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S.B. 131 Enrolled
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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 . providing for winding up partnership business;
27 . providing for conversion, merger, and domestication; 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, mergers, and domestications;
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 . providing for low-profit limited liability companies;
58 . includes miscellaneous provisions such as providing for uniformity of application,
59 severability, and savings;
60 . addresses application of uniform acts to existing and future entities; and
61 . makes technical and conforming amendments.
62 Money Appropriated in this Bill:
63 None
64 Other Special Clauses:
65 This bill takes effect on July 1, 2012.
66 Utah Code Sections Affected:
67 AMENDS:
68 7-1-810, as last amended by Laws of Utah 2008, Chapter 382
69 7-3-10, as last amended by Laws of Utah 2007, Chapter 277
70 7-8-3, as last amended by Laws of Utah 2004, Chapter 92
71 13-34-114, as last amended by Laws of Utah 2010, Chapter 218
72 16-6a-1008.7, as last amended by Laws of Utah 2006, Chapter 228
73 16-10a-401, as last amended by Laws of Utah 2010, Chapters 218 and 378
74 16-10a-1008.7, as enacted by Laws of Utah 2002, Chapter 193
75 16-11-16, as last amended by Laws of Utah 2010, Chapters 218 and 378
76 16-16-111, as last amended by Laws of Utah 2010, Chapter 378
77 16-17-102, as enacted by Laws of Utah 2008, Chapter 364
78 31A-37a-102, as enacted by Laws of Utah 2008, Chapter 302
79 46-4-503, as last amended by Laws of Utah 2008, Chapter 382
80 53C-1-201, as last amended by Laws of Utah 2010, Chapter 218
81 61-2b-25, as last amended by Laws of Utah 2010, Chapter 379
82 61-2f-401, as last amended by Laws of Utah 2010, Chapter 184 and renumbered and
83 amended by Laws of Utah 2010, Chapter 379
84 75-7-1011, as enacted by Laws of Utah 2004, Chapter 89
85 ENACTS:
86 48-1a-101, Utah Code Annotated 1953
87 48-1a-102, Utah Code Annotated 1953
88 48-1b-101, Utah Code Annotated 1953
89 48-1b-102, Utah Code Annotated 1953
90 48-1b-103, Utah Code Annotated 1953
91 48-1b-104, Utah Code Annotated 1953
92 48-1b-105, Utah Code Annotated 1953
93 48-1b-106, Utah Code Annotated 1953
94 48-1b-107, Utah Code Annotated 1953
95 48-1b-201, Utah Code Annotated 1953
96 48-1b-202, Utah Code Annotated 1953
97 48-1b-203, Utah Code Annotated 1953
98 48-1b-204, Utah Code Annotated 1953
99 48-1b-301, Utah Code Annotated 1953
100 48-1b-302, Utah Code Annotated 1953
101 48-1b-303, Utah Code Annotated 1953
102 48-1b-304, Utah Code Annotated 1953
103 48-1b-305, Utah Code Annotated 1953
104 48-1b-306, Utah Code Annotated 1953
105 48-1b-307, Utah Code Annotated 1953
106 48-1b-308, Utah Code Annotated 1953
107 48-1b-401, Utah Code Annotated 1953
108 48-1b-402, Utah Code Annotated 1953
109 48-1b-403, Utah Code Annotated 1953
110 48-1b-404, Utah Code Annotated 1953
111 48-1b-405, Utah Code Annotated 1953
112 48-1b-406, Utah Code Annotated 1953
113 48-1b-501, Utah Code Annotated 1953
114 48-1b-502, Utah Code Annotated 1953
115 48-1b-503, Utah Code Annotated 1953
116 48-1b-504, Utah Code Annotated 1953
117 48-1b-601, Utah Code Annotated 1953
118 48-1b-602, Utah Code Annotated 1953
119 48-1b-603, Utah Code Annotated 1953
120 48-1b-701, Utah Code Annotated 1953
121 48-1b-702, Utah Code Annotated 1953
122 48-1b-703, Utah Code Annotated 1953
123 48-1b-704, Utah Code Annotated 1953
