii) a savings and loan association chartered under Chapter 7, Savings and Loan
708
709 (iii) a depository institution holding company.
710 (2) (a) Before an institution described in Subsection (1) may organize as or convert to a
711 limited liability company, the institution shall obtain approval of the commissioner.
712 (b) (i) To obtain the approval under this section from the commissioner, the institution
713 shall file a request for approval with the commissioner at least 30 days before the day on which
714 the institution becomes a limited liability company.
715 (ii) If the commissioner does not disapprove the request for approval within 30 days
716 from the day on which the commissioner receives the request, the request is considered
717 approved.
718 (iii) When taking action on a request for approval filed under this section, the
719 commissioner may:
720 (A) approve the request;
721 (B) approve the request subject to terms and conditions the commissioner considers
722 necessary; or
723 (C) disapprove the request.
724 (3) To approve a request for approval, the commissioner shall find:
725 (a) for an institution described in Subsection (1) that is required to be insured by a
726 federal deposit insurance agency, that the institution:
727 (i) will operate in a safe and sound manner;
728 (ii) has the following characteristics:
729 (A) the institution is not subject to automatic termination, dissolution, or suspension
730 upon the happening of some event other than the passage of time;
731 (B) the exclusive authority to manage the institution is vested in a board of managers
732 or directors that:
733 (I) is elected or appointed by the owners;
734 (II) is not required to have owners of the institution included on the board;
735 (III) possesses adequate independence and authority to supervise the operation of the
736 institution; and
737 (IV) operates with substantially the same rights, powers, privileges, duties, and
738 responsibilities as the board of directors of a corporation;
739
740 organizational documents provide that an owner of the institution is liable for the debts,
741 liabilities, and obligations of the institution in excess of the amount of the owner's investment;
742 and
743 (D) (I) neither state law, nor the institution's operating agreement, bylaws, or other
744 organizational documents require the consent of any other owner of the institution in order for
745 any owner to transfer an ownership interest in the institution, including voting rights; and
746 (II) the institution is able to obtain new investment funding if needed to maintain
747 adequate capital; and
748 (iii) is able to comply with all legal and regulatory requirements for an insured
749 depository institution under applicable federal and state law; and
750 (b) for an institution described in Subsection (1) that is not required to be insured by a
751 federal deposit insurance agency, that the institution will operate in a safe and sound manner.
752 (4) An institution described in Subsection (3)(a) that is organized as a limited liability
753 company shall maintain the characteristics listed in Subsection (3)(a)(ii) during such time as it
754 is authorized to conduct business under this title as a limited liability company.
755 (5) (a) All rights, privileges, powers, duties, and obligations of an institution described
756 in Subsection (1) that is organized as a limited liability company and its members and
757 managers shall be governed by Title 48, Chapter [
758 Liability Company Act, except:
759 (i) the following [
760 (3)(a):
761 [
762 [
763 [
764 [
765 [
766 [
767 [
768 [
769 (A) Section 48-3-110 ;
770
771 (C) Section 48-3-201 ;
772 (D) Section 48-3-401 ;
773 (E) Subsections 48-3-407 (1) and (3)(d);
774 (F) Section 48-3-410 ;
775 (G) Subsection 48-3-502 (1)(c);
776 (H) Title 48, Chapter 3, Part 6, Member's Dissociation;
777 (I) Section 48-3-701 ; and
778 (J) Title 48, Chapter 3, Part 8, Foreign Limited Liability Companies; and
779 (ii) as otherwise provided in this title.
780 (b) Notwithstanding Subsection (5)(a), for an institution that is described in Subsection
781 (3)(a):
782 (i) for purposes of transferring a member's interests in the institution, a member's
783 interest in the institution shall be treated like a share of stock in a corporation; and
784 (ii) if a member's interest in the institution is transferred voluntarily or involuntarily to
785 another person, the person who receives the member's interest shall obtain the member's entire
786 rights associated with the member's interest in the institution including:
787 (A) all economic rights; and
788 (B) all voting rights.
789 (c) An institution described in Subsection (3)(a) may not by agreement or otherwise
790 change the application of Subsection (5)(a) to the institution.
791 (6) Unless the context requires otherwise, for the purpose of applying this title to an
792 institution described in Subsection (1) that is organized as a limited liability company:
793 (a) a citation to Title 16, Chapter 10a, Utah Revised Business Corporation Act,
794 includes the equivalent citation to Title 48, Chapter [
795 Liability Company Act;
796 (b) "articles of incorporation" includes a limited liability company's [
797 certificate of organization as that term is used in Section [
798 (c) "board of directors" includes one or more persons who have, with respect to an
799 institution described in Subsection (1), authority substantially similar to that of a board of
800 directors of a corporation;
801
802 defined in Section [
803 (e) "corporation" includes a limited liability company organized under Title 48,
804 Chapter [
805 (f) "director" includes any of the following of a limited liability company:
806 (i) a manager;
807 (ii) a director; or
808 (iii) other person who has with respect to the institution described in Subsection (1),
809 authority substantially similar to that of a director of a corporation;
810 (g) "dividend" includes distributions made by a limited liability company under Title
811 48, Chapter [
812 Limited Liability Company;
813 (h) "incorporator" includes [
814 as provided in Title 48, Chapter [
815 Organization and Other Filings;
816 (i) "officer" includes any of the following of an institution described in Subsection (1):
817 (i) an officer; or
818 (ii) other person who has with respect to the institution described in Subsection (1)
819 authority substantially similar to that of an officer of a corporation;
820 (j) "security," "shares," or "stock" of a corporation includes:
821 (i) a membership interest in a limited liability company as provided in Title 48,
822 Chapter [
823 Liability Company; and
824 (ii) [
825 company; and
826 (k) "stockholder" or "shareholder" includes an owner of an interest in an institution
827 described in Subsection (1) including a member as provided in Title 48, Chapter [
828
829 (7) In accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act, the
830 commissioner shall make rules governing the form of a request for approval filed under this
831 section.
832
833 as or converted to a series of [
834 liability company as provided in [
835 Limited Liability Companies.
836 Section 2. Section 7-3-10 is amended to read:
837 7-3-10. Organization -- Powers, rights, and privileges of banking corporation --
838 Other business activities.
839 (1) A bank chartered under this chapter shall be:
840 (a) a domestic corporation under Title 16, Chapter 10a, Utah Revised Business
841 Corporation Act; or
842 (b) subject to Section 7-1-810 , including the requirement that the bank be an S
843 Corporation immediately before becoming a limited liability company, a limited liability
844 company created under Title 48, Chapter [
845 Company Act.
846 (2) A bank has all the rights, privileges, and powers necessary or incidental to carrying
847 on the business of banking in addition to the powers granted:
848 (a) if the bank is a corporation, under Title 16, Chapter 10a, Utah Revised Business
849 Corporation Act; or
850 (b) subject to Section 7-1-810 , if the bank is a limited liability company, under Title
851 48, Chapter [
852 (3) The commissioner may, by rule or order, determine that necessary or incidental
853 rights, privileges, and powers include:
854 (a) the rights, privileges, and powers held by national banks; or
855 (b) other business activities so long as the commissioner's determination is not
856 inconsistent with the rules, regulations, or other actions of the board of governors of the
857 Federal Reserve System under Section 4(c)(8) of the Bank Holding Company Act of 1956, 12
858 U.S.C. Sec. 1843(c)(8).
859 (4) The commissioner shall implement this section in a manner consistent with the
860 purposes set forth in Section 7-1-102 .
861 Section 3. Section 7-8-3 is amended to read:
862 7-8-3. Organization -- Authorization to conduct business -- Deposit insurance.
863
864 Subsection (2) to conduct business as an industrial bank.
865 (2) (a) Each person organized to conduct the business of an industrial bank in this state
866 shall be organized under:
867 (i) Title 16, Chapter 10a, Utah Revised Business Corporation Act; or
868 (ii) in accordance with Section 7-1-810 , Title 48, Chapter [
869 Uniform Limited Liability Company Act.
870 (b) A person may not conduct business as an industrial bank authorized under this
871 chapter to conduct business as an industrial bank in any form of entity other than those
872 provided in Subsection (2)(a).
873 (3) (a) All rights, privileges, powers, duties, and obligations of a corporation
874 authorized to conduct business as an industrial bank and its officers, directors, and stockholders
875 shall be governed by Title 16, Chapter 10a, Utah Revised Business Corporation Act, except as
876 otherwise provided in this title.
877 (b) All rights, privileges, powers, duties, and obligations of a limited liability company
878 authorized to conduct business as an industrial bank and its members and managers shall be
879 governed by Title 48, Chapter [
880 except as otherwise provided in this title.
881 (4) (a) An industrial bank is authorized to receive and hold deposits.
882 (b) An industrial bank may not conduct business under this chapter as an industrial
883 bank unless the industrial bank obtains insurance from the Federal Deposit Insurance
884 Corporation or a successor federal deposit insurance entity for any deposits received or held by
885 the industrial bank.
886 Section 4. Section 13-34-114 is amended to read:
887 13-34-114. Consent to use of educational terms in business names.
888 (1) For purposes of this section:
889 (a) "Business name" means a name filed with the Division of Corporations and
890 Commercial Code under:
891 (i) Section 16-6a-401 ;
892 (ii) Section 16-10a-401 ;
893 (iii) Section 16-11-16 ;
894
895 (v) Section [
896 (vi) Section [
897 (b) "Educational term" means the term:
898 (i) "university";
899 (ii) "college"; or
900 (iii) "institute" or "institution."
901 (2) If a statute listed in Subsection (1)(a) requires the written consent of the division to
902 file a business name with the Division of Corporations and Commercial Code that includes an
903 educational term, the division may consent to the use of an educational term in accordance with
904 this statute.
905 (3) The division shall consent to the use of an educational term in a business name if
906 the person seeking to file the name:
907 (a) is registered under this chapter;
908 (b) is exempt from the chapter under Section 13-34-105 ; or
909 (c) (i) is not engaged in educational activities; and
910 (ii) does not represent that it is engaged in educational activities.
911 (4) The division may withhold consent to use of an educational term in a business
912 name if the person seeking to file the name:
913 (a) offers, sells, or awards a degree or any other type of educational credential; and
914 (b) fails to provide bona fide instruction through student-faculty interaction according
915 to the standards and criteria established by the division under Subsection 13-34-104 (5).
916 Section 5. Section 16-6a-1008.7 is amended to read:
917 16-6a-1008.7. Conversion to or from a domestic limited liability company.
918 (1) (a) A domestic nonprofit corporation may convert to a domestic limited liability
919 company subject to Title 48, Chapter [
920 Act, by complying with:
921 (i) this Subsection (1); and
922 (ii) Section [
923 (b) If a domestic nonprofit corporation converts to a domestic limited liability company
924 in accordance with this Subsection (1), the articles of conversion shall:
925
926 (ii) if the corporation has any members, provide for:
927 (A) the cancellation of any membership; or
928 (B) the conversion of any membership in the domestic nonprofit corporation to a
929 membership interest in the domestic limited liability company.
930 (c) [
931 be filed with the division, the conversion shall be approved:
932 (i) in the manner provided for the articles of incorporation or bylaws of the domestic
933 nonprofit corporation; or
934 (ii) if the articles of incorporation or bylaws of the domestic nonprofit corporation do
935 not provide the method for approval:
936 (A) if the domestic nonprofit corporation has voting members, by all of the members of
937 the domestic nonprofit corporation regardless of limitations or restrictions on the voting rights
938 of the members; or
939 (B) if the nonprofit domestic corporation does not have voting members, by a majority
940 of:
941 (I) the directors in office at the time the conversion is approved by the board of
942 directors; or
943 (II) if directors have not been appointed or elected, the incorporators.
944 (2) A domestic limited liability company may convert to a domestic nonprofit
945 corporation subject to this chapter by:
946 (a) filing articles of incorporation in accordance with this chapter; and
947 (b) complying with Section [
948 (3) Any conversion under this section may not result in a violation, directly or
949 indirectly, of:
950 (a) Section 16-6a-1301 ; or
951 (b) any other provision of this chapter.
952 Section 6. Section 16-10a-401 is amended to read:
953 16-10a-401. Corporate name.
954 (1) The name of a corporation:
955 (a) except for the name of a depository institution as defined in Section 7-1-103 , shall
956
957 (i) the word:
958 (A) "corporation";
959 (B) "incorporated"; or
960 (C) "company";
961 (ii) the abbreviation:
962 (A) "corp.";
963 (B) "inc."; or
964 (C) "co."; or
965 (iii) words or abbreviations of like import to the words or abbreviations listed in
966 Subsections (1)(a)(i) and (ii) in another language;
967 (b) may not contain language stating or implying that the corporation is organized for a
968 purpose other than that permitted by:
969 (i) Section 16-10a-301 ; and
970 (ii) the corporation's articles of incorporation;
971 (c) without the written consent of the United States Olympic Committee, may not
972 contain the words:
973 (i) "Olympic";
974 (ii) "Olympiad"; or
975 (iii) "Citius Altius Fortius"; and
976 (d) without the written consent of the Division of Consumer Protection issued in
977 accordance with Section 13-34-114 , may not contain the words:
978 (i) "university";
979 (ii) "college"; or
980 (iii) "institute" or "institution."
981 (2) Except as authorized by Subsections (3) and (4), the name of a corporation shall be
982 distinguishable, as defined in Subsection (5), upon the records of the division from:
983 (a) the name of any domestic corporation incorporated in or foreign corporation
984 authorized to transact business in this state;
985 (b) the name of any domestic or foreign nonprofit corporation incorporated or
986 authorized to transact business in this state;
987
988 to transact business in this state;
989 (d) the name of any limited partnership formed or authorized to transact business in
990 this state;
991 (e) any name reserved or registered with the division for a corporation, limited liability
992 company, or general or limited partnership, under the laws of this state; and
993 (f) any business name, fictitious name, assumed name, trademark, or service mark
994 registered by the division.
995 (3) (a) A corporation may apply to the division for authorization to file its articles of
996 incorporation under, or to register or reserve, a name that is not distinguishable upon its records
997 from one or more of the names described in Subsection (2).
998 (b) The division shall approve the application filed under Subsection (3)(a) if:
999 (i) the other person whose name is not distinguishable from the name under which the
1000 applicant desires to file, or which the applicant desires to register or reserve:
1001 (A) consents to the filing, registration, or reservation in writing; and
1002 (B) submits an undertaking in a form satisfactory to the division to change its name to
1003 a name that is distinguishable from the name of the applicant; or
1004 (ii) the applicant delivers to the division a certified copy of the final judgment of a
1005 court of competent jurisdiction establishing the applicant's right to make the requested filing in
1006 this state under the name applied for.
1007 (4) A corporation may make a filing under the name, including the fictitious name, of
1008 another domestic or foreign corporation that is used or registered in this state if:
1009 (a) the other corporation is incorporated or authorized to transact business in this state;
1010 and
1011 (b) the filing corporation:
1012 (i) has merged with the other corporation; or
1013 (ii) has been formed by reorganization of the other corporation.