124 48-1b-705, Utah Code Annotated 1953
125 48-1b-801, Utah Code Annotated 1953
126 48-1b-802, Utah Code Annotated 1953
127 48-1b-803, Utah Code Annotated 1953
128 48-1b-804, Utah Code Annotated 1953
129 48-1b-805, Utah Code Annotated 1953
130 48-1b-806, Utah Code Annotated 1953
131 48-1b-807, Utah Code Annotated 1953
132 48-1b-901, Utah Code Annotated 1953
133 48-1b-902, Utah Code Annotated 1953
134 48-1b-903, Utah Code Annotated 1953
135 48-1b-904, Utah Code Annotated 1953
136 48-1b-905, Utah Code Annotated 1953
137 48-1b-906, Utah Code Annotated 1953
138 48-1b-907, Utah Code Annotated 1953
139 48-1b-908, Utah Code Annotated 1953
140 48-1b-909, Utah Code Annotated 1953
141 48-1b-910, Utah Code Annotated 1953
142 48-1b-911, Utah Code Annotated 1953
143 48-1b-912, Utah Code Annotated 1953
144 48-1b-913, Utah Code Annotated 1953
145 48-1b-914, Utah Code Annotated 1953
146 48-1b-915, Utah Code Annotated 1953
147 48-1b-1001, Utah Code Annotated 1953
148 48-1b-1002, Utah Code Annotated 1953
149 48-1b-1003, Utah Code Annotated 1953
150 48-1b-1004, Utah Code Annotated 1953
151 48-1b-1101, Utah Code Annotated 1953
152 48-1b-1102, Utah Code Annotated 1953
153 48-1b-1102.1, Utah Code Annotated 1953
154 48-1b-1103, Utah Code Annotated 1953
155 48-1b-1104, Utah Code Annotated 1953
156 48-1b-1105, Utah Code Annotated 1953
157 48-1b-1201, Utah Code Annotated 1953
158 48-1b-1202, Utah Code Annotated 1953
159 48-1b-1203, Utah Code Annotated 1953
160 48-1b-1204, Utah Code Annotated 1953
161 48-1b-1205, Utah Code Annotated 1953
162 48-2d-101, Utah Code Annotated 1953
163 48-2d-102, Utah Code Annotated 1953
164 48-2d-103, Utah Code Annotated 1953
165 48-2d-104, Utah Code Annotated 1953
166 48-2d-105, Utah Code Annotated 1953
167 48-2d-106, Utah Code Annotated 1953
168 48-2d-107, Utah Code Annotated 1953
169 48-2d-108, Utah Code Annotated 1953
170 48-2d-109, Utah Code Annotated 1953
171 48-2d-110, Utah Code Annotated 1953
172 48-2d-111, Utah Code Annotated 1953
173 48-2d-112, Utah Code Annotated 1953
174 48-2d-113, Utah Code Annotated 1953
175 48-2d-114, Utah Code Annotated 1953
176 48-2d-201, Utah Code Annotated 1953
177 48-2d-202, Utah Code Annotated 1953
178 48-2d-203, Utah Code Annotated 1953
179 48-2d-204, Utah Code Annotated 1953
180 48-2d-205, Utah Code Annotated 1953
181 48-2d-206, Utah Code Annotated 1953
182 48-2d-207, Utah Code Annotated 1953
183 48-2d-208, Utah Code Annotated 1953
184 48-2d-209, Utah Code Annotated 1953
185 48-2d-210, Utah Code Annotated 1953
186 48-2d-301, Utah Code Annotated 1953
187 48-2d-302, Utah Code Annotated 1953
188 48-2d-303, Utah Code Annotated 1953
189 48-2d-304, Utah Code Annotated 1953
190 48-2d-305, Utah Code Annotated 1953
191 48-2d-306, Utah Code Annotated 1953
192 48-2d-401, Utah Code Annotated 1953
193 48-2d-402, Utah Code Annotated 1953
194 48-2d-403, Utah Code Annotated 1953
195 48-2d-404, Utah Code Annotated 1953
196 48-2d-405, Utah Code Annotated 1953
197 48-2d-406, Utah Code Annotated 1953
198 48-2d-407, Utah Code Annotated 1953
199 48-2d-408, Utah Code Annotated 1953
200 48-2d-501, Utah Code Annotated 1953
201 48-2d-502, Utah Code Annotated 1953
202 48-2d-503, Utah Code Annotated 1953
203 48-2d-504, Utah Code Annotated 1953
204 48-2d-505, Utah Code Annotated 1953
205 48-2d-506, Utah Code Annotated 1953
206 48-2d-507, Utah Code Annotated 1953
207 48-2d-508, Utah Code Annotated 1953
208 48-2d-509, Utah Code Annotated 1953
209 48-2d-601, Utah Code Annotated 1953
210 48-2d-602, Utah Code Annotated 1953
211 48-2d-603, Utah Code Annotated 1953
212 48-2d-604, Utah Code Annotated 1953
213 48-2d-605, Utah Code Annotated 1953
214 48-2d-606, Utah Code Annotated 1953
215 48-2d-607, Utah Code Annotated 1953
216 48-2d-701, Utah Code Annotated 1953
217 48-2d-702, Utah Code Annotated 1953
218 48-2d-703, Utah Code Annotated 1953
219 48-2d-704, Utah Code Annotated 1953
220 48-2d-801, Utah Code Annotated 1953
221 48-2d-802, Utah Code Annotated 1953
222 48-2d-803, Utah Code Annotated 1953
223 48-2d-804, Utah Code Annotated 1953
224 48-2d-805, Utah Code Annotated 1953
225 48-2d-806, Utah Code Annotated 1953
226 48-2d-807, Utah Code Annotated 1953
227 48-2d-808, Utah Code Annotated 1953
228 48-2d-809, Utah Code Annotated 1953
229 48-2d-810, Utah Code Annotated 1953
230 48-2d-811, Utah Code Annotated 1953
231 48-2d-812, Utah Code Annotated 1953
232 48-2d-901, Utah Code Annotated 1953
233 48-2d-902, Utah Code Annotated 1953
234 48-2d-903, Utah Code Annotated 1953
235 48-2d-904, Utah Code Annotated 1953
236 48-2d-905, Utah Code Annotated 1953
237 48-2d-906, Utah Code Annotated 1953
238 48-2d-907, Utah Code Annotated 1953
239 48-2d-908, Utah Code Annotated 1953
240 48-2d-1001, Utah Code Annotated 1953
241 48-2d-1002, Utah Code Annotated 1953
242 48-2d-1003, Utah Code Annotated 1953
243 48-2d-1004, Utah Code Annotated 1953
244 48-2d-1005, Utah Code Annotated 1953
245 48-2d-1101, Utah Code Annotated 1953
246 48-2d-1102, Utah Code Annotated 1953
247 48-2d-1103, Utah Code Annotated 1953
248 48-2d-1104, Utah Code Annotated 1953
249 48-2d-1105, Utah Code Annotated 1953
250 48-2d-1106, Utah Code Annotated 1953
251 48-2d-1107, Utah Code Annotated 1953
252 48-2d-1108, Utah Code Annotated 1953
253 48-2d-1109, Utah Code Annotated 1953
254 48-2d-1110, Utah Code Annotated 1953
255 48-2d-1111, Utah Code Annotated 1953
256 48-2d-1112, Utah Code Annotated 1953
257 48-2d-1113, Utah Code Annotated 1953
258 48-2d-1114, Utah Code Annotated 1953
259 48-2d-1115, Utah Code Annotated 1953
260 48-2d-1116, Utah Code Annotated 1953
261 48-2d-1117, Utah Code Annotated 1953
262 48-2d-1201, Utah Code Annotated 1953
263 48-2d-1202, Utah Code Annotated 1953
264 48-2d-1203, Utah Code Annotated 1953
265 48-2d-1204, Utah Code Annotated 1953
266 48-2d-1205, Utah Code Annotated 1953
267 48-3-101, Utah Code Annotated 1953
268 48-3-102, Utah Code Annotated 1953
269 48-3-103, Utah Code Annotated 1953
270 48-3-104, Utah Code Annotated 1953
271 48-3-105, Utah Code Annotated 1953
272 48-3-106, Utah Code Annotated 1953
273 48-3-107, Utah Code Annotated 1953
274 48-3-108, Utah Code Annotated 1953
275 48-3-109, Utah Code Annotated 1953
276 48-3-110, Utah Code Annotated 1953
277 48-3-111, Utah Code Annotated 1953
278 48-3-112, Utah Code Annotated 1953
279 48-3-201, Utah Code Annotated 1953
280 48-3-202, Utah Code Annotated 1953
281 48-3-203, Utah Code Annotated 1953
282 48-3-204, Utah Code Annotated 1953
283 48-3-205, Utah Code Annotated 1953
284 48-3-206, Utah Code Annotated 1953
285 48-3-207, Utah Code Annotated 1953
286 48-3-208, Utah Code Annotated 1953
287 48-3-209, Utah Code Annotated 1953
288 48-3-301, Utah Code Annotated 1953
289 48-3-302, Utah Code Annotated 1953
290 48-3-303, Utah Code Annotated 1953
291 48-3-304, Utah Code Annotated 1953
292 48-3-401, Utah Code Annotated 1953
293 48-3-402, Utah Code Annotated 1953
294 48-3-403, Utah Code Annotated 1953
295 48-3-404, Utah Code Annotated 1953
296 48-3-405, Utah Code Annotated 1953
297 48-3-406, Utah Code Annotated 1953
298 48-3-407, Utah Code Annotated 1953