1014 (5) (a) A name is distinguishable from other names, trademarks, and service marks on
1015 the records of the division if it:
1016 (i) contains one or more different letters or numerals; or
1017 (ii) has a different sequence of letters or numerals from the other names on the
1018
1019 (b) Differences which are not distinguishing are:
1020 (i) the words or abbreviations of the words:
1021 (A) "corporation";
1022 (B) "company";
1023 (C) "incorporated";
1024 (D) "limited partnership";
1025 (E) "L.P.";
1026 (F) "limited";
1027 [
1028 [
1029 [
1030 [
1031 [
1032 (ii) the presence or absence of the words or symbols of the words "the," "and," or "a";
1033 (iii) differences in punctuation and special characters;
1034 (iv) differences in capitalization;
1035 (v) differences between singular and plural forms of words for a corporation:
1036 (A) incorporated in or authorized to do business in this state on or after May 4, 1998;
1037 or
1038 (B) that changes its name on or after May 4, 1998;
1039 (vi) differences in whether the letters or numbers immediately follow each other or are
1040 separated by one or more spaces if:
1041 (A) the sequence of letters or numbers is identical; and
1042 (B) the corporation:
1043 (I) is incorporated in or authorized to do business in this state on or after May 3, 1999;
1044 or
1045 (II) changes its name on or after May 3, 1999; or
1046 (vii) differences in abbreviations, for a corporation:
1047 (A) incorporated in or authorized to do business in this state on or after May 1, 2000;
1048 or
1049
1050 (c) The director of the division has the power and authority reasonably necessary to
1051 interpret and efficiently administer this section and to perform the duties imposed on the
1052 division by this section.
1053 (6) A name that implies that the corporation is an agency of this state or of any of its
1054 political subdivisions, if it is not actually such a legally established agency or subdivision, may
1055 not be approved for filing by the division.
1056 (7) (a) The requirements of Subsection (1)(d) do not apply to a corporation
1057 incorporated in or authorized to do business in this state on or before May 4, 1998, until
1058 December 31, 1998.
1059 (b) On or after January 1, 1999, any corporation incorporated in or authorized to do
1060 business in this state shall comply with the requirements of Subsection (1)(d).
1061 Section 7. Section 16-10a-1008.7 is amended to read:
1062 16-10a-1008.7. Conversion to or from a domestic limited liability company.
1063 (1) (a) A corporation may convert to a domestic limited liability company subject to
1064 Title 48, Chapter [
1065 with:
1066 (i) this Subsection (1); and
1067 (ii) Section [
1068 (b) If a corporation converts to a domestic limited liability company in accordance with
1069 this Subsection (1), the articles of conversion shall:
1070 (i) comply with Section [
1071 (ii) if the corporation has issued shares, provide for:
1072 (A) the cancellation of any issued share; or
1073 (B) the conversion of any issued share to a membership interest in the domestic limited
1074 liability company.
1075 (c) [
1076 be filed with the division, the conversion shall be approved:
1077 (i) in the manner provided for the articles of incorporation or bylaws of the
1078 corporation; or
1079 (ii) if the articles of incorporation or bylaws of the corporation do not provide the
1080
1081 (A) if the corporation has issued shares, by all of the outstanding shares of all classes
1082 of shares of the corporation regardless of limitations or restrictions on the voting rights of the
1083 shares; or
1084 (B) if the corporation has not issued shares, by a majority of:
1085 (I) the directors in office at the time that the conversion is approved by the board of
1086 directors; or
1087 (II) if directors have not been appointed or elected, the incorporators.
1088 (2) A domestic limited liability company may convert to a corporation subject to this
1089 chapter by:
1090 (a) filing articles of incorporation in accordance with this chapter; and
1091 (b) complying with Section [
1092 Section 8. Section 16-11-16 is amended to read:
1093 16-11-16. Corporate name.
1094 (1) The name of each professional corporation as set forth in its articles of
1095 incorporation:
1096 (a) shall contain the terms:
1097 (i) "professional corporation"; or
1098 (ii) "P.C.";
1099 (b) may not contain the words:
1100 (i) "incorporated"; or
1101 (ii) "inc.";
1102 (c) may not contain language stating or implying that the professional corporation is
1103 organized for a purpose other than that permitted by:
1104 (i) Section 16-11-6 ; and
1105 (ii) the professional corporation's articles of incorporation;
1106 (d) without the written consent of the United States Olympic Committee, may not
1107 contain the words:
1108 (i) "Olympic";
1109 (ii) "Olympiad"; or
1110 (iii) "Citius Altius Fortius"; and
1111
1112 with Section 13-34-114 , may not contain the words:
1113 (i) "university";
1114 (ii) "college"; or
1115 (iii) "institute" or "institution."
1116 (2) The professional corporation may not imply by any word in the name that it is an
1117 agency of the state or of any of its political subdivisions.
1118 (3) A person, other than a professional corporation formed or registered under this
1119 chapter, may not use in its name in this state any of the terms:
1120 (a) "professional corporation"; or
1121 (b) "P.C."
1122 (4) Except as authorized by Subsection (5), the name of the professional corporation
1123 shall be distinguishable, as defined in Subsection (6), upon the records of the division from:
1124 (a) the name of any domestic corporation incorporated in or foreign corporation
1125 authorized to transact business in this state;
1126 (b) the name of any domestic or foreign nonprofit corporation incorporated or
1127 authorized to transact business in this state;
1128 (c) the name of any domestic or foreign limited liability company formed or authorized
1129 to transact business in this state;
1130 (d) the name of any limited partnership formed or authorized to transact business in
1131 this state;
1132 (e) any name reserved or registered with the division for a corporation, limited liability
1133 company, or general or limited partnership, under the laws of this state; and
1134 (f) any business name, fictitious name, assumed name, trademark, or service mark
1135 registered by the division.
1136 (5) (a) A professional corporation may apply to the division for authorization to file its
1137 articles of incorporation under, or to register or reserve, a name that is not distinguishable upon
1138 its records from one or more of the names described in Subsection (4).
1139 (b) The division shall approve the application filed under Subsection (5)(a) if:
1140 (i) the other person whose name is not distinguishable from the name under which the
1141 applicant desires to file, or which the applicant desires to register or reserve:
1142
1143 (B) submits an undertaking in a form satisfactory to the division to change its name to
1144 a name that is distinguishable from the name of the applicant; or
1145 (ii) the applicant delivers to the division a certified copy of the final judgment of a
1146 court of competent jurisdiction establishing the applicant's right to make the requested filing in
1147 this state under the name applied for.
1148 (6) (a) A name is distinguishable from other names, trademarks, and service marks
1149 registered with the division if it:
1150 (i) contains one or more different letters or numerals from other names upon the
1151 division's records; or
1152 (ii) has a different sequence of letter or numerals from the other names on the division's
1153 records.
1154 (b) The following differences are not distinguishable:
1155 (i) the words or abbreviations of the words:
1156 (A) "corporation";
1157 (B) "incorporated";
1158 (C) "company";
1159 (D) "limited partnership";
1160 (E) "limited";
1161 (F) "L.P.";
1162 [
1163 [
1164 [
1165 [
1166 [
1167 (ii) the presence or absence of the words or symbols of the words "the," "and," "a," or
1168 "plus";
1169 (iii) differences in punctuation and special characters;
1170 (iv) differences in capitalization; or
1171 (v) differences in abbreviations.
1172 (7) The director of the division shall have the power and authority reasonably necessary
1173
1174 division by this section.
1175 Section 9. Section 16-16-111 is amended to read:
1176 16-16-111. Name.
1177 (1) Use of the term "cooperative" or its abbreviation under this chapter is not a
1178 violation of the provisions restricting the use of the term under any other law of this state.
1179 (2) (a) Notwithstanding Section [
1180 cooperative association shall contain:
1181 (i) the words "limited cooperative association" or "limited cooperative"; or
1182 (ii) the abbreviation "L.C.A." or "LCA". [
1183 (b) "Cooperative" may be abbreviated as "Co-op" or "Coop".
1184 (c) "Association" may be abbreviated as "Assoc." or "Assn.".
1185 (d) (i) Use of the term "cooperative" or its abbreviation as permitted by this chapter is
1186 not a violation of the provisions restricting the use of the term under any other law of this state.
1187 (ii) A limited cooperative association or a member may enforce the restrictions on the
1188 use of the term "cooperative" under this chapter and any other law of this state.
1189 (iii) A limited cooperative association or a member may enforce the restrictions on the
1190 use of the term "cooperative" under any other law of this state.
1191 (3) Except as otherwise provided in Subsection (4), a limited cooperative association
1192 may use only a name that is available. A name is available if it is distinguishable in the records
1193 of the division from:
1194 (a) the name of any entity organized or authorized to transact business in this state;
1195 (b) a name reserved under Section 16-16-112 ; and
1196 (c) an alternative name approved for a foreign cooperative authorized to transact
1197 business in this state.
1198 (4) A limited cooperative association may apply to the division for authorization to use
1199 a name that is not available. The division shall authorize use of the name if:
1200 (a) the person with ownership rights to use the name consents in a record to the use and
1201 applies in a form satisfactory to the division to change the name used or reserved to a name that
1202 is distinguishable upon the records of the division from the name applied for; or
1203 (b) the applicant delivers to the division a certified copy of the final judgment of a
1204
1205 Section 10. Section 16-17-102 is amended to read:
1206 16-17-102. Definitions.
1207 In this chapter:
1208 (1) "Appointment of agent" means a statement appointing an agent for service of
1209 process filed by:
1210 (a) a domestic or foreign unincorporated nonprofit association under Section
1211 16-17-204 ; or
1212 (b) a domestic entity that is not a filing entity or a nonqualified foreign entity under
1213 Section 16-17-210 .
1214 (2) "Commercial registered agent" means an individual or a domestic or foreign entity
1215 listed under Section 16-17-204 .
1216 (3) "Division" means the Division of Corporations and Commercial Code.
1217 (4) "Domestic entity" means an entity whose internal affairs are governed by the law of
1218 this state.
1219 (5) "Entity" means a person that has a separate legal existence or has the power to
1220 acquire an interest in real property in its own name other than:
1221 (a) an individual;
1222 (b) a testamentary, inter vivos, or charitable trust, with the exception of a business
1223 trust, statutory trust, or similar trust;
1224 (c) an association or relationship that is not a partnership by reason of [
1225
1226 law of any other jurisdiction;
1227 (d) a decedent's estate; or
1228 (e) a public corporation, government or governmental subdivision, agency, or
1229 instrumentality, or quasi-governmental instrumentality.
1230 (6) "Filing entity" means an entity that is created by the filing of a public organic
1231 document.
1232 (7) "Foreign entity" means an entity other than a domestic entity.
1233 (8) "Foreign qualification document" means an application for a certificate of authority
1234 or other foreign qualification filing with the division by a foreign entity.
1235
1236 entity, other than as a governor, agent, assignee, or proxy, to:
1237 (a) receive or demand access to information concerning, or the books and records of,
1238 the entity;
1239 (b) vote for the election of the governors of the entity; or
1240 (c) receive notice of or vote on any or all issues involving the internal affairs of the
1241 entity.
1242 (10) "Governor" means a person by or under whose authority the powers of an entity
1243 are exercised and under whose direction the business and affairs of the entity are managed
1244 pursuant to the organic law and organic rules of the entity.
1245 (11) "Interest" means:
1246 (a) a governance interest in an unincorporated entity;
1247 (b) a transferable interest in an unincorporated entity; or
1248 (c) a share or membership in a corporation.
1249 (12) "Interest holder" means a direct holder of an interest.
1250 (13) "Jurisdiction of organization," with respect to an entity, means the jurisdiction
1251 whose law includes the organic law of the entity.
1252 (14) "Noncommercial registered agent" means a person that is not listed as a
1253 commercial registered agent under Section 16-17-204 and that is:
1254 (a) an individual or a domestic or foreign entity that serves in this state as the agent for
1255 service of process of an entity; or
1256 (b) the individual who holds the office or other position in an entity that is designated
1257 as the agent for service of process pursuant to Subsection 16-17-203 (1)(b)(ii).
1258 (15) "Nonqualified foreign entity" means a foreign entity that is not authorized to
1259 transact business in this state pursuant to a filing with the division.
1260 (16) "Nonresident LLP statement" means:
1261 (a) a statement of qualification of a domestic limited liability partnership that does not
1262 have an office in this state; or
1263 (b) a statement of foreign qualification of a foreign limited liability partnership that
1264 does not have an office in this state.
1265 (17) "Organic law" means the statutes, if any, other than this chapter, governing the
1266
1267 (18) "Organic rules" means the public organic document and private organic rules of an
1268 entity.
1269 (19) "Person" means an individual, corporation, estate, trust, partnership, limited
1270 liability company, business or similar trust, association, joint venture, public corporation,
1271 government or governmental subdivision, agency, or instrumentality, or any other legal or
1272 commercial entity.
1273 (20) "Private organic rules" mean the rules, whether or not in a record, that govern the
1274 internal affairs of an entity, are binding on all of its interest holders, and are not part of its
1275 public organic document, if any.
1276 (21) "Public organic document" means the public record the filing of which creates an
1277 entity, and any amendment to or restatement of that record.
1278 (22) "Qualified foreign entity" means a foreign entity that is authorized to transact
1279 business in this state pursuant to a filing with the division.
1280 (23) "Record" means information that is inscribed on a tangible medium or that is
1281 stored in an electronic or other medium and is retrievable in perceivable form.
1282 (24) "Registered agent" means a commercial registered agent or a noncommercial
1283 registered agent.
1284 (25) "Registered agent filing" means:
1285 (a) the public organic document of a domestic filing entity;
1286 (b) a nonresident LLP statement;
1287 (c) a foreign qualification document; or
1288 (d) an appointment of agent.
1289 (26) "Represented entity" means:
1290 (a) a domestic filing entity;
1291 (b) a domestic or qualified foreign limited liability partnership that does not have an
1292 office in this state;
1293 (c) a qualified foreign entity;
1294 (d) a domestic or foreign unincorporated nonprofit association for which an
1295 appointment of agent has been filed;
1296 (e) a domestic entity that is not a filing entity for which an appointment of agent has
1297
1298 (f) a nonqualified foreign entity for which an appointment of agent has been filed.
1299 (27) "Sign" means, with present intent to authenticate or adopt a record:
1300 (a) to execute or adopt a tangible symbol; or
1301 (b) to attach to or logically associate with the record an electronic sound, symbol, or
1302 process.
1303 (28) "Transferable interest" means the right under an entity's organic law to receive
1304 distributions from the entity.
1305 (29) "Type," with respect to an entity, means a generic form of entity:
1306 (a) recognized at common law; or
1307 (b) organized under an organic law, whether or not some entities organized under that
1308 organic law are subject to provisions of that law that create different categories of the form of
1309 entity.
1310 Section 11. Section 31A-37a-102 is amended to read:
1311 31A-37a-102. Definitions.
1312 (1) For purposes of this chapter:
1313 (a) "Ceding insurer" means an insurer that:
1314 (i) is approved by the commissioner;
1315 (ii) is licensed or otherwise authorized to transact the business of insurance or
1316 reinsurance in the insurer's state or country of domicile; and
1317 (iii) cedes risk to a special purpose financial captive insurance company pursuant to a
1318 reinsurance contract.
1319 (b) Notwithstanding Section 31A-27a-102 , "insolvency" or "insolvent" for purposes of
1320 applying Chapter 27a, Insurer Receivership Act, to a special purpose financial captive
1321 insurance company, means that a special purpose financial captive insurance company:
1322 (i) is unable to pay an obligation when the obligation is due, unless the obligation is the
1323 subject of a bona fide dispute; or
1324 (ii) fails to meet the criteria and conditions for solvency of the special purpose financial
1325 captive insurance company established by the commissioner by rule or order.
1326 (c) (i) "Insurance securitization" means a transaction or a group of related transactions:
1327 (A) that may include a capital market offering;
1328
1329 facilitating administrative agreements;
1330 (C) where all or part of the result of the transaction or group of related transactions is
1331 used to fund the special purpose financial captive insurance company's obligations under a
1332 reinsurance contract with a ceding insurer;
1333 (D) by which:
1334 (I) proceeds are obtained by a special purpose financial captive insurance company,
1335 directly or indirectly, through the issuance of one or more securities by the special purpose
1336 financial captive insurance company or another person; or
1337 (II) a person provides one or more letters of credit or other assets for the benefit of the
1338 special purpose financial captive insurance company if the commissioner authorizes the special
1339 purpose financial captive insurance company to treat the letter of credit or asset as an admitted
1340 asset for purposes of the special purpose financial captive insurance company's annual report;
1341 and
1342 (E) if all or a part of the proceeds, a letter of credit, or asset described in this
1343 Subsection (1)(c) is used to fund the special purpose financial captive insurance company's
1344 obligations under a reinsurance contract with a ceding insurer.
1345 (ii) "Insurance securitization" does not include the issuance of a letter of credit for the
1346 benefit of the commissioner to satisfy all or part of the special purpose financial captive
1347 insurance company's capital and surplus requirements under Section 31A-37a-302 .
1348 (d) "Management" means:
1349 (i) a board of directors of a special purpose financial captive insurance company;
1350 (ii) a managing board of a special purpose financial captive insurance company; or
1351 (iii) one or more individuals with the overall responsibility for the management of the
1352 affairs of the special purpose financial captive insurance company, including:
1353 (A) an officer elected or appointed to act on behalf of the special purpose financial
1354 captive insurance company; or
1355 (B) an agent elected or appointed to act on behalf of the special purpose financial
1356 captive insurance company.
1357 (e) "Organizational document" means:
1358 (i) in the case of a special purpose financial captive insurance company formed as a
1359
1360 (A) articles of incorporation; and
1361 (B) bylaws; and
1362 (ii) in the case of a special purpose financial captive insurance company formed as a
1363 limited liability company, the special purpose financial captive insurance company's:
1364 (A) [
1365 (B) operating agreement.
1366 (f) "Reinsurance contract" means a contract between a special purpose financial captive
1367 insurance company and a ceding insurer pursuant to which the special purpose financial captive
1368 insurance company agrees to provide reinsurance to the ceding insurer for risks associated with
1369 the ceding insurer's insurance or reinsurance business.
1370 (g) "Security" means:
1371 (i) a security as defined in Section 31A-1-301 ; or
1372 (ii) one or more of the following that the commissioner designates, by rule or order, as
1373 a "security" for purposes of this chapter:
1374 (A) a debt obligation;
1375 (B) equity;
1376 (C) a surplus certificate;
1377 (D) a surplus note;
1378 (E) a funding agreement;
1379 (F) a derivative; or
1380 (G) another financial instrument.
1381 (h) "Special purpose financial captive insurance company" means a captive insurance
1382 company has a certificate of authority under this chapter from the commissioner to operate as a
1383 special purpose financial captive insurance company pursuant to this chapter.
1384 (i) "Special purpose financial captive insurance company security" means:
1385 (i) a security issued by a special purpose financial captive insurance company; or
1386 (ii) a security issued by a third party, the proceeds of which are obtained directly or
1387 indirectly by a special purpose financial captive insurance company.
1388 (j) "Surplus note" means an unsecured subordinated debt obligation that has one or
1389 more characteristics that are consistent with paragraph 3 of the National Association of
1390
1391 from time to time and as modified or supplemented by rule or order of the commissioner.
1392 (2) The terms defined in Section 31A-37-102 shall have the same meaning for
1393 purposes of this chapter.
1394 Section 12. Section 46-4-503 is amended to read:
1395 46-4-503. Government products and services provided electronically.
1396 (1) Notwithstanding Section 46-4-501 , a state governmental agency that administers
1397 one or more of the following transactions shall allow those transactions to be conducted
1398 electronically:
1399 (a) an application for or renewal of a professional or occupational license issued under
1400 Title 58, Occupations and Professions;
1401 (b) the renewal of a drivers license;
1402 (c) an application for a hunting or fishing license;
1403 (d) the filing of:
1404 (i) a return under Title 59, Chapter 10, Individual Income Tax Act or 12, Sales and Use
1405 Tax Act;
1406 (ii) a court document, as defined by the Judicial Council; or
1407 (iii) a document under Title 70A, Uniform Commercial Code;
1408 (e) a registration for:
1409 (i) a product; or
1410 (ii) a brand;
1411 (f) a renewal of a registration of a motor vehicle;
1412 (g) a registration under:
1413 (i) Title 16, Corporations;
1414 (ii) Title 42, Names; or
1415 (iii) Title 48, [
1416 (h) submission of an application for benefits:
1417 (i) under Title 35A, Chapter 3, Employment Support Act;
1418 (ii) under Title 35A, Chapter 4, Employment Security Act; or
1419 (iii) related to accident and health insurance.
1420 (2) The state system of public education, in coordination with the Utah Education
1421
1422 electronically:
1423 (a) secure access by parents and students to student grades and progress reports;
1424 (b) email communications with:
1425 (i) teachers;
1426 (ii) parent-teacher associations; and
1427 (iii) school administrators;
1428 (c) access to school calendars and schedules; and
1429 (d) teaching resources that may include:
1430 (i) teaching plans;
1431 (ii) curriculum guides; and
1432 (iii) media resources.
1433 (3) A state governmental agency shall:
1434 (a) in carrying out the requirements of this section, take reasonable steps to ensure the
1435 security and privacy of records that are private or controlled as defined by Title 63G, Chapter 2,
1436 Government Records Access and Management Act;
1437 (b) in addition to those transactions listed in Subsections (1) and (2), determine any
1438 additional services that may be made available to the public through electronic means; and
1439 (c) as part of the agency's information technology plan required by Section 63F-1-204 ,
1440 report on the progress of compliance with Subsections (1) through (3).
1441 (4) Notwithstanding the other provisions of this part, a state governmental agency is
1442 not required by this part to conduct a transaction electronically if:
1443 (a) conducting the transaction electronically is not required by federal law; and
1444 (b) conducting the transaction electronically is:
1445 (i) impractical;
1446 (ii) unreasonable; or
1447 (iii) not permitted by laws pertaining to privacy or security.
1448 (5) (a) For purposes of this Subsection (5), "one-stop shop" means the consolidation of
1449 access to diverse services and agencies at one location including virtual colocation.
1450 (b) State agencies that provide services or offer direct assistance to the business
1451 community shall participate in the establishment, maintenance, and enhancement of an
1452
1453 web portal is to provide "one-stop shop" assistance to businesses.
1454 (c) State agencies shall partner with other governmental and nonprofit agencies whose
1455 primary mission is to provide services or offer direct assistance to the business community in
1456 Utah in fulfilling the requirements of this section.
1457 (d) The following state entities shall comply with the provisions of this Subsection (5):
1458 (i) Governor's Office of Economic Development, which shall serve as the managing
1459 partner for the website;
1460 (ii) Department of Workforce Services;
1461 (iii) Department of Commerce;
1462 (iv) Tax Commission;
1463 (v) Department of Administrative Services - Division of Purchasing and General
1464 Services, including other state agencies operating under a grant of authority from the division
1465 to procure goods and services in excess of $5,000;
1466 (vi) Department of Agriculture;
1467 (vii) Department of Natural Resources; and
1468 (viii) other state agencies that provide services or offer direct assistance to the business
1469 sector.
1470 (e) The business services available on the business web portal may include:
1471 (i) business life cycle information;
1472 (ii) business searches;
1473 (iii) employment needs and opportunities;
1474 (iv) motor vehicle registration;
1475 (v) permit applications and renewal;
1476 (vi) tax information;
1477 (vii) government procurement bid notifications;
1478 (viii) general business information;
1479 (ix) business directories; and
1480 (x) business news.
1481 Section 13. Section 48-1a-101 is enacted to read:
1482
1483
1484
1485 48-1a-101. Title.
1486 (1) This title is known as the "Unincorporated Business Entities Act."
1487 (2) This chapter is known as "General Provisions."
1488 Section 14. Section 48-1a-102 is enacted to read:
1489 48-1a-102. Definitions.
1490 As used in this title, "division" means the Division of Corporations and Commercial
1491 Code within the Department of Commerce.
1492 Section 15. Section 48-1b-101 is enacted to read:
1493
1494
1495 48-1b-101. Title -- Definitions.
1496 (1) This chapter may be cited as the "Utah Uniform Partnership Act."
1497 (2) As used in this chapter:
1498 (a) "Business" includes every trade, occupation, and profession.
1499 (b) "Debtor in bankruptcy" means a person who is the subject of:
1500 (i) an order for relief under United States Code, Title 11, or a comparable order under a
1501 successor statute of general application; or
1502 (ii) a comparable order under federal, state, or foreign law governing insolvency.
1503 (c) "Distribution" means a transfer of money or other property from a partnership to a
1504 partner in the partner's capacity as a partner or to the partner's transferee.
1505 (d) "Foreign limited liability partnership" means a partnership that:
1506 (i) is formed under laws other than the laws of this state; and
1507 (ii) has the status of a limited liability partnership under those laws.
1508 (e) "Limited liability partnership" means a partnership that has filed with the division a
1509 statement of qualification under Section 48-1b-1001 and does not have a similar statement in
1510 effect in any other jurisdiction.
1511 (f) "Partnership" means an association of two or more persons to carry on as co-owners
1512 a business for profit formed under Section 48-1b-202 , predecessor law, or comparable law of
1513 another jurisdiction.
1514
1515 among the partners concerning the partnership, including amendments to the partnership
1516 agreement.
1517 (h) "Partnership at will" means a partnership in which the partners have not agreed to
1518 remain partners until the expiration of a definite term or the completion of a particular
1519 undertaking.
1520 (i) "Partnership interest" or "partner's interest in the partnership" means all of a
1521 partner's interests in the partnership, including the partner's transferable interest and all
1522 management and other rights.
1523 (j) "Person" means:
1524 (i) an individual;
1525 (ii) a corporation;
1526 (iii) a business trust;
1527 (iv) an estate;
1528 (v) a trust;
1529 (vi) a partnership;
1530 (vii) an association;
1531 (viii) a joint venture;
1532 (ix) government;
1533 (x) a governmental subdivision, agency, or instrumentality; or
1534 (xi) any other legal or commercial entity.
1535 (k) "Property" means all property, real, personal, or mixed, tangible or intangible, or
1536 any interest therein.
1537 (l) "State" means a state of the United States, the District of Columbia, the
1538 Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction
1539 of the United States.
1540 (m) "Statement" means:
1541 (i) a statement of partnership authority under Section 48-1b-303 ;
1542 (ii) a statement of denial under Section 48-1b-304 ;
1543 (iii) a statement of dissociation under Section 48-1b-704 ;
1544 (iv) a statement of dissolution under Section 48-1b-805 ;
1545
1546 (vi) a statement of qualification under Section 48-1b-1001 ;
1547 (vii) a statement of foreign qualification under Section 48-1b-1102 ; or
1548 (viii) an amendment or cancellation of any of the foregoing.
1549 (n) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and
1550 encumbrance.
1551 (o) "Tribe" means a tribe, band, nation, pueblo, or other organized group or community
1552 of Indians, including an Alaska Native village, that is legally recognized as eligible for and is
1553 consistent with a special program, service, or entitlement provided by the United States to
1554 Indians because of their status as Indians.
1555 (p) "Tribal limited liability partnership" means a limited liability partnership:
1556 (i) formed under the law of a tribe; and
1557 (ii) that is at least 51% owned or controlled by the tribe.
1558 Section 16. Section 48-1b-102 is enacted to read:
1559 48-1b-102. Knowledge and notice.
1560 (1) A person knows a fact if the person has actual knowledge of it.
1561 (2) A person has notice of a fact if the person:
1562 (a) knows of it;
1563 (b) has received a notification of it; or
1564 (c) has reason to know it exists from all of the facts known to the person at the time in
1565 question.
1566 (3) A person notifies or gives a notification to another by taking steps reasonably
1567 required to inform the other person in ordinary course, whether or not the other person learns of
1568 it.
1569 (4) A person receives a notification when the notification:
1570 (a) comes to the person's attention; or
1571 (b) is duly delivered at the person's place of business or at any other place held out by
1572 the person as a place for receiving communications.
1573 (5) Except as otherwise provided in Subsection (6), a person other than an individual
1574 knows, has notice, or receives a notification of a fact for purposes of a particular transaction
1575 when the individual conducting the transaction knows, has notice, or receives a notification of
1576
1577 the person had exercised reasonable diligence. The person exercises reasonable diligence if it
1578 maintains reasonable routines for communicating significant information to the individual
1579 conducting the transaction and there is reasonable compliance with the routines. Reasonable
1580 diligence does not require an individual acting for the person to communicate information
1581 unless the communication is part of the individual's regular duties or the individual has reason
1582 to know of the transaction and that the transaction would be materially affected by the
1583 information.
1584 (6) A partner's knowledge, notice, or receipt of a notification of a fact relating to the
1585 partnership is effective immediately as knowledge by, notice to, or receipt of a notification by
1586 the partnership, except in the case of a fraud on the partnership committed by or with the
1587 consent of that partner.
1588 Section 17. Section 48-1b-103 is enacted to read:
1589 48-1b-103. Effect of partnership agreement -- Nonwaivable provisions.
1590 (1) Except as otherwise provided in Subsection (2), relations among the partners and
1591 between the partners and the partnership are governed by the partnership agreement. To the
1592 extent the partnership agreement does not otherwise provide, this chapter governs relations
1593 among the partners and between the partners and the partnership.
1594 (2) The partnership agreement may not:
1595 (a) vary the rights and duties under Section 48-1b-105 except to eliminate the duty to
1596 provide copies of statements to all of the partners;
1597 (b) unreasonably restrict the right of access to books and records under Subsection
1598 48-1b-403 (2);
1599 (c) eliminate the duty of loyalty under Subsection 48-1b-404 (2) or 48-1b-603 (2)(c),
1600 but:
1601 (i) the partnership agreement may identify specific types or categories of activities that
1602 do not violate the duty of loyalty, if not unconscionable or against public policy; or
1603 (ii) all of the partners or a number or percentage specified in the partnership agreement
1604 may authorize or ratify, after full disclosure of all material facts, a specific act or transaction
1605 that otherwise would violate the duty of loyalty;
1606 (d) unreasonably reduce the duty of care under Subsection 48-1b-404 (3) or
1607
1608 (e) eliminate the obligation of good faith and fair dealing under Subsection
1609 48-1b-404 (4), but the partnership agreement may prescribe the standards by which the
1610 performance of the obligation is to be measured, if the standards are not manifestly
1611 unreasonable;
1612 (f) vary the power to dissociate as a partner under Subsection 48-1b-602 (1), except to
1613 require the notice under Subsection 48-1b-601 (1) to be in writing;
1614 (g) vary the right of a court to expel a partner in the events specified in Subsection
1615 48-1b-601 (5);
1616 (h) vary the requirement to wind up the partnership business in cases specified in
1617 Subsection 48-1b-801 (4), (5), or (6);
1618 (i) vary the law applicable to a limited liability partnership under Subsection
1619 48-1b-106 (2); or
1620 (j) restrict rights of third parties under this chapter.
1621 Section 18. Section 48-1b-104 is enacted to read:
1622 48-1b-104. Supplemental principles of law.
1623 (1) Unless displaced by particular provisions of this chapter, the principles of law and
1624 equity supplement this chapter.
1625 (2) If an obligation to pay interest arises under this chapter and the rate is not specified,
1626 the rate is that specified in Section 15-1-1 .
1627 Section 19. Section 48-1b-105 is enacted to read:
1628 48-1b-105. Execution, filing, and recording of statements.