299 48-3-408, Utah Code Annotated 1953
300 48-3-409, Utah Code Annotated 1953
301 48-3-410, Utah Code Annotated 1953
302 48-3-501, Utah Code Annotated 1953
303 48-3-502, Utah Code Annotated 1953
304 48-3-503, Utah Code Annotated 1953
305 48-3-504, Utah Code Annotated 1953
306 48-3-601, Utah Code Annotated 1953
307 48-3-602, Utah Code Annotated 1953
308 48-3-603, Utah Code Annotated 1953
309 48-3-701, Utah Code Annotated 1953
310 48-3-702, Utah Code Annotated 1953
311 48-3-703, Utah Code Annotated 1953
312 48-3-704, Utah Code Annotated 1953
313 48-3-705, Utah Code Annotated 1953
314 48-3-706, Utah Code Annotated 1953
315 48-3-707, Utah Code Annotated 1953
316 48-3-708, Utah Code Annotated 1953
317 48-3-709, Utah Code Annotated 1953
318 48-3-801, Utah Code Annotated 1953
319 48-3-802, Utah Code Annotated 1953
320 48-3-803, Utah Code Annotated 1953
321 48-3-804, Utah Code Annotated 1953
322 48-3-805, Utah Code Annotated 1953
323 48-3-806, Utah Code Annotated 1953
324 48-3-807, Utah Code Annotated 1953
325 48-3-808, Utah Code Annotated 1953
326 48-3-809, Utah Code Annotated 1953
327 48-3-901, Utah Code Annotated 1953
328 48-3-902, Utah Code Annotated 1953
329 48-3-903, Utah Code Annotated 1953
330 48-3-904, Utah Code Annotated 1953
331 48-3-905, Utah Code Annotated 1953
332 48-3-906, Utah Code Annotated 1953
333 48-3-1001, Utah Code Annotated 1953
334 48-3-1002, Utah Code Annotated 1953
335 48-3-1003, Utah Code Annotated 1953
336 48-3-1004, Utah Code Annotated 1953
337 48-3-1005, Utah Code Annotated 1953
338 48-3-1006, Utah Code Annotated 1953
339 48-3-1007, Utah Code Annotated 1953
340 48-3-1008, Utah Code Annotated 1953
341 48-3-1009, Utah Code Annotated 1953
342 48-3-1010, Utah Code Annotated 1953
343 48-3-1011, Utah Code Annotated 1953
344 48-3-1012, Utah Code Annotated 1953
345 48-3-1013, Utah Code Annotated 1953
346 48-3-1014, Utah Code Annotated 1953
347 48-3-1015, Utah Code Annotated 1953
348 48-3-1101, Utah Code Annotated 1953
349 48-3-1102, Utah Code Annotated 1953
350 48-3-1103, Utah Code Annotated 1953
351 48-3-1104, Utah Code Annotated 1953
352 48-3-1105, Utah Code Annotated 1953
353 48-3-1106, Utah Code Annotated 1953
354 48-3-1107, Utah Code Annotated 1953
355 48-3-1108, Utah Code Annotated 1953
356 48-3-1109, Utah Code Annotated 1953
357 48-3-1110, Utah Code Annotated 1953
358 48-3-1111, Utah Code Annotated 1953
359 48-3-1112, Utah Code Annotated 1953
360 48-3-1201, Utah Code Annotated 1953
361 48-3-1202, Utah Code Annotated 1953
362 48-3-1203, Utah Code Annotated 1953
363 48-3-1204, Utah Code Annotated 1953
364 48-3-1205, Utah Code Annotated 1953
365 48-3-1206, Utah Code Annotated 1953
366 48-3-1207, Utah Code Annotated 1953
367 48-3-1208, Utah Code Annotated 1953
368 48-3-1209, Utah Code Annotated 1953
369 48-3-1210, Utah Code Annotated 1953
370 48-3-1301, Utah Code Annotated 1953
371 48-3-1302, Utah Code Annotated 1953
372 48-3-1303, Utah Code Annotated 1953
373 48-3-1304, Utah Code Annotated 1953
374 48-3-1401, Utah Code Annotated 1953
375 48-3-1402, Utah Code Annotated 1953
376 48-3-1403, Utah Code Annotated 1953
377 48-3-1404, Utah Code Annotated 1953
378 48-3-1405, Utah Code Annotated 1953
379 REPEALS:
380 48-1-1, as last amended by Laws of Utah 2008, Chapter 249
381 48-1-2, Utah Code Annotated 1953
382 48-1-3, as last amended by Laws of Utah 1994, Chapter 61
383 48-1-3.1, as enacted by Laws of Utah 1985, Chapter 14
384 48-1-4, Utah Code Annotated 1953
385 48-1-5, Utah Code Annotated 1953