1629 (1) A statement may be filed with the division. A certified copy of a statement that is
1630 filed in an office in another state may be filed with the division. Either filing has the effect
1631 provided in this chapter with respect to partnership property located in or transactions that
1632 occur in this state.
1633 (2) A certified copy of a statement that is filed with the division and recorded in the
1634 office for recording transfers of real property has the effect provided for recorded statements in
1635 this chapter. A recorded statement that is not a certified copy of a statement filed with the
1636 division does not have the effect provided for recorded statements in this chapter.
1637 (3) A statement filed with the division by a partnership must be executed by at least
1638
1639 this chapter. An individual who executes a statement as, or on behalf of, a partner or other
1640 person named as a partner in a statement shall personally declare under penalty of perjury that
1641 the contents of the statement are accurate.
1642 (4) A person authorized by this chapter to file a statement with the division may amend
1643 or cancel the statement by filing an amendment or cancellation that names the partnership,
1644 identifies the statement, and states the substance of the amendment or cancellation.
1645 (5) A person who files a statement with the division pursuant to this section shall
1646 promptly send a copy of the statement to every nonfiling partner and to any other person named
1647 as a partner in the statement. Failure to send a copy of a statement to a partner or other person
1648 does not limit the effectiveness of the statement as to a person not a partner.
1649 (6) The division may collect a fee, established in accordance with Section 63J-1-504 ,
1650 for filing or providing a certified copy of a statement. The county recorder may in accordance
1651 with Section 17-21-18.5 collect a fee for recording a statement.
1652 (7) A statement filed with the division pursuant to this section and in accordance with
1653 Section 48-1b-303 , is effective for a period of five years from the date of filing. At the
1654 expiration of that period, if no new filing is made by or on behalf of the person who made the
1655 original filing, the division shall send a notice by regular mail, postage prepaid, to the address
1656 shown in the filing indicating that it has expired. If no new filing is made within 30 days after
1657 the date of mailing the notice, the division shall remove the filing from the division's active
1658 file.
1659 Section 20. Section 48-1b-106 is enacted to read:
1660 48-1b-106. Governing law.
1661 (1) Except as otherwise provided in Subsection (2), the law of the jurisdiction in which
1662 a partnership has its chief executive office governs relations among the partners and between
1663 the partners and the partnership.
1664 (2) The law of this state governs relations among the partners and between the partners
1665 and the partnership and the liability of partners for an obligation of a limited liability
1666 partnership.
1667 Section 21. Section 48-1b-107 is enacted to read:
1668 48-1b-107. Partnership subject to amendment or repeal of chapter.
1669
1670 chapter.
1671 Section 22. Section 48-1b-201 is enacted to read:
1672
1673 48-1b-201. Partnership as entity.
1674 (1) A partnership is an entity distinct from its partners.
1675 (2) A limited liability partnership continues to be the same entity that existed before the
1676 filing of a statement of qualification with the division under Section 48-1b-1001 .
1677 Section 23. Section 48-1b-202 is enacted to read:
1678 48-1b-202. Formation of partnership.
1679 (1) Except as otherwise provided in Subsection (2), the association of two or more
1680 persons to carry on as co-owners a business for profit forms a partnership, whether or not the
1681 persons intend to form a partnership.
1682 (2) An association formed under a statute other than this chapter, a predecessor statute,
1683 or a comparable statute of another jurisdiction is not a partnership under this chapter.
1684 (3) In determining whether a partnership is formed, the following rules apply:
1685 (a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property,
1686 common property, or part ownership does not by itself establish a partnership, even if the
1687 co-owners share profits made by the use of the property.
1688 (b) The sharing of gross returns does not by itself establish a partnership, even if the
1689 persons sharing them have a joint or common right or interest in property from which the
1690 returns are derived.
1691 (c) A person who receives a share of the profits of a business is presumed to be a
1692 partner in the business, unless the profits were received in payment:
1693 (i) of a debt by installments or otherwise;
1694 (ii) for services as an independent contractor or of wages or other compensation to an
1695 employee;
1696 (iii) of rent;
1697 (iv) of an annuity or other retirement or health benefit to a beneficiary, representative,
1698 or designee of a deceased or retired partner;
1699 (v) of interest or other charge on a loan, even if the amount of payment varies with the
1700
1701 collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
1702 (vi) for the sale of the goodwill of a business or other property by installments or
1703 otherwise.
1704 Section 24. Section 48-1b-203 is enacted to read:
1705 48-1b-203. Partnership property.
1706 Property acquired by a partnership is property of the partnership and not of the partners
1707 individually.
1708 Section 25. Section 48-1b-204 is enacted to read:
1709 48-1b-204. When property is partnership property.
1710 (1) Property is partnership property if acquired in the name of:
1711 (a) the partnership; or
1712 (b) one or more partners with an indication in the instrument transferring title to the
1713 property of the person's capacity as a partner or of the existence of a partnership but without an
1714 indication of the name of the partnership.
1715 (2) Property is acquired in the name of the partnership by a transfer to:
1716 (a) the partnership in its name; or
1717 (b) one or more partners in their capacity as partners in the partnership, if the name of
1718 the partnership is indicated in the instrument transferring title to the property.
1719 (3) Property is presumed to be partnership property if purchased with partnership
1720 assets, even if not acquired in the name of the partnership or of one or more partners with an
1721 indication in the instrument transferring title to the property of the person's capacity as a
1722 partner or of the existence of a partnership.
1723 (4) Property acquired in the name of one or more of the partners, without an indication
1724 in the instrument transferring title to the property of the person's capacity as a partner or of the
1725 existence of a partnership and without use of partnership assets, is presumed to be separate
1726 property, even if used for partnership purposes.
1727 Section 26. Section 48-1b-301 is enacted to read:
1728
1729 48-1b-301. Partner agent of partnership.
1730 Subject to the effect of a statement of partnership authority under Section 48-1b-303 :
1731
1732 a partner, including the execution of an instrument in the partnership name, for apparently
1733 carrying on in the ordinary course the partnership business or business of the kind carried on by
1734 the partnership binds the partnership, unless the partner had no authority to act for the
1735 partnership in the particular matter and the person with whom the partner was dealing knew or
1736 had received a notification that the partner lacked authority.
1737 (2) An act of a partner which is not apparently for carrying on in the ordinary course
1738 the partnership business or business of the kind carried on by the partnership binds the
1739 partnership only if the act was authorized by the other partners.
1740 Section 27. Section 48-1b-302 is enacted to read:
1741 48-1b-302. Transfer of partnership property.
1742 (1) Partnership property may be transferred as follows:
1743 (a) Subject to the effect of a statement of partnership authority under Section
1744 48-1b-303 , partnership property held in the name of the partnership may be transferred by an
1745 instrument of transfer executed by a partner in the partnership name.
1746 (b) Partnership property held in the name of one or more partners with an indication in
1747 the instrument transferring the property to them of their capacity as partners or of the existence
1748 of a partnership, but without an indication of the name of the partnership, may be transferred by
1749 an instrument of transfer executed by the persons in whose name the property is held.
1750 (c) Partnership property held in the name of one or more persons other than the
1751 partnership, without an indication in the instrument transferring the property to them of their
1752 capacity as partners or of the existence of a partnership, may be transferred by an instrument of
1753 transfer executed by the persons in whose name the property is held.
1754 (2) A partnership may recover partnership property from a transferee only if it proves
1755 that execution of the instrument of initial transfer did not bind the partnership under Section
1756 48-1b-301 and:
1757 (a) as to a subsequent transferee who gave value for property transferred under
1758 Subsection (1)(a) and (b), proves that the subsequent transferee knew or had received a
1759 notification that the person who executed the instrument of initial transfer lacked authority to
1760 bind the partnership; or
1761 (b) as to a transferee who gave value for property transferred under Subsection (1)(c),
1762
1763 property and that the person who executed the instrument of initial transfer lacked authority to
1764 bind the partnership.
1765 (3) A partnership may not recover partnership property from a subsequent transferee if
1766 the partnership would not have been entitled to recover the property, under Subsection (2),
1767 from any earlier transferee of the property.
1768 (4) If a person holds all of the partners' interests in the partnership, all of the
1769 partnership property vests in that person. The person may execute a document in the name of
1770 the partnership to evidence vesting of the property in that person and may file or record the
1771 document.
1772 Section 28. Section 48-1b-303 is enacted to read:
1773 48-1b-303. Statement of partnership authority.
1774 (1) A partnership may file with the division a statement of partnership authority,
1775 which:
1776 (a) must include:
1777 (i) the name of the partnership;
1778 (ii) the street address of its chief executive office and of one office in this state, if there
1779 is one;
1780 (iii) the names and mailing addresses of all of the partners or of an agent appointed and
1781 maintained by the partnership for the purpose of Subsection (2); and
1782 (iv) the names of the partners authorized to execute an instrument transferring real
1783 property held in the name of the partnership; and
1784 (b) may state the authority, or limitations on the authority, of some or all of the partners
1785 to enter into other transactions on behalf of the partnership and any other matter.
1786 (2) If a statement of partnership authority names an agent, the agent shall maintain a
1787 list of the names and mailing addresses of all of the partners and make it available to any
1788 person on request for good cause shown.
1789 (3) If a filed statement of partnership authority is executed pursuant to Subsection
1790 48-1b-105 (3) and states the name of the partnership but does not contain all of the other
1791 information required by Subsection (1), the statement nevertheless operates with respect to a
1792 person not a partner as provided in Subsections (4) and (5).
1793
1794 authority supplements the authority of a partner to enter into transactions on behalf of the
1795 partnership as follows:
1796 (a) Except for transfers of real property, a grant of authority contained in a filed
1797 statement of partnership authority is conclusive in favor of a person who gives value without
1798 knowledge to the contrary, so long as and to the extent that a limitation on that authority is not
1799 then contained in another filed statement. A filed cancellation of a limitation on authority
1800 revives the previous grant of authority.
1801 (b) A grant of authority to transfer real property held in the name of the partnership
1802 contained in a certified copy of a filed statement of partnership authority recorded in the office
1803 for recording transfers of that real property is conclusive in favor of a person who gives value
1804 without knowledge to the contrary, so long as and to the extent that a certified copy of a filed
1805 statement containing a limitation on that authority is not then of record in the office for
1806 recording transfers of that real property. The recording in the office for recording transfers of
1807 that real property of a certified copy of a filed cancellation of a limitation on authority revives
1808 the previous grant of authority.
1809 (5) A person not a partner is deemed to know of a limitation on the authority of a
1810 partner to transfer real property held in the name of the partnership if a certified copy of the
1811 filed statement containing the limitation on authority is of record in the office for recording
1812 transfers of that real property.
1813 (6) Except as otherwise provided in Subsections (4) and (5) and Sections 48-1b-704
1814 and 48-1b-805 , a person not a partner is not deemed to know of a limitation on the authority of
1815 a partner merely because the limitation is contained in a filed statement.
1816 (7) Unless earlier canceled and if not renewed, a filed statement of partnership
1817 authority is canceled by operation of law five years after the date on which the statement, or the
1818 most recent amendment, was filed with the division.
1819 (8) (a) If a partnership files a statement of partnership authority with the division under
1820 this section, the partnership is not required to file a certificate with the division under Title 42,
1821 Chapter 2, Conducting Business Under Assumed Name.
1822 (b) A filing with the division under Title 42, Chapter 2, Conducting Business Under
1823 Assumed Name:
1824
1825 (ii) is subject to Section 42-2-8 .
1826 Section 29. Section 48-1b-304 is enacted to read:
1827 48-1b-304. Statement of denial.
1828 A partner or other person named as a partner in a filed statement of partnership
1829 authority or in a list maintained by an agent pursuant to Subsection 48-1b-303 (2) may file a
1830 statement of denial with the division stating the name of the partnership and the fact that is
1831 being denied, which may include denial of a person's authority or status as a partner. A
1832 statement of denial is a limitation on authority as provided in Subsections 48-1b-303 (4) and
1833 (5).
1834 Section 30. Section 48-1b-305 is enacted to read:
1835 48-1b-305. Partnership liable for partner's actionable conduct.
1836 (1) A partnership is liable for loss or injury caused to a person, or for a penalty
1837 incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner
1838 acting in the ordinary course of business of the partnership or with authority of the partnership.
1839 (2) If, in the course of the partnership's business or while acting with authority of the
1840 partnership, a partner receives or causes the partnership to receive money or property of a
1841 person not a partner, and the money or property is misapplied by a partner, the partnership is
1842 liable for the loss.
1843 Section 31. Section 48-1b-306 is enacted to read:
1844 48-1b-306. Partner's liability.
1845 (1) Except as otherwise provided in Subsections (2) and (3), all partners are liable
1846 jointly and severally for all obligations of the partnership unless otherwise agreed by the
1847 claimant or provided by law.
1848 (2) A person admitted as a partner into an existing partnership is not personally liable
1849 for any partnership obligation incurred before the person's admission as a partner.
1850 (3) (a) An obligation of a partnership incurred while the partnership is a limited
1851 liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of
1852 the partnership. A partner is not personally liable, directly or indirectly, by way of contribution
1853 or otherwise, for such an obligation solely by reason of being or so acting as a partner.
1854 (b) This Subsection (3) applies notwithstanding anything inconsistent in the
1855
1856 liability partnership under Subsection 48-1b-1001 (2).
1857 (c) This Subsection (3) and Part 10, Limited Liability Partnerships, do not alter any law
1858 applicable to the relationship between a person providing a professional service and a person
1859 receiving the professional service, including liability arising out of those professional services.
1860 A person providing a professional service remains personally liable for a result of that person's
1861 act or omission.
1862 Section 32. Section 48-1b-307 is enacted to read:
1863 48-1b-307. Actions by and against partnership and partners.
1864 (1) A partnership may sue and be sued in the name of the partnership.
1865 (2) An action may be brought against the partnership and, to the extent not inconsistent
1866 with Section 48-1b-306 , any or all of the partners in the same action or in separate actions.
1867 (3) A judgment against a partnership is not by itself a judgment against a partner. A
1868 judgment against a partnership may not be satisfied from a partner's assets unless there is also a
1869 judgment against the partner.
1870 (4) A judgment creditor of a partner may not levy execution against the assets of the
1871 partner to satisfy a judgment based on a claim against the partnership unless the partner is
1872 personally liable for the claim under Section 48-1b-306 and:
1873 (a) a judgment based on the same claim has been obtained against the partnership and a
1874 writ of execution on the judgment has been returned unsatisfied in whole or in part;
1875 (b) the partnership is a debtor in bankruptcy;
1876 (c) the partner has agreed that the creditor need not exhaust partnership assets;
1877 (d) a court grants permission to the judgment creditor to levy execution against the
1878 assets of a partner based on a finding that partnership assets subject to execution are clearly
1879 insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively
1880 burdensome, or that the grant of permission is an appropriate exercise of the court's equitable
1881 powers; or
1882 (e) liability is imposed on the partner by law or contract independent of the existence of
1883 the partnership.
1884 (5) This section applies to any partnership liability or obligation resulting from a
1885 representation by a partner or purported partner under Section 48-1b-308 .
1886
1887 48-1b-308. Liability of purported partner.
1888 (1) If a person, by words or conduct, purports to be a partner, or consents to being
1889 represented by another as a partner, in a partnership or with one or more persons not partners,
1890 the purported partner is liable to a person to whom the representation is made, if that person,
1891 relying on the representation, enters into a transaction with the actual or purported partnership.
1892 If the representation, either by the purported partner or by a person with the purported partner's
1893 consent, is made in a public manner, the purported partner is liable to a person who relies upon
1894 the purported partnership even if the purported partner is not aware of being held out as a
1895 partner to the claimant. If partnership liability results, the purported partner is liable with
1896 respect to that liability as if the purported partner were a partner. If no partnership liability
1897 results, the purported partner is liable with respect to that liability jointly and severally with any
1898 other person consenting to the representation.
1899 (2) If a person is thus represented to be a partner in an existing partnership, or with one
1900 or more persons not partners, the purported partner is an agent of persons consenting to the
1901 representation to bind them to the same extent and in the same manner as if the purported
1902 partner were a partner, with respect to persons who enter into transactions in reliance upon the
1903 representation. If all of the partners of the existing partnership consent to the representation, a
1904 partnership act or obligation results. If fewer than all of the partners of the existing partnership
1905 consent to the representation, the person acting and the partners consenting to the
1906 representation are jointly and severally liable.
1907 (3) A person is not liable as a partner merely because the person is named by another in
1908 a statement of partnership authority.
1909 (4) A person does not continue to be liable as a partner merely because of a failure to
1910 file a statement of dissociation or to amend a statement of partnership authority with the
1911 division to indicate the partner's dissociation from the partnership.
1912 (5) Except as otherwise provided in Subsections (1) and (2), persons who are not
1913 partners as to each other are not liable as partners to other persons.
1914 Section 34. Section 48-1b-401 is enacted to read:
1915
1916 48-1b-401. Partner's rights and duties.
1917
1918 (a) credited with an amount equal to the money plus the value of any other property,
1919 net of the amount of any liabilities, the partner contributes to the partnership and the partner's
1920 share of the partnership profits; and
1921 (b) charged with an amount equal to the money plus the value of any other property,
1922 net of the amount of any liabilities, distributed by the partnership to the partner and the
1923 partner's share of the partnership losses.
1924 (2) Each partner is entitled to an equal share of the partnership profits and is chargeable
1925 with a share of the partnership losses in proportion to the partner's share of the profits.
1926 (3) A partnership shall reimburse a partner for payments made and indemnify a partner
1927 for liabilities incurred by the partner in the ordinary course of the business of the partnership or
1928 for the preservation of its business or property.
1929 (4) A partnership shall reimburse a partner for an advance to the partnership beyond
1930 the amount of capital the partner agreed to contribute.
1931 (5) A payment or advance made by a partner which gives rise to a partnership
1932 obligation under Subsection (3) or (4) constitutes a loan to the partnership which accrues
1933 interest from the date of the payment or advance.
1934 (6) Each partner has equal rights in the management and conduct of the partnership
1935 business.
1936 (7) A partner may use or possess partnership property only on behalf of the partnership.
1937 (8) A partner is not entitled to remuneration for services performed for the partnership,
1938 except for reasonable compensation for services rendered in winding up the business of the
1939 partnership.
1940 (9) A person may become a partner only with the consent of all of the partners.
1941 (10) A difference arising as to a matter in the ordinary course of business of a
1942 partnership may be decided by a majority of the partners. An act outside the ordinary course of
1943 business of a partnership and an amendment to the partnership agreement may be undertaken
1944 only with the consent of all of the partners.
1945 (11) This section does not affect the obligations of a partnership to other persons under
1946 Section 48-1b-301 .
1947 Section 35. Section 48-1b-402 is enacted to read:
1948
1949 A partner has no right to receive, and may not be required to accept, a distribution in
1950 kind.
1951 Section 36. Section 48-1b-403 is enacted to read:
1952 48-1b-403. Partner's rights and duties with respect to information.
1953 (1) A partnership shall keep its books and records, if any, at its chief executive office.
1954 (2) A partnership shall provide partners and their agents and attorneys access to its
1955 books and records. It shall provide former partners and their agents and attorneys access to
1956 books and records pertaining to the period during which they were partners. The right of
1957 access provides the opportunity to inspect and copy books and records during ordinary business
1958 hours. A partnership may impose a reasonable charge, covering the costs of labor and material,
1959 for copies of documents furnished.
1960 (3) Each partner and the partnership shall furnish to a partner, and to the legal
1961 representative of a deceased partner or partner under legal disability:
1962 (a) without demand, any information concerning the partnership's business and affairs
1963 reasonably required for the proper exercise of the partner's rights and duties under the
1964 partnership agreement or this chapter; and
1965 (b) on demand, any other information concerning the partnership's business and affairs,
1966 except to the extent the demand or the information demanded is unreasonable or otherwise
1967 improper under the circumstances.
1968 Section 37. Section 48-1b-404 is enacted to read:
1969 48-1b-404. General standards of partner's conduct.
1970 (1) The only fiduciary duties a partner owes to the partnership and the other partners
1971 are the duty of loyalty and the duty of care set forth in Subsections (2) and (3).
1972 (2) A partner's duty of loyalty to the partnership and the other partners is limited to the
1973 following:
1974 (a) to account to the partnership and hold as trustee for it any property, profit, or
1975 benefit derived by the partner in the conduct and winding up of the partnership business or
1976 derived from a use by the partner of partnership property, including the appropriation of a
1977 partnership opportunity;
1978 (b) to refrain from dealing with the partnership in the conduct or winding up of the
1979
1980 (c) to refrain from competing with the partnership in the conduct of the partnership
1981 business before the dissolution of the partnership.
1982 (3) A partner's duty of care to the partnership and the other partners in the conduct and
1983 winding up of the partnership business is limited to refraining from engaging in grossly
1984 negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
1985 (4) A partner shall discharge the duties to the partnership and the other partners under
1986 this chapter or under the partnership agreement and exercise any rights consistently with the
1987 obligation of good faith and fair dealing.
1988 (5) A partner does not violate a duty or obligation under this chapter or under the
1989 partnership agreement merely because the partner's conduct furthers the partner's own interest.
1990 (6) A partner may lend money to and transact other business with the partnership, and
1991 as to each loan or transaction the rights and obligations of the partner are the same as those of a
1992 person who is not a partner, subject to other applicable law.
1993 (7) This section applies to a person winding up the partnership business as the personal
1994 or legal representative of the last surviving partner as if the person were a partner.
1995 Section 38. Section 48-1b-405 is enacted to read:
1996 48-1b-405. Actions by partnership and partners.
1997 (1) A partnership may maintain an action against a partner for a breach of the
1998 partnership agreement, or for the violation of a duty to the partnership, causing harm to the
1999 partnership.
2000 (2) A partner may maintain an action against the partnership or another partner for
2001 legal or equitable relief, with or without an accounting as to partnership business, to:
2002 (a) enforce the partner's rights under the partnership agreement;
2003 (b) enforce the partner's rights under this chapter, including:
2004 (i) the partner's rights under Section 48-1b-401 , 48-1b-403 , or 48-1b-404 ;
2005 (ii) the partner's right on dissociation to have the partner's interest in the partnership
2006 purchased pursuant to Section 48-1b-701 or enforce any other right under Part 6, Partner's
2007 Dissociation, or Part 7, Partner's Dissociation When Business Not Wound Up; or
2008 (iii) the partner's right to compel a dissolution and winding up of the partnership
2009 business under Section 48-1b-801 or enforce any other right under Part 8, Winding Up
2010
2011 (c) enforce the rights and otherwise protect the interests of the partner, including rights
2012 and interests arising independently of the partnership relationship.
2013 (3) The accrual of, and any time limitation on, a right of action for a remedy under this
2014 section is governed by other law. A right to an accounting upon a dissolution and winding up
2015 does not revive a claim barred by law.
2016 Section 39. Section 48-1b-406 is enacted to read:
2017 48-1b-406. Continuation of partnership beyond definite term or particular
2018 undertaking.
2019 (1) If a partnership for a definite term or particular undertaking is continued, without
2020 an express agreement, after the expiration of the term or completion of the undertaking, the
2021 rights and duties of the partners remain the same as they were at the expiration or completion,
2022 so far as is consistent with a partnership at will.
2023 (2) If the partners, or those of them who habitually acted in the business during the
2024 term or undertaking, continue the business without any settlement or liquidation of the
2025 partnership, they are presumed to have agreed that the partnership will continue.
2026 Section 40. Section 48-1b-501 is enacted to read:
2027
2028 48-1b-501. Partner not co-owner of partnership property.
2029 A partner is not a co-owner of partnership property and has no interest in partnership
2030 property which can be transferred, either voluntarily or involuntarily.
2031 Section 41. Section 48-1b-502 is enacted to read:
2032 48-1b-502. Partner's transferable interest in partnership.
2033 The only transferable interest of a partner in the partnership is the partner's share of the
2034 profits and losses of the partnership and the partner's right to receive distributions. The interest
2035 is personal property.
2036 Section 42. Section 48-1b-503 is enacted to read:
2037 48-1b-503. Transfer of partner's transferable interest.
2038 (1) A transfer, in whole or in part, of a partner's transferable interest in the partnership:
2039 (a) is permissible;
2040 (b) does not by itself cause the partner's dissociation or a dissolution and winding up of
2041
2042 (c) does not, as against the other partners or the partnership, entitle the transferee,
2043 during the continuance of the partnership, to participate in the management or conduct of the
2044 partnership business, to require access to information concerning partnership transactions, or to
2045 inspect or copy the partnership books or records.
2046 (2) A transferee of a partner's transferable interest in the partnership has a right:
2047 (a) to receive, in accordance with the transfer, distributions to which the transferor
2048 would otherwise be entitled; and
2049 (b) to receive upon the dissolution and winding up of the partnership business, in
2050 accordance with the transfer, the net amount otherwise distributable to the transferor.
2051 (3) In a dissolution and winding up, a transferee is entitled to an account of partnership
2052 transactions only from the date of the latest account agreed to by all of the partners.
2053 (4) Upon transfer, the transferor retains the rights and duties of a partner other than the
2054 interest in distributions transferred.
2055 (5) A partnership need not give effect to a transferee's rights under this section until it
2056 has notice of the transfer.
2057 (6) A transfer of a partner's transferable interest in the partnership in violation of a
2058 restriction on transfer contained in the partnership agreement is ineffective as to a person
2059 having notice of the restriction at the time of transfer.
2060 Section 43. Section 48-1b-504 is enacted to read:
2061 48-1b-504. Partner's transferable interest subject to charging order.
2062 (1) On application by a judgment creditor of a partner or of a partner's transferee, a
2063 court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy
2064 the judgment. The court may appoint a receiver of the share of the distributions due or to
2065 become due to the judgment debtor in respect of the partnership and make all other orders,
2066 directions, accounts, and inquiries the judgment debtor might have made or which the
2067 circumstances of the case may require.
2068 (2) A charging order constitutes a lien on the judgment debtor's transferable interest in
2069 the partnership. The court may order a foreclosure of the interest subject to the charging order
2070 at any time. The purchaser at the foreclosure sale has the rights of a transferee.
2071 (3) At any time before foreclosure, an interest charged may be redeemed:
2072
2073 (b) with property other than partnership property, by one or more of the other partners;
2074 or
2075 (c) with partnership property, by one or more of the other partners with the consent of
2076 all of the partners whose interests are not so charged.
2077 (4) This chapter does not deprive a partner of a right under exemption laws with
2078 respect to the partner's interest in the partnership.
2079 (5) This section provides the exclusive remedy by which a judgment creditor of a
2080 partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable
2081 interest in the partnership.
2082 Section 44. Section 48-1b-601 is enacted to read:
2083
2084 48-1b-601. Events causing partner's dissociation.
2085 A partner is dissociated from a partnership upon the occurrence of any of the following
2086 events:
2087 (1) the partnership's having notice of the partner's express will to withdraw as a partner
2088 or on a later date specified by the partner;
2089 (2) an event agreed to in the partnership agreement as causing the partner's
2090 dissociation;
2091 (3) the partner's expulsion pursuant to the partnership agreement;
2092 (4) the partner's expulsion by the unanimous vote of the other partners if:
2093 (a) it is unlawful to carry on the partnership business with that partner;
2094 (b) there has been a transfer of all or substantially all of that partner's transferable
2095 interest in the partnership, other than a transfer for security purposes, or a court order charging
2096 the partner's interest, which has not been foreclosed;
2097 (c) within 90 days after the partnership notifies a corporate partner that it will be
2098 expelled because it has filed a certificate of dissolution or the equivalent, its charter has been
2099 revoked, or its right to conduct business has been suspended by the jurisdiction of its
2100 incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its
2101 charter or its right to conduct business; or
2102 (d) a partnership that is a partner has been dissolved and its business is being wound
2103
2104 (5) on application by the partnership or another partner, the partner's expulsion by
2105 judicial determination because:
2106 (a) the partner engaged in wrongful conduct that adversely and materially affected the
2107 partnership business;
2108 (b) the partner willfully or persistently committed a material breach of the partnership
2109 agreement or of a duty owed to the partnership or the other partners under Section 48-1b-404 ;
2110 or
2111 (c) the partner engaged in conduct relating to the partnership business which makes it
2112 not reasonably practicable to carry on the business in partnership with the partner;
2113 (6) the partner's:
2114 (a) becoming a debtor in bankruptcy;
2115 (b) executing an assignment for the benefit of creditors;
2116 (c) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or
2117 liquidator of that partner or of all or substantially all of that partner's property; or
2118 (d) failing, within 90 days after the appointment, to have vacated or stayed the
2119 appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the
2120 partner's property obtained without the partner's consent or acquiescence, or failing within 90
2121 days after the expiration of a stay to have the appointment vacated;
2122 (7) in the case of a partner who is an individual:
2123 (a) the partner's death;
2124 (b) the appointment of a guardian or general conservator for the partner; or
2125 (c) a judicial determination that the partner has otherwise become incapable of
2126 performing the partner's duties under the partnership agreement;
2127 (8) in the case of a partner that is a trust or is acting as a partner by virtue of being a
2128 trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not
2129 merely by reason of the substitution of a successor trustee;
2130 (9) in the case of a partner that is an estate or is acting as a partner by virtue of being a
2131 personal representative of an estate, distribution of the estate's entire transferable interest in the
2132 partnership, but not merely by reason of the substitution of a successor personal representative;
2133 or
2134
2135 or estate.
2136 Section 45. Section 48-1b-602 is enacted to read:
2137 48-1b-602. Partner's power to dissociate -- Wrongful dissociation.
2138 (1) A partner has the power to dissociate at any time, rightfully or wrongfully, by
2139 express will pursuant to Subsection 48-1b-601 (1).
2140 (2) A partner's dissociation is wrongful only if:
2141 (a) it is in breach of an express provision of the partnership agreement; or
2142 (b) in the case of a partnership for a definite term or particular undertaking, before the
2143 expiration of the term or the completion of the undertaking:
2144 (i) the partner withdraws by express will, unless the withdrawal follows within 90 days
2145 after another partner's dissociation by death or otherwise under Subsection 48-1b-601 (6)
2146 through (10) or wrongful dissociation under this Subsection (2);
2147 (ii) the partner is expelled by judicial determination under Subsection 48-1b-601 (5);
2148 (iii) the partner is dissociated by becoming a debtor in bankruptcy; or
2149 (iv) in the case of a partner who is not an individual, trust other than a business trust, or
2150 estate, the partner is expelled or otherwise dissociated because it willfully dissolved or
2151 terminated.
2152 (3) A partner who wrongfully dissociates is liable to the partnership and to the other
2153 partners for damages caused by the dissociation. The liability is in addition to any other
2154 obligation of the partner to the partnership or to the other partners.
2155 Section 46. Section 48-1b-603 is enacted to read:
2156 48-1b-603. Effect of partner's dissociation.