386 48-1-6, Utah Code Annotated 1953
387 48-1-7, Utah Code Annotated 1953
388 48-1-8, Utah Code Annotated 1953
389 48-1-9, Utah Code Annotated 1953
390 48-1-10, Utah Code Annotated 1953
391 48-1-11, Utah Code Annotated 1953
392 48-1-12, as last amended by Laws of Utah 1994, Chapter 61
393 48-1-13, Utah Code Annotated 1953
394 48-1-14, Utah Code Annotated 1953
395 48-1-15, as last amended by Laws of Utah 1994, Chapter 61
396 48-1-16, Utah Code Annotated 1953
397 48-1-17, Utah Code Annotated 1953
398 48-1-18, Utah Code Annotated 1953
399 48-1-19, Utah Code Annotated 1953
400 48-1-20, Utah Code Annotated 1953
401 48-1-21, Utah Code Annotated 1953
402 48-1-22, Utah Code Annotated 1953
403 48-1-23, Utah Code Annotated 1953
404 48-1-24, Utah Code Annotated 1953
405 48-1-25, Utah Code Annotated 1953
406 48-1-26, Utah Code Annotated 1953
407 48-1-27, Utah Code Annotated 1953
408 48-1-28, Utah Code Annotated 1953
409 48-1-29, Utah Code Annotated 1953
410 48-1-30, Utah Code Annotated 1953
411 48-1-31, as last amended by Laws of Utah 1994, Chapter 61
412 48-1-32, Utah Code Annotated 1953
413 48-1-33, as last amended by Laws of Utah 1994, Chapter 61
414 48-1-34, Utah Code Annotated 1953
415 48-1-35, Utah Code Annotated 1953
416 48-1-36, Utah Code Annotated 1953
417 48-1-37, as last amended by Laws of Utah 1994, Chapter 61
418 48-1-38, Utah Code Annotated 1953
419 48-1-39, Utah Code Annotated 1953
420 48-1-40, Utah Code Annotated 1953
421 48-1-41, as enacted by Laws of Utah 1994, Chapter 61
422 48-1-42, as last amended by Laws of Utah 2009, Chapter 183
423 48-1-43, as enacted by Laws of Utah 1994, Chapter 61
424 48-1-44, as last amended by Laws of Utah 2008, Chapter 249
425 48-1-45, as enacted by Laws of Utah 1994, Chapter 61
426 48-1-46, as enacted by Laws of Utah 1994, Chapter 61
427 48-1-47, as enacted by Laws of Utah 1994, Chapter 61
428 48-1-48, as last amended by Laws of Utah 2000, Chapter 261
429 48-2a-101, as last amended by Laws of Utah 2008, Chapter 249
430 48-2a-102, as last amended by Laws of Utah 2010, Chapter 218
431 48-2a-103, as last amended by Laws of Utah 1991, Chapter 189
432 48-2a-103.5, as enacted by Laws of Utah 1991, Chapter 189
433 48-2a-105, as last amended by Laws of Utah 1991, Chapter 189
434 48-2a-106, as enacted by Laws of Utah 1990, Chapter 233
435 48-2a-107, as enacted by Laws of Utah 1990, Chapter 233
436 48-2a-108, as enacted by Laws of Utah 2001, Chapter 260
437 48-2a-109, as enacted by Laws of Utah 2001, Chapter 260
438 48-2a-110, as enacted by Laws of Utah 2001, Chapter 260
439 48-2a-111, as enacted by Laws of Utah 2001, Chapter 260
440 48-2a-112, as enacted by Laws of Utah 2001, Chapter 260
441 48-2a-113, as enacted by Laws of Utah 2001, Chapter 260
442 48-2a-201, as last amended by Laws of Utah 2008, Chapter 364
443 48-2a-202, as last amended by Laws of Utah 2002, Chapter 193
444 48-2a-202.5, as last amended by Laws of Utah 2008, Chapter 364
445 48-2a-203, as last amended by Laws of Utah 1991, Chapter 189
446 48-2a-203.5, as last amended by Laws of Utah 2008, Chapter 382
447 48-2a-204, as enacted by Laws of Utah 1990, Chapter 233
448 48-2a-205, as enacted by Laws of Utah 1990, Chapter 233
449 48-2a-206, as last amended by Laws of Utah 2009, Chapter 183
450 48-2a-207, as last amended by Laws of Utah 1992, Chapter 30
451 48-2a-208, as last amended by Laws of Utah 1991, Chapter 189
452 48-2a-209, as enacted by Laws of Utah 1990, Chapter 233
453 48-2a-210, as last amended by Laws of Utah 2008, Chapter 364