2157 (1) (a) If a partner's dissociation results in a dissolution and winding up of the
2158 partnership business, Part 8, Winding Up Partnership Business, applies.
2159 (b) Except as provided in Subsection (1)(a), Part 7, Partner's Dissociation When
2160 Business Not Wound Up, applies.
2161 (2) Upon a partner's dissociation:
2162 (a) the partner's right to participate in the management and conduct of the partnership
2163 business terminates, except as otherwise provided in Section 48-1b-803 ;
2164 (b) the partner's duty of loyalty under Subsection 48-1b-404 (2)(c) terminates; and
2165
2166 care under Subsection 48-1b-404 (3) continue only with regard to matters arising and events
2167 occurring before the partner's dissociation, unless the partner participates in winding up the
2168 partnership's business pursuant to Section 48-1b-803 .
2169 Section 47. Section 48-1b-701 is enacted to read:
2170
2171 48-1b-701. Purchase of dissociated partner's interest.
2172 (1) If a partner is dissociated from a partnership without resulting in a dissolution and
2173 winding up of the partnership business under Section 48-1b-801 , the partnership shall cause the
2174 dissociated partner's interest in the partnership to be purchased for a buyout price determined
2175 pursuant to Subsection (2).
2176 (2) The buyout price of a dissociated partner's interest is the amount that would have
2177 been distributable to the dissociating partner under Subsection 48-1b-807 (2) if, on the date of
2178 dissociation, the assets of the partnership were sold at a price equal to the greater of the
2179 liquidation value or the value based on a sale of the entire business as a going concern without
2180 the dissociated partner and the partnership were wound up as of that date. Interest must be paid
2181 from the date of dissociation to the date of payment.
2182 (3) Damages for wrongful dissociation under Subsection 48-1b-602 (2), and all other
2183 amounts owing, whether or not presently due, from the dissociated partner to the partnership,
2184 must be offset against the buyout price. Interest must be paid from the date the amount owed
2185 becomes due to the date of payment.
2186 (4) A partnership shall indemnify a dissociated partner whose interest is being
2187 purchased against all partnership liabilities, whether incurred before or after the dissociation,
2188 except liabilities incurred by an act of the dissociated partner under Section 48-1b-702 .
2189 (5) If no agreement for the purchase of a dissociated partner's interest is reached within
2190 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in
2191 cash to the dissociated partner the amount the partnership estimates to be the buyout price and
2192 accrued interest, reduced by any offsets and accrued interest under Subsection (3).
2193 (6) If a deferred payment is authorized under Subsection (8), the partnership may
2194 tender a written offer to pay the amount it estimates to be the buyout price and accrued interest,
2195 reduced by any offsets under Subsection (3), stating the time of payment, the amount and type
2196
2197 (7) The payment or tender required by Subsection (5) or (6) must be accompanied by
2198 the following:
2199 (a) a statement of partnership assets and liabilities as of the date of dissociation;
2200 (b) the latest available partnership balance sheet and income statement, if any;
2201 (c) an explanation of how the estimated amount of the payment was calculated; and
2202 (d) written notice that the payment is in full satisfaction of the obligation to purchase
2203 unless, within 120 days after the written notice, the dissociated partner commences an action to
2204 determine the buyout price, any offsets under Subsection (3), or other terms of the obligation to
2205 purchase.
2206 (8) A partner who wrongfully dissociates before the expiration of a definite term or the
2207 completion of a particular undertaking is not entitled to payment of any portion of the buyout
2208 price until the expiration of the term or completion of the undertaking, unless the partner
2209 establishes to the satisfaction of the court that earlier payment will not cause undue hardship to
2210 the business of the partnership. A deferred payment must be adequately secured and bear
2211 interest.
2212 (9) A dissociated partner may maintain an action against the partnership, pursuant to
2213 Subsection 48-1b-405 (2)(b)(ii), to determine the buyout price of that partner's interest, any
2214 offsets under Subsection (3), or other terms of the obligation to purchase. The action must be
2215 commenced within 120 days after the partnership has tendered payment or an offer to pay or
2216 within one year after written demand for payment if no payment or offer to pay is tendered.
2217 The court shall determine the buyout price of the dissociated partner's interest, any offset due
2218 under Subsection (3), and accrued interest, and enter judgment for any additional payment or
2219 refund. If deferred payment is authorized under Subsection (8), the court shall also determine
2220 the security for payment and other terms of the obligation to purchase. The court may assess
2221 reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to
2222 the action, in amounts the court finds equitable, against a party that the court finds acted
2223 arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's
2224 failure to tender payment or an offer to pay or to comply with Subsection (7).
2225 Section 48. Section 48-1b-702 is enacted to read:
2226 48-1b-702. Dissociated partner's power to bind and liability to partnership.
2227
2228 winding up of the partnership business, the partnership, including a surviving partnership under
2229 Part 9, Merger, Conversion, and Domestication, is bound by an act of the dissociated partner
2230 which would have bound the partnership under Section 48-1b-301 before dissociation only if at
2231 the time of entering into the transaction the other party:
2232 (a) reasonably believed that the dissociated partner was then a partner;
2233 (b) did not have notice of the partner's dissociation; and
2234 (c) is not deemed to have had knowledge under Subsection 48-1b-303 (5) or notice
2235 under Subsection 48-1b-704 (3).
2236 (2) A dissociated partner is liable to the partnership for any damage caused to the
2237 partnership arising from an obligation incurred by the dissociated partner after dissociation for
2238 which the partnership is liable under Subsection (1).
2239 Section 49. Section 48-1b-703 is enacted to read:
2240 48-1b-703. Dissociated partner's liability to other persons.
2241 (1) A partner's dissociation does not of itself discharge the partner's liability for a
2242 partnership obligation incurred before dissociation. A dissociated partner is not liable for a
2243 partnership obligation incurred after dissociation, except as otherwise provided in Subsection
2244 (2).
2245 (2) A partner who dissociates without resulting in a dissolution and winding up of the
2246 partnership business is liable as a partner to the other party in a transaction entered into by the
2247 partnership, or a surviving partnership under Part 9, Merger, Conversion, and Domestication,
2248 within two years after the partner's dissociation, only if the partner is liable for the obligation
2249 under Section 48-1b-306 and at the time of entering into the transaction the other party:
2250 (a) reasonably believed that the dissociated partner was then a partner;
2251 (b) did not have notice of the partner's dissociation; and
2252 (c) is not deemed to have had knowledge under Subsection 48-1b-303 (5) or notice
2253 under Subsection 48-1b-704 (3).
2254 (3) By agreement with the partnership creditor and the partners continuing the
2255 business, a dissociated partner may be released from liability for a partnership obligation.
2256 (4) A dissociated partner is released from liability for a partnership obligation if a
2257 partnership creditor, with notice of the partner's dissociation but without the partner's consent,
2258
2259 Section 50. Section 48-1b-704 is enacted to read:
2260 48-1b-704. Statement of dissociation.
2261 (1) A dissociated partner or the partnership may file a statement of dissociation with
2262 the division stating the name of the partnership and that the partner is dissociated from the
2263 partnership.
2264 (2) A statement of dissociation is a limitation on the authority of a dissociated partner
2265 for the purposes of Subsections 48-1b-303 (4) and (5).
2266 (3) For the purposes of Subsections 48-1b-702 (1)(c) and 48-1b-703 (2)(c), a person not
2267 a partner is deemed to have notice of the dissociation 90 days after the statement of
2268 dissociation is filed.
2269 Section 51. Section 48-1b-705 is enacted to read:
2270 48-1b-705. Continued use of partnership name.
2271 Continued use of a partnership name, or a dissociated partner's name as part thereof, by
2272 partners continuing the business does not of itself make the dissociated partner liable for an
2273 obligation of the partners or the partnership continuing the business.
2274 Section 52. Section 48-1b-801 is enacted to read:
2275
2276 48-1b-801. Events causing dissolution and winding up of partnership business.
2277 A partnership is dissolved, and its business must be wound up, only upon the
2278 occurrence of any of the following events:
2279 (1) in a partnership at will, the partnership's having notice from a partner, other than a
2280 partner who is dissociated under Subsections 48-1b-601 (2) through (10), of that partner's
2281 express will to withdraw as a partner, or on a later date specified by the partner;
2282 (2) in a partnership for a definite term or particular undertaking:
2283 (a) within 90 days after a partner's dissociation by death or otherwise under
2284 Subsections 48-1b-601 (6) through (10) or wrongful dissociation under Subsection
2285 48-1b-602 (2), the express will of at least half of the remaining partners to wind up the
2286 partnership business, for which purpose a partner's rightful dissociation pursuant to Subsection
2287 48-1b-602 (2)(b)(i) constitutes the expression of that partner's will to wind up the partnership
2288 business;
2289
2290 (c) the expiration of the term or the completion of the undertaking;
2291 (3) an event agreed to in the partnership agreement resulting in the winding up of the
2292 partnership business;
2293 (4) an event that makes it unlawful for all or substantially all of the business of the
2294 partnership to be continued, but a cure of illegality within 90 days after notice to the
2295 partnership of the event is effective retroactively to the date of the event for purposes of this
2296 section;
2297 (5) on application by a partner, a judicial determination that:
2298 (a) the economic purpose of the partnership is likely to be unreasonably frustrated;
2299 (b) another partner has engaged in conduct relating to the partnership business which
2300 makes it not reasonably practicable to carry on the business in partnership with that partner; or
2301 (c) it is not otherwise reasonably practicable to carry on the partnership business in
2302 conformity with the partnership agreement; or
2303 (6) on application by a transferee of a partner's transferable interest, a judicial
2304 determination that it is equitable to wind up the partnership business:
2305 (a) after the expiration of the term or completion of the undertaking, if the partnership
2306 was for a definite term or particular undertaking at the time of the transfer or entry of the
2307 charging order that gave rise to the transfer; or
2308 (b) at any time, if the partnership was a partnership at will at the time of the transfer or
2309 entry of the charging order that gave rise to the transfer.
2310 Section 53. Section 48-1b-802 is enacted to read:
2311 48-1b-802. Partnership continues after dissolution.
2312 (1) Subject to Subsection (2), a partnership continues after dissolution only for the
2313 purpose of winding up its business. The partnership is terminated when the winding up of its
2314 business is completed.
2315 (2) At any time after the dissolution of a partnership and before the winding up of its
2316 business is completed, all of the partners, including any dissociating partner other than a
2317 wrongfully dissociating partner, may waive the right to have the partnership's business wound
2318 up and the partnership terminated. In that event:
2319 (a) the partnership resumes carrying on its business as if dissolution had never
2320
2321 before the waiver is determined as if dissolution had never occurred; and
2322 (b) the rights of a third party accruing under Subsection 48-1b-804 (1) or arising out of
2323 conduct in reliance on the dissolution before the third party knew or received a notification of
2324 the waiver may not be adversely affected.
2325 Section 54. Section 48-1b-803 is enacted to read:
2326 48-1b-803. Right to wind up partnership business.
2327 (1) After dissolution, a partner who has not wrongfully dissociated may participate in
2328 winding up the partnership's business, but on application of any partner, partner's legal
2329 representative, or transferee, the district court, for good cause shown, may order judicial
2330 supervision of the winding up.
2331 (2) The legal representative of the last surviving partner may wind up a partnership's
2332 business.
2333 (3) A person winding up a partnership's business may preserve the partnership business
2334 or property as a going concern for a reasonable time, prosecute and defend actions and
2335 proceedings, whether civil, criminal, or administrative, settle and close the partnership's
2336 business, dispose of and transfer the partnership's property, discharge the partnership's
2337 liabilities, distribute the assets of the partnership pursuant to Section 48-1b-807 , settle disputes
2338 by mediation or arbitration, and perform other necessary acts.
2339 Section 55. Section 48-1b-804 is enacted to read:
2340 48-1b-804. Partner's power to bind partnership after dissolution.
2341 Subject to Section 48-1b-805 , a partnership is bound by a partner's act after dissolution
2342 that:
2343 (1) is appropriate for winding up the partnership business; or
2344 (2) would have bound the partnership under Section 48-1b-301 before dissolution, if
2345 the other party to the transaction did not have notice of the dissolution.
2346 Section 56. Section 48-1b-805 is enacted to read:
2347 48-1b-805. Statement of dissolution.
2348 (1) After dissolution, a partner who has not wrongfully dissociated may file a statement
2349 of dissolution with the division stating the name of the partnership and that the partnership has
2350 dissolved and is winding up its business.
2351
2352 purposes of Subsection 48-1b-303 (4) and is a limitation on authority for the purposes of
2353 Subsection 48-1b-303 (5).
2354 (3) For the purposes of Sections 48-1b-301 and 48-1b-804 , a person not a partner is
2355 deemed to have notice of the dissolution and the limitation on the partner's authority as a result
2356 of the statement of dissolution 90 days after it is filed.
2357 (4) After filing and, if appropriate, recording a statement of dissolution, a dissolved
2358 partnership may file and, if appropriate, record a statement of partnership authority which will
2359 operate with respect to a person not a partner as provided in Subsections 48-1b-303 (4) and (5)
2360 in any transaction, whether or not the transaction is appropriate for winding up the partnership
2361 business.
2362 Section 57. Section 48-1b-806 is enacted to read:
2363 48-1b-806. Partner's liability to other partners after dissolution.
2364 (1) Except as otherwise provided in Subsection (2) and Section 48-1b-306 , after
2365 dissolution a partner is liable to the other partners for the partner's share of any partnership
2366 liability incurred under Section 48-1b-804 .
2367 (2) A partner who, with knowledge of the dissolution, incurs a partnership liability
2368 under Subsection 48-1b-804 (2) by an act that is not appropriate for winding up the partnership
2369 business is liable to the partnership for any damage caused to the partnership arising from the
2370 liability.
2371 Section 58. Section 48-1b-807 is enacted to read:
2372 48-1b-807. Settlement of accounts and contributions among partners.
2373 (1) In winding up a partnership's business, the assets of the partnership, including the
2374 contributions of the partners required by this section, must be applied to discharge its
2375 obligations to creditors, including, to the extent permitted by law, partners who are creditors.
2376 Any surplus must be applied to pay in cash the net amount distributable to partners in
2377 accordance with their right to distributions under Subsection (2).
2378 (2) Each partner is entitled to a settlement of all partnership accounts upon winding up
2379 the partnership business. In settling accounts among the partners, profits and losses that result
2380 from the liquidation of the partnership assets must be credited and charged to the partners'
2381 accounts. The partnership shall make a distribution to a partner in an amount equal to any
2382
2383 partnership an amount equal to any excess of the charges over the credits in the partner's
2384 account but excluding from the calculation charges attributable to an obligation for which the
2385 partner is not personally liable under Section 48-1b-306 .
2386 (3) If a partner fails to contribute the full amount required under Subsection (2), all of
2387 the other partners shall contribute, in the proportions in which those partners share partnership
2388 losses, the additional amount necessary to satisfy the partnership obligations for which they are
2389 personally liable under Section 48-1b-306 . A partner or partner's legal representative may
2390 recover from the other partners any contributions the partner makes to the extent the amount
2391 contributed exceeds that partner's share of the partnership obligations for which the partner is
2392 personally liable under Section 48-1b-306 .
2393 (4) After the settlement of accounts, each partner shall contribute, in the proportion in
2394 which the partner shares partnership losses, the amount necessary to satisfy partnership
2395 obligations that were not known at the time of the settlement and for which the partner is
2396 personally liable under Section 48-1b-306 .
2397 (5) The estate of a deceased partner is liable for the partner's obligation to contribute to
2398 the partnership.