454 48-2a-301, as last amended by Laws of Utah 1991, Chapter 189
455 48-2a-302, as enacted by Laws of Utah 1990, Chapter 233
456 48-2a-303, as last amended by Laws of Utah 1991, Chapter 189
457 48-2a-304, as last amended by Laws of Utah 1991, Chapter 189
458 48-2a-305, as enacted by Laws of Utah 1990, Chapter 233
459 48-2a-401, as enacted by Laws of Utah 1990, Chapter 233
460 48-2a-402, as last amended by Laws of Utah 2010, Chapter 324
461 48-2a-403, as enacted by Laws of Utah 1990, Chapter 233
462 48-2a-404, as last amended by Laws of Utah 1991, Chapter 189
463 48-2a-405, as enacted by Laws of Utah 1990, Chapter 233
464 48-2a-501, as enacted by Laws of Utah 1990, Chapter 233
465 48-2a-502, as enacted by Laws of Utah 1990, Chapter 233
466 48-2a-503, as enacted by Laws of Utah 1990, Chapter 233
467 48-2a-504, as last amended by Laws of Utah 1991, Chapter 189
468 48-2a-601, as last amended by Laws of Utah 1991, Chapter 189
469 48-2a-602, as enacted by Laws of Utah 1990, Chapter 233
470 48-2a-603, as enacted by Laws of Utah 1990, Chapter 233
471 48-2a-604, as last amended by Laws of Utah 1991, Chapter 189
472 48-2a-605, as enacted by Laws of Utah 1990, Chapter 233
473 48-2a-606, as enacted by Laws of Utah 1990, Chapter 233
474 48-2a-607, as enacted by Laws of Utah 1990, Chapter 233
475 48-2a-608, as last amended by Laws of Utah 1991, Chapter 189
476 48-2a-701, as enacted by Laws of Utah 1990, Chapter 233
477 48-2a-702, as last amended by Laws of Utah 1991, Chapter 189
478 48-2a-703, as last amended by Laws of Utah 1991, Chapter 189
479 48-2a-704, as last amended by Laws of Utah 1991, Chapter 189
480 48-2a-705, as last amended by Laws of Utah 1991, Chapter 189
481 48-2a-801, as last amended by Laws of Utah 1991, Chapter 189
482 48-2a-802, as enacted by Laws of Utah 1990, Chapter 233
483 48-2a-803, as enacted by Laws of Utah 1990, Chapter 233
484 48-2a-804, as last amended by Laws of Utah 1991, Chapter 189
485 48-2a-901, as enacted by Laws of Utah 1990, Chapter 233
486 48-2a-902, as last amended by Laws of Utah 2008, Chapters 249 and 364
487 48-2a-903, as enacted by Laws of Utah 1990, Chapter 233
488 48-2a-904, as enacted by Laws of Utah 1990, Chapter 233
489 48-2a-905, as last amended by Laws of Utah 1991, Chapter 189
490 48-2a-906, as last amended by Laws of Utah 1991, Chapter 189
491 48-2a-907, as last amended by Laws of Utah 1991, Chapter 189
492 48-2a-908, as enacted by Laws of Utah 1990, Chapter 233
493 48-2a-1001, as enacted by Laws of Utah 1990, Chapter 233
494 48-2a-1002, as last amended by Laws of Utah 1991, Chapter 189
495 48-2a-1003, as enacted by Laws of Utah 1990, Chapter 233
496 48-2a-1004, as enacted by Laws of Utah 1990, Chapter 233
497 48-2a-1005, as last amended by Laws of Utah 1991, Chapter 189
498 48-2a-1006, as enacted by Laws of Utah 1990, Chapter 233
499 48-2a-1101, as enacted by Laws of Utah 1990, Chapter 233
500 48-2a-1102, as enacted by Laws of Utah 1990, Chapter 233
501 48-2a-1103, as enacted by Laws of Utah 1990, Chapter 233
502 48-2a-1104, as last amended by Laws of Utah 1991, Chapters 5 and 189
503 48-2a-1105, as enacted by Laws of Utah 1990, Chapter 233
504 48-2a-1106, as enacted by Laws of Utah 1990, Chapter 233
505 48-2a-1107, as last amended by Laws of Utah 2009, Chapter 183
506 48-2c-101, as enacted by Laws of Utah 2001, Chapter 260
507 48-2c-102, as last amended by Laws of Utah 2009, Chapter 141
508 48-2c-103, as enacted by Laws of Utah 2001, Chapter 260
509 48-2c-104, as enacted by Laws of Utah 2001, Chapter 260