2399 (6) An assignee for the benefit of creditors of a partnership or a partner, or a person
2400 appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's
2401 obligation to contribute to the partnership.
2402 Section 59. Section 48-1b-901 is enacted to read:
2403
2404 48-1b-901. Definitions.
2405 In this part:
2406 (1) "Constituent organization" means an organization that is party to a merger.
2407 (2) "Constituent partnership" means a constituent organization that is a partnership.
2408 (3) "Converted organization" means the organization into which a converting
2409 organization converts pursuant to Sections 48-1b-906 through 48-1b-909 .
2410 (4) "Converting organization" means an organization that converts into another
2411 organization pursuant to Section 48-1b-906 .
2412 (5) "Converting partnership" means a converting organization that is a partnership.
2413
2414 that exists after a domesticating foreign limited liability partnership or limited liability
2415 partnership effects a domestication pursuant to Sections 48-1b-910 through 48-1b-913 .
2416 (7) "Domesticating limited liability partnership" means a limited liability partnership
2417 that effects a domestication pursuant to Sections 48-1b-910 through 48-1b-913 .
2418 (8) "Foreign partnership" means a partnership that has:
2419 (a) its chief executive office in a jurisdiction other than this state; or
2420 (b) specified in its partnership agreement that relations among the partners and between
2421 the partners and the partnership will be governed by the law of a jurisdiction other than this
2422 state.
2423 (9) "Governing statute" means the statute that governs an organization's internal affairs.
2424 (10) (a) "Organization" means:
2425 (i) a general partnership, including a limited liability partnership;
2426 (ii) a limited partnership, including a limited liability limited partnership;
2427 (iii) a limited liability company;
2428 (iv) a business trust;
2429 (v) a corporation; or
2430 (vi) any other person having a governing statute.
2431 (b) "Organization" includes a domestic or foreign organization regardless of whether
2432 organized for profit.
2433 (11) "Organizational documents" means:
2434 (a) for a domestic or foreign general partnership, its partnership agreement;
2435 (b) for a limited partnership or foreign limited partnership, its certificate of limited
2436 partnership and partnership agreement;
2437 (c) for a domestic or foreign limited liability company, its certificate or articles of
2438 organization and operating agreement, or comparable records as provided in its governing
2439 statute;
2440 (d) for a business trust, its agreement of trust and declaration of trust;
2441 (e) for a domestic or foreign corporation for profit, its articles of incorporation, bylaws,
2442 and other agreements among its shareholders which are authorized by its governing statute, or
2443 comparable records as provided in its governing statute; and
2444
2445 determine its internal governance and the relations among the persons that own it, have an
2446 interest in it, or are members of it.
2447 (12) "Personal liability" means liability for a debt, obligation, or other liability of an
2448 organization which is imposed on a person that co-owns, has an interest in, or is a member of
2449 the organization:
2450 (a) by the governing statute solely by reason of the person co-owning, having an
2451 interest in, or being a member of the organization; or
2452 (b) by the organization's organizational documents under a provision of the governing
2453 statute authorizing those documents to make one or more specified persons liable for all or
2454 specified debts, obligations, or other liabilities of the organization solely by reason of the
2455 person or persons co-owning, having an interest in, or being a member of the organization.
2456 (13) "Surviving organization" means an organization into which one or more other
2457 organizations are merged whether the organization preexisted the merger or was created by the
2458 merger.
2459 Section 60. Section 48-1b-902 is enacted to read:
2460 48-1b-902. Merger.
2461 (1) A partnership may merge with one or more other constituent organizations pursuant
2462 to this section, Sections 48-1b-903 through 48-1b-905 , and a plan of merger, if:
2463 (a) the governing statute of each of the other organizations authorizes the merger;
2464 (b) the merger is not prohibited by the law of a jurisdiction that enacted any of the
2465 governing statutes; and
2466 (c) each of the other organizations complies with its governing statute in effecting the
2467 merger.
2468 (2) Unless each constituent organization and the surviving organization are
2469 partnerships other than limited liability partnerships, a plan of merger must be in a record and
2470 must include:
2471 (a) the name and form of each constituent organization;
2472 (b) the name and form of the surviving organization and, if the surviving organization
2473 is to be created by the merger, a statement to that effect;
2474 (c) the terms and conditions of the merger, including the manner and basis for
2475
2476 interests in the surviving organization, and other consideration;
2477 (d) if the surviving organization is to be created by the merger, the surviving
2478 organization's organizational documents that are proposed to be in a record; and
2479 (e) if the surviving organization is not to be created by the merger, any amendments to
2480 be made by the merger to the surviving organization's organizational documents that are, or are
2481 proposed to be, in a record.
2482 Section 61. Section 48-1b-903 is enacted to read:
2483 48-1b-903. Action on plan of merger by constituent partnership.
2484 (1) Subject to Section 48-1b-914 , a plan of merger must be consented to by all the
2485 partners of a constituent partnership.
2486 (2) Subject to Section 48-1b-914 and any contractual rights, after a merger is approved,
2487 and at any time before articles of merger are delivered to the division for filing under Section
2488 48-1b-904 , a constituent partnership may amend the plan or abandon the merger:
2489 (a) as provided in the plan; or
2490 (b) except as otherwise prohibited in the plan, with the same consent as was required to
2491 approve the plan.
2492 Section 62. Section 48-1b-904 is enacted to read:
2493 48-1b-904. Filings required and permitted for merger -- Effective date.
2494 (1) After each constituent organization has approved a merger, articles of merger must
2495 be signed on behalf of:
2496 (a) each constituent partnership, as provided in Section 48-1b-105 , unless the merger is
2497 only between or among general partnerships, none of which is a limited liability partnership,
2498 and the surviving organization will be a general partnership other than a limited liability
2499 partnership; and
2500 (b) each other constituent organization, as provided in its governing statute.
2501 (2) Articles of merger under this section must include:
2502 (a) the name and form of each constituent organization and the jurisdiction of its
2503 governing statute;
2504 (b) the name and form of the surviving organization, the jurisdiction of its governing
2505 statute, and, if the surviving organization is created by the merger, a statement to that effect;
2506
2507 organization;
2508 (d) if the surviving organization is to be created by the merger:
2509 (i) if it will be a limited liability partnership, the limited liability partnership's
2510 statement of qualification; or
2511 (ii) if it will be an organization other than a limited liability partnership, the
2512 organizational document that creates the organization that is in a public record;
2513 (e) if the surviving organization preexists the merger, any amendments provided for in
2514 the plan of merger for the organizational document that created the organization that are in a
2515 public record;
2516 (f) a statement as to each constituent organization that the merger was approved as
2517 required by the organization's governing statute;
2518 (g) if the surviving organization is a foreign organization not authorized to transact
2519 business in this state, the street and mailing addresses of an office that may be used for service
2520 of process under Section 48-1b-905 (2); and
2521 (h) any additional information required by the governing statute of any constituent
2522 organization.
2523 (3) Each constituent partnership that is a limited liability partnership shall, and each
2524 constituent partnership that is not a limited liability partnership may, deliver the articles of
2525 merger for filing in the division.
2526 (4) A merger becomes effective under this part:
2527 (a) if the surviving organization is a partnership, upon the later of:
2528 (i) compliance with Subsection (3); or
2529 (ii) as specified in the articles of merger; or
2530 (b) if the surviving organization is not a partnership, as provided by the governing
2531 statute of the surviving organization.
2532 Section 63. Section 48-1b-905 is enacted to read:
2533 48-1b-905. Effect of merger.
2534 (1) When a merger becomes effective:
2535 (a) the surviving organization continues or comes into existence;
2536 (b) each constituent organization that merges into the surviving organization ceases to
2537
2538 (c) all property owned by each constituent organization that ceases to exist vests in the
2539 surviving organization;
2540 (d) all debts, obligations, or other liabilities of each constituent organization that ceases
2541 to exist continue as debts, obligations, or other liabilities of the surviving organization;
2542 (e) an action or proceeding pending by or against any constituent organization that
2543 ceases to exist may be continued as if the merger had not occurred;
2544 (f) except as prohibited by other law, all of the rights, privileges, immunities, powers,
2545 and purposes of each constituent organization that ceases to exist vest in the surviving
2546 organization;
2547 (g) except as otherwise provided in the plan of merger, the terms and conditions of the
2548 plan of merger take effect; and
2549 (h) except as otherwise agreed, if a constituent partnership ceases to exist, the merger
2550 does not dissolve the partnership for the purposes of Part 8, Winding Up Partnership Business;
2551 (i) if the surviving organization is created by the merger:
2552 (i) if it is a partnership, the partnership is formed upon approval of and on the date
2553 specified in the plan of merger;
2554 (ii) if it is a limited liability partnership, the limited liability partnership is formed and
2555 the statement of qualification takes effect on the later of:
2556 (A) the day after the day on which the division has received for filing both the articles
2557 of merger and the statement of qualification pursuant to Section 48-1b-1001 ; or
2558 (B) the date provided in the statement of qualification; or
2559 (iii) if it is an organization other than a partnership, the organizational document that
2560 creates the organization becomes effective; and
2561 (j) if the surviving organization preexisted the merger, any amendments provided for in
2562 the articles of merger for the organizational document that created the organization become
2563 effective.
2564 (2) A surviving organization that is a foreign organization consents to the jurisdiction
2565 of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent
2566 organization, if before the merger the constituent organization was subject to suit in this state
2567 on the debt, obligation, or other liability. A surviving organization that is a foreign
2568
2569 the address required in the articles of merger under 48-1b-904 (2)(g).
2570 Section 64. Section 48-1b-906 is enacted to read:
2571 48-1b-906. Conversion.
2572 (1) An organization other than a partnership or a foreign partnership may convert to a
2573 partnership, and a partnership may convert to an organization other than a foreign partnership
2574 pursuant to this section, Sections 48-1b-907 through 48-1b-909 , and a plan of conversion, if:
2575 (a) the other organization's governing statute authorizes the conversion;
2576 (b) the conversion is not prohibited by the law of the jurisdiction that enacted the other
2577 organization's governing statute; and
2578 (c) the other organization complies with its governing statute in effecting the
2579 conversion.
2580 (2) A plan of conversion must be in a record and must include:
2581 (a) the name and form of the organization before conversion;
2582 (b) the name and form of the organization after conversion;
2583 (c) the terms and conditions of the conversion, including the manner and basis for
2584 converting interests in the converting organization into any combination of money, interests in
2585 the converted organization, and other consideration; and
2586 (d) the organizational documents of the converted organization that are, or are
2587 proposed to be, in a record.
2588 Section 65. Section 48-1b-907 is enacted to read:
2589 48-1b-907. Action on plan of conversion by converting partnership.
2590 (1) Subject to Section 48-1b-914 , a plan of conversion must be consented to by all the
2591 partners of a converting partnership.
2592 (2) Subject to Section 48-1b-914 and any contractual rights, after a conversion is
2593 approved, and at any time before articles of conversion are delivered to the division for filing
2594 under Section 48-1b-908 , a converting partnership may amend the plan or abandon the
2595 conversion:
2596 (a) as provided in the plan; or
2597 (b) except as otherwise prohibited in the plan, by the same consent as was required to
2598 approve the plan.
2599
2600 48-1b-908. Filings required for conversion -- Effective date.
2601 (1) After a plan of conversion is approved:
2602 (a) a converting limited liability partnership shall deliver to the division for filing
2603 articles of conversion, which must be signed as provided in Section 48-1b-105 and must
2604 include:
2605 (i) a statement that the limited liability partnership has been converted into another
2606 organization;
2607 (ii) the name and form of the converted organization and the jurisdiction of its
2608 governing statute;
2609 (iii) the date the conversion is effective under the governing statute of the converted
2610 organization;
2611 (iv) a statement that the conversion was approved as required by this chapter;
2612 (v) a statement that the conversion is authorized by the governing statute of the
2613 converted organization; and
2614 (vi) if the converted organization is a foreign organization not authorized to transact
2615 business in this state, the street and mailing addresses of an office that may be used for
2616 purposes of Subsection 48-1b-909 (3); and
2617 (b) if the converting organization is not a converting partnership or limited liability
2618 partnership, the converting organization shall deliver to the division for filing articles of
2619 conversion, which must include:
2620 (i) a statement that the converted organization was converted from another
2621 organization, and whether the converted organization is a partnership or a limited liability
2622 partnership;
2623 (ii) the name and form of that converting organization and the jurisdiction of its
2624 governing statute; and
2625 (iii) a statement that the conversion was approved in a manner that complied with the
2626 converting organization's governing statute.
2627 (2) A conversion becomes effective:
2628 (a) if the converted organization is a partnership, as provided in the plan or articles of
2629 conversion;
2630
2631 (i) the day after the day on which the division has received for filing both the articles of
2632 conversion and the statement of qualification pursuant to Section 48-1b-1001 ; or
2633 (ii) the date provided in the statement of qualification; or
2634 (c) if the converted organization is not a partnership or limited liability partnership, as
2635 provided by the governing statute of the converted organization.
2636 Section 67. Section 48-1b-909 is enacted to read:
2637 48-1b-909. Effect of conversion.
2638 (1) An organization that has been converted pursuant to this part is for all purposes the
2639 same entity that existed before the conversion.
2640 (2) When a conversion takes effect:
2641 (a) all property owned by the converting organization remains vested in the converted
2642 organization;
2643 (b) all debts, obligations, or other liabilities of the converting organization continue as
2644 debts, obligations, or other liabilities of the converted organization;
2645 (c) an action or proceeding pending by or against the converting organization may be
2646 continued as if the conversion had not occurred;
2647 (d) except as prohibited by law other than this chapter, all of the rights, privileges,
2648 immunities, powers, and purposes of the converting organization remain vested in the
2649 converted organization;
2650 (e) except as otherwise provided in the plan of conversion, the terms and conditions of
2651 the plan of conversion take effect; and
2652 (f) except as otherwise agreed, the conversion does not dissolve a converting
2653 partnership for the purposes of Part 8, Winding Up Partnership Business.
2654 (3) A converted organization that is a foreign organization consents to the jurisdiction
2655 of the courts of this state to enforce any debt, obligation, or other liability for which the
2656 converting partnership or limited liability partnership is liable if, before the conversion, the
2657 converting partnership or limited liability partnership was subject to suit in this state on the
2658 debt, obligation, or other liability. A converted organization that is a foreign organization and
2659 not authorized to transact business in this state may be served with process at the address
2660 required in the articles of conversion under Subsection 48-1b-908 (1)(a)(vi).
2661
2662 48-1b-910. Domestication.
2663 (1) A foreign limited liability partnership may become a limited liability partnership
2664 pursuant to this section, Sections 48-1b-911 through 48-1b-913 , and a plan of domestication,
2665 if:
2666 (a) the foreign limited liability partnership's governing statute authorizes the
2667 domestication;
2668 (b) the domestication is not prohibited by the law of the jurisdiction that enacted the
2669 governing statute; and
2670 (c) the foreign limited liability partnership complies with its governing statute in
2671 effecting the domestication.
2672 (2) A limited liability partnership may become a foreign limited liability partnership
2673 pursuant to this section, Sections 48-1b-911 through 48-1b-913 , and a plan of domestication,
2674 if:
2675 (a) the foreign limited liability partnership's governing statute authorizes the
2676 domestication;
2677 (b) the domestication is not prohibited by the law of the jurisdiction that enacted the
2678 governing statute; and
2679 (c) the foreign limited liability partnership complies with its governing statute in
2680 effecting the domestication.