510 48-2c-105, as enacted by Laws of Utah 2001, Chapter 260
511 48-2c-106, as last amended by Laws of Utah 2010, Chapter 218
512 48-2c-107, as enacted by Laws of Utah 2001, Chapter 260
513 48-2c-108, as last amended by Laws of Utah 2002, Chapter 193
514 48-2c-109, as enacted by Laws of Utah 2001, Chapter 260
515 48-2c-110, as last amended by Laws of Utah 2005, Chapter 141
516 48-2c-113, as last amended by Laws of Utah 2010, Chapter 43
517 48-2c-114, as enacted by Laws of Utah 2001, Chapter 260
518 48-2c-115, as last amended by Laws of Utah 2008, Chapter 364
519 48-2c-116, as enacted by Laws of Utah 2001, Chapter 260
520 48-2c-118, as enacted by Laws of Utah 2001, Chapter 260
521 48-2c-119, as enacted by Laws of Utah 2001, Chapter 260
522 48-2c-120, as last amended by Laws of Utah 2006, Chapter 92
523 48-2c-121, as last amended by Laws of Utah 2005, Chapter 141
524 48-2c-122, as enacted by Laws of Utah 2001, Chapter 260
525 48-2c-201, as enacted by Laws of Utah 2001, Chapter 260
526 48-2c-202, as enacted by Laws of Utah 2001, Chapter 260
527 48-2c-203, as last amended by Laws of Utah 2009, Chapter 141
528 48-2c-204, as last amended by Laws of Utah 2008, Chapter 364
529 48-2c-205, as enacted by Laws of Utah 2001, Chapter 260
530 48-2c-206, as enacted by Laws of Utah 2001, Chapter 260
531 48-2c-207, as enacted by Laws of Utah 2001, Chapter 260
532 48-2c-208, as enacted by Laws of Utah 2001, Chapter 260
533 48-2c-209, as enacted by Laws of Utah 2001, Chapter 260
534 48-2c-210, as enacted by Laws of Utah 2001, Chapter 260
535 48-2c-211, as last amended by Laws of Utah 2008, Chapter 364
536 48-2c-212, as enacted by Laws of Utah 2001, Chapter 260
537 48-2c-213, as enacted by Laws of Utah 2001, Chapter 260
538 48-2c-214, as last amended by Laws of Utah 2009, Chapter 141
539 48-2c-305, as enacted by Laws of Utah 2001, Chapter 260
540 48-2c-309, as last amended by Laws of Utah 2008, Chapter 364
541 48-2c-311, as enacted by Laws of Utah 2001, Chapter 260
542 48-2c-401, as last amended by Laws of Utah 2005, Chapter 141
543 48-2c-402, as enacted by Laws of Utah 2001, Chapter 260
544 48-2c-403, as last amended by Laws of Utah 2009, Chapter 141
545 48-2c-404, as enacted by Laws of Utah 2001, Chapter 260
546 48-2c-405, as last amended by Laws of Utah 2009, Chapter 141
547 48-2c-406, as last amended by Laws of Utah 2008, Chapter 364
548 48-2c-407, as enacted by Laws of Utah 2001, Chapter 260
549 48-2c-408, as last amended by Laws of Utah 2005, Chapter 141
550 48-2c-409, as enacted by Laws of Utah 2001, Chapter 260
551 48-2c-410, as last amended by Laws of Utah 2010, Chapter 43
552 48-2c-411, as last amended by Laws of Utah 2008, Chapter 364
553 48-2c-412, as enacted by Laws of Utah 2009, Chapter 141
554 48-2c-501, as last amended by Laws of Utah 2005, Chapter 141
555 48-2c-502, as enacted by Laws of Utah 2001, Chapter 260
556 48-2c-503, as enacted by Laws of Utah 2001, Chapter 260
557 48-2c-504, as enacted by Laws of Utah 2001, Chapter 260
558 48-2c-505, as enacted by Laws of Utah 2001, Chapter 260
559 48-2c-506, as enacted by Laws of Utah 2001, Chapter 260
560 48-2c-601, as enacted by Laws of Utah 2001, Chapter 260
561 48-2c-602, as last amended by Laws of Utah 2002, Chapter 193
562 48-2c-603, as enacted by Laws of Utah 2001, Chapter 260
563 48-2c-604, as enacted by Laws of Utah 2001, Chapter 260
564 48-2c-605, as enacted by Laws of Utah 2001, Chapter 260
565 48-2c-606, as last amended by Laws of Utah 2010, Chapter 43
566 48-2c-607, as last amended by Laws of Utah 2010, Chapter 43