2681 (3) A plan of domestication must be in a record and must include:
2682 (a) the name of the domesticating limited liability partnership before domestication and
2683 the jurisdiction of its governing statute;
2684 (b) the name of the domesticated limited liability partnership after domestication and
2685 the jurisdiction of its governing statute;
2686 (c) the terms and conditions of the domestication, including the manner and basis for
2687 converting interests in the domesticating limited liability partnership into any combination of
2688 money, interests in the domesticated limited liability partnership, and other consideration; and
2689 (d) the organizational documents of the domesticated limited liability partnership that
2690 are, or are proposed to be, in a record.
2691 Section 69. Section 48-1b-911 is enacted to read:
2692
2693 (1) A plan of domestication must be consented to:
2694 (a) by all the partners, subject to Section 48-1b-914 , if the domesticating limited
2695 liability partnership is a limited liability partnership; and
2696 (b) as provided in the domesticating limited liability partnership's governing statute, if
2697 the limited liability partnership is a foreign limited liability partnership.
2698 (2) Subject to any contractual rights, after a domestication is approved, and at any time
2699 before articles of domestication are delivered to the division for filing under Section
2700 48-1b-912 , a domesticating limited liability partnership may amend the plan or abandon the
2701 domestication:
2702 (a) as provided in the plan; or
2703 (b) except as otherwise prohibited in the plan, by the same consent as was required to
2704 approve the plan.
2705 Section 70. Section 48-1b-912 is enacted to read:
2706 48-1b-912. Filings required for domestication -- Effective date.
2707 (1) After a plan of domestication is approved, a domesticating limited liability
2708 partnership shall deliver to the division for filing articles of domestication, which must include:
2709 (a) a statement, as the case may be, that the limited liability partnership has been
2710 domesticated from or into another jurisdiction;
2711 (b) the name of the domesticating limited liability partnership and the jurisdiction of its
2712 governing statute;
2713 (c) the name of the domesticated limited liability partnership and the jurisdiction of its
2714 governing statute;
2715 (d) the date the domestication is effective under the governing statute of the
2716 domesticated limited liability partnership;
2717 (e) if the domesticating limited liability partnership was a limited liability partnership,
2718 a statement that the domestication was approved as required by this chapter;
2719 (f) if the domesticating limited liability partnership was a foreign limited liability
2720 partnership, a statement that the domestication was approved as required by the governing
2721 statute of the other jurisdiction; and
2722 (g) if the domesticated limited liability partnership is a foreign limited liability
2723
2724 an office that the division may use for the purposes of Subsection 48-1b-913 (2).
2725 (2) A domestication becomes effective:
2726 (a) if the domesticated limited liability partnership is a limited liability partnership, the
2727 later of:
2728 (i) the day after the day on which the division has received for filing both the articles of
2729 domestication and the statement of qualification pursuant to Section 48-1b-1001 ; and
2730 (ii) the date provided in the statement of qualification; or
2731 (b) if it is a foreign limited liability partnership, according to the governing statute of
2732 the domesticated limited liability partnership.
2733 Section 71. Section 48-1b-913 is enacted to read:
2734 48-1b-913. Effect of domestication.
2735 (1) When a domestication takes effect:
2736 (a) the domesticated limited liability partnership is for all purposes the limited liability
2737 partnership that existed before the domestication;
2738 (b) all property owned by the domesticating limited liability partnership remains vested
2739 in the domesticated limited liability partnership;
2740 (c) all debts, obligations, or other liabilities of the domesticating limited liability
2741 partnership continue as debts, obligations, or other liabilities of the domesticated limited
2742 liability partnership;
2743 (d) an action or proceeding pending by or against a domesticating limited liability
2744 partnership may be continued as if the domestication had not occurred;
2745 (e) except as prohibited by other law, all of the rights, privileges, immunities, powers,
2746 and purposes of the domesticating limited liability partnership remain vested in the
2747 domesticated limited liability partnership;
2748 (f) except as otherwise provided in the plan of domestication, the terms and conditions
2749 of the plan of domestication take effect; and
2750 (g) except as otherwise agreed, the domestication does not dissolve a domesticating
2751 limited liability partnership for the purposes of Part 8, Winding Up Partnership Business.
2752 (2) A domesticated limited liability partnership that is a foreign limited liability
2753 partnership consents to the jurisdiction of the courts of this state to enforce any debt,
2754
2755 the domestication, the domesticating limited liability partnership was subject to suit in this
2756 state on the debt, obligation, or other liability. A domesticated limited liability partnership that
2757 is a foreign limited liability partnership and not authorized to transact business in this state may
2758 be served with process at the address required in the articles of domestication under Subsection
2759 48-1b-912 (1)(g).
2760 (3) If a limited liability partnership has adopted and approved a plan of domestication
2761 under Section 48-1b-910 providing for the limited liability partnership to be domesticated in a
2762 foreign jurisdiction, a statement pursuant to Subsection 48-1b-1001 (4) cancelling the limited
2763 liability partnership's statement of qualification must be delivered to the division for filing
2764 setting forth:
2765 (a) the name of the limited liability partnership;
2766 (b) a statement that the limited liability partnership's statement of qualification is being
2767 cancelled in connection with the domestication of the limited liability partnership in a foreign
2768 jurisdiction;
2769 (c) a statement the domestication was approved as required by this chapter; and
2770 (d) the jurisdiction of formation of the domesticated foreign limited liability
2771 partnership.
2772 Section 72. Section 48-1b-914 is enacted to read:
2773 48-1b-914. Restrictions on approval of mergers, conversions, and domestications.
2774 (1) If a partner of a constituent or converting partnership, or a partner of a
2775 domesticating limited liability partnership will have personal liability with respect to a
2776 surviving, converted, or domesticated organization, approval or amendment of a plan of
2777 merger, conversion, or domestication are ineffective without the consent of the partner, unless:
2778 (a) the partnership's partnership agreement provides for approval of a merger,
2779 conversion, or domestication with the consent of fewer than all the partners; and
2780 (b) the partner has consented to the provision of the partnership agreement.
2781 (2) A partner does not give the consent required by Subsection (1) merely by
2782 consenting to a provision of the partnership agreement that permits the partnership agreement
2783 to be amended with the consent of fewer than all the partners.
2784 Section 73. Section 48-1b-915 is enacted to read:
2785
2786 This part does not preclude an entity from being merged, converted, or domesticated
2787 under law other than this chapter.
2788 Section 74. Section 48-1b-1001 is enacted to read:
2789
2790 48-1b-1001. Statement of qualification.
2791 (1) A partnership may become a limited liability partnership pursuant to this section.
2792 (2) The terms and conditions on which a partnership becomes a limited liability
2793 partnership must be approved by the vote necessary to amend the partnership agreement
2794 except, in the case of a partnership agreement that expressly considers obligations to contribute
2795 to the partnership, the vote necessary to amend those provisions.
2796 (3) After the approval required by Subsection (2), a partnership may become a limited
2797 liability partnership by filing a statement of qualification with the division. The statement must
2798 contain:
2799 (a) the name of the partnership;
2800 (b) the street address of the partnership's chief executive office and, if different, the
2801 street address of an office in this state, if any;
2802 (c) if the partnership does not have an office in this state, the information required by
2803 Subsection 16-17-203 (1);
2804 (d) a statement that the partnership elects to be a limited liability partnership; and
2805 (e) a deferred effective date, if any.
2806 (4) The status of a partnership as a limited liability partnership is effective on the later
2807 of the filing of the statement or a date specified in the statement. The status remains effective,
2808 regardless of changes in the partnership, until it is canceled pursuant to Subsection
2809 48-1b-105 (4) or revoked pursuant to Section 48-1b-1003 .
2810 (5) The status of a partnership as a limited liability partnership and the liability of its
2811 partners is not affected by errors or later changes in the information required to be contained in
2812 the statement of qualification under Subsection (3).
2813 (6) The filing of a statement of qualification establishes that a partnership has satisfied
2814 all conditions precedent to the qualification of the partnership as a limited liability partnership.
2815 (7) An amendment or cancellation of a statement of qualification is effective when it is
2816
2817 Section 75. Section 48-1b-1002 is enacted to read:
2818 48-1b-1002. Name.
2819 (1) The name of a limited liability partnership must end with "Registered Limited
2820 Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP".
2821 (2) The name of a limited liability partnership may not contain:
2822 (a) without the written consent of the United States Olympic Committee, the words:
2823 (i) "Olympic";
2824 (ii) "Olympiad"; or
2825 (iii) "Citius Altius Fortius"; and
2826 (b) without the written consent of the Division of Consumer Protection issued in
2827 accordance with Section 13-34-114 , the words:
2828 (i) "university";
2829 (ii) "college"; or
2830 (iii) "institute" or "institution".
2831 (3) Unless authorized by Subsection (4), the name of a limited liability partnership
2832 must be distinguishable in the records of the division from:
2833 (a) the name of each person other than an individual incorporated, organized, or
2834 authorized to transact business in this state; and
2835 (b) each name reserved under:
2836 (i) Section 16-6a-401 or 16-6a-402 ;
2837 (ii) Section 16-10a-401 or 16-10a-402 ;
2838 (iii) Section 16-11-16 ;
2839 (iv) Section 42-2-6.6 ;
2840 (v) Section 48-2d-108 or 48-2d-109 ; or
2841 (vi) Section 48-3-108 or 48-3-109 .
2842 (4) A limited liability partnership may apply to the division for authorization to use a
2843 name that does not comply with Subsection (3). The division shall authorize use of the name
2844 applied for if, as to each conflicting name:
2845 (a) the present user, registrant, or owner of the conflicting name consents in a signed
2846 record to the use and submits an undertaking in a form satisfactory to the division to change the
2847
2848 records of the division from the name applied for;
2849 (b) the applicant delivers to the division a certified copy of the final judgment of a
2850 district court establishing the applicant's right to use in this state the name applied for; or
2851 (c) the applicant delivers to the division proof satisfactory to the division that the
2852 present user, registrant, or owner of the conflicting name:
2853 (i) has merged into the applicant;
2854 (ii) has been converted into the applicant; or
2855 (iii) has transferred substantially all of its assets, including the conflicting name, to the
2856 applicant.
2857 (5) Subject to Section 48-1b-1102.1 , this section applies to any foreign limited
2858 partnership transacting business in this state, having a certificate of authority to transact
2859 business in this state, or applying for a certificate of authority.
2860 (6) The division may not approve for filing a name that implies that a limited liability
2861 partnership is an agency of this state or any of its political subdivisions, if it is not actually such
2862 a legally established agency or subdivision.
2863 (7) The authorization to file a certificate under or to reserve or register a limited
2864 liability partnership name as granted by the division does not:
2865 (a) abrogate or limit the law governing unfair competition or unfair trade practices;
2866 (b) derogate from the common law, the principles of equity, or the statutes of this state
2867 or of the United States with respect to the right to acquire and protect names and trademarks; or
2868 (c) create an exclusive right in geographic or generic terms contained within a name.
2869 Section 76. Section 48-1b-1003 is enacted to read:
2870 48-1b-1003. Annual report.
2871 (1) A limited liability partnership, and a foreign limited liability partnership authorized
2872 to transact business in this state, shall file an annual report with the division which contains:
2873 (a) the name of the limited liability partnership and the state or other jurisdiction under
2874 whose laws the foreign limited liability partnership is formed;
2875 (b) the street address of the partnership's chief executive office and, if different, the
2876 street address of an office of the partnership in this state, if any; and
2877 (c) if the partnership does not have an office in this state, the information required by
2878
2879 (2) Following the calendar year in which a partnership files a statement of qualification
2880 or a foreign partnership becomes authorized to transact business in this state, the partnership
2881 shall file an annual report:
2882 (a) during the month of its anniversary date of formation, in the case of a domestic
2883 partnership; or
2884 (b) during the month of the anniversary date of being granted authority to transact
2885 business in this state, in the case of a foreign partnership authorized to transact business in this
2886 state.
2887 (3) (a) The division may revoke the statement of qualification of a partnership that fails
2888 to:
2889 (i) file an annual report when due; or
2890 (ii) pay the required filing fee, established in accordance with Section 63J-1-504 .
2891 (b) To take an action under this Subsection (3), the division shall provide the
2892 partnership at least 60 days' written notice of intent to revoke the statement. The notice must
2893 be mailed to the partnership at its chief executive office set forth in the last filed statement of
2894 qualification or annual report. The notice must specify the annual report that has not been
2895 filed, the fee that has not been paid, and the effective date of the revocation. The revocation is
2896 not effective if the annual report is filed and the fee is paid before the effective date of the
2897 revocation.
2898 (4) A revocation under Subsection (3) only affects a partnership's status as a limited
2899 liability partnership and is not an event of dissolution of the partnership.
2900 (5) A partnership whose statement of qualification has been revoked may apply to the
2901 division for reinstatement within two years after the effective date of the revocation. The
2902 application must state:
2903 (a) the name of the partnership and the effective date of the revocation; and
2904 (b) that the ground for revocation either did not exist or has been corrected.
2905 (6) A reinstatement under Subsection (5) relates back to and takes effect as of the
2906 effective date of the revocation, and the partnership's status as a limited liability partnership
2907 continues as if the revocation had never occurred.
2908 Section 77. Section 48-1b-1004 is enacted to read:
2909
2910 (1) A limited liability partnership organized under this part to provide a professional
2911 service:
2912 (a) may provide:
2913 (i) only one specific type of professional service; and
2914 (ii) services ancillary to the professional service described in Subsection (1)(a)(i); and
2915 (b) may not engage in a business other than providing the professional service that it is
2916 organized to provide and services ancillary to the professional service.
2917 (2) A limited liability partnership organized to provide a professional service:
2918 (a) may include a partner or employee authorized under the laws of the jurisdiction
2919 where the partner or employee reside to provide similar professional service;
2920 (b) may include a partner who is not licensed or registered by the state to provide the
2921 professional service to the extent allowed by the applicable licensing act relating to the
2922 professional service; and
2923 (c) may render a professional service in Utah only through a partner or employee who
2924 is licensed or registered by the state to render the professional service.
2925 (3) A limited liability partnership organized to provide a professional service has the
2926 powers provided a limited liability partnership under this chapter.
2927 (4) (a) This part does not restrict or limit the authority or duty of a regulatory entity to
2928 license an individual who provides a professional service or practices the profession that is
2929 within the jurisdiction of the regulatory entity, notwithstanding that the individual:
2930 (i) is a partner or employee of a limited liability partnership; or
2931 (ii) provides a professional service or engaging in the practice of the profession through
2932 a limited liability partnership.
2933 (b) A limited liability partnership may not do anything an individual licensed to
2934 practice the profession that the limited liability partnership is organized to provide may not do.
2935 Section 78. Section 48-1b-1101 is enacted to read:
2936
2937 48-1b-1101. Law governing foreign limited liability partnership.
2938 (1) The law under which a foreign limited liability partnership is formed governs
2939 relations among the partners and between the partners and the partnership and the liability of
2940
2941 (2) A foreign limited liability partnership may not be denied a statement of foreign
2942 qualification by reason of any difference between the law under which the partnership was
2943 formed and the law of this state.
2944 (3) A statement of foreign qualification does not authorize a foreign limited liability
2945 partnership to engage in any business or exercise any power that a partnership may not engage
2946 in or exercise in this state as a limited liability partnership.
2947 (4) (a) The division may permit a tribal limited liability partnership to register with the
2948 division in the same manner as a foreign limited liability partnership formed in another state.
2949 (b) If a tribal limited liability partnership elects to register with the division, for
2950 purposes of this chapter, the tribal limited liability partnership shall be treated in the same
2951 manner as a foreign limited liability partnership formed under the laws