567 48-2c-608, as enacted by Laws of Utah 2006, Chapter 92
568 48-2c-609, as enacted by Laws of Utah 2006, Chapter 92
569 48-2c-610, as enacted by Laws of Utah 2006, Chapter 92
570 48-2c-611, as enacted by Laws of Utah 2006, Chapter 92
571 48-2c-612, as enacted by Laws of Utah 2006, Chapter 92
572 48-2c-613, as enacted by Laws of Utah 2006, Chapter 92
573 48-2c-614, as enacted by Laws of Utah 2006, Chapter 92
574 48-2c-615, as enacted by Laws of Utah 2006, Chapter 92
575 48-2c-616, as enacted by Laws of Utah 2006, Chapter 92
576 48-2c-701, as enacted by Laws of Utah 2001, Chapter 260
577 48-2c-702, as last amended by Laws of Utah 2005, Chapter 141
578 48-2c-703, as enacted by Laws of Utah 2001, Chapter 260
579 48-2c-704, as last amended by Laws of Utah 2008, Chapter 364
580 48-2c-705, as enacted by Laws of Utah 2001, Chapter 260
581 48-2c-706, as enacted by Laws of Utah 2001, Chapter 260
582 48-2c-707, as last amended by Laws of Utah 2002, Chapter 193
583 48-2c-708, as enacted by Laws of Utah 2001, Chapter 260
584 48-2c-709, as enacted by Laws of Utah 2001, Chapter 260
585 48-2c-710, as enacted by Laws of Utah 2001, Chapter 260
586 48-2c-801, as last amended by Laws of Utah 2002, Chapter 193
587 48-2c-802, as enacted by Laws of Utah 2001, Chapter 260
588 48-2c-803, as last amended by Laws of Utah 2005, Chapter 141
589 48-2c-803.1, as enacted by Laws of Utah 2005, Chapter 141
590 48-2c-804, as last amended by Laws of Utah 2005, Chapter 141
591 48-2c-805, as enacted by Laws of Utah 2001, Chapter 260
592 48-2c-806, as enacted by Laws of Utah 2001, Chapter 260
593 48-2c-807, as last amended by Laws of Utah 2005, Chapter 141
594 48-2c-808, as enacted by Laws of Utah 2001, Chapter 260
595 48-2c-809, as last amended by Laws of Utah 2008, Chapter 364
596 48-2c-901, as enacted by Laws of Utah 2001, Chapter 260
597 48-2c-902, as enacted by Laws of Utah 2001, Chapter 260
598 48-2c-903, as last amended by Laws of Utah 2005, Chapter 141
599 48-2c-904, as enacted by Laws of Utah 2001, Chapter 260
600 48-2c-905, as enacted by Laws of Utah 2001, Chapter 260
601 48-2c-906, as enacted by Laws of Utah 2001, Chapter 260
602 48-2c-1001, as enacted by Laws of Utah 2001, Chapter 260
603 48-2c-1002, as enacted by Laws of Utah 2001, Chapter 260
604 48-2c-1003, as enacted by Laws of Utah 2001, Chapter 260
605 48-2c-1004, as enacted by Laws of Utah 2001, Chapter 260
606 48-2c-1005, as enacted by Laws of Utah 2001, Chapter 260
607 48-2c-1006, as enacted by Laws of Utah 2001, Chapter 260
608 48-2c-1007, as enacted by Laws of Utah 2001, Chapter 260
609 48-2c-1008, as enacted by Laws of Utah 2001, Chapter 260
610 48-2c-1101, as enacted by Laws of Utah 2001, Chapter 260
611 48-2c-1102, as enacted by Laws of Utah 2001, Chapter 260
612 48-2c-1103, as last amended by Laws of Utah 2005, Chapter 141
613 48-2c-1104, as enacted by Laws of Utah 2001, Chapter 260
614 48-2c-1105, as enacted by Laws of Utah 2001, Chapter 260
615 48-2c-1106, as enacted by Laws of Utah 2001, Chapter 260
616 48-2c-1201, as last amended by Laws of Utah 2005, Chapter 141
617 48-2c-1202, as enacted by Laws of Utah 2001, Chapter 260
618 48-2c-1203, as enacted by Laws of Utah 2001, Chapter 260
619 48-2c-1204, as last amended by Laws of Utah 2008, Chapter 364
620 48-2c-1205, as enacted by Laws of Utah 2001, Chapter 260
621 48-2c-1206, as last amended by Laws of Utah 2008, Chapter 364
622 48-2c-1207, as last amended by Laws of Utah 2009, Chapter 141
623 48-2c-1208, as last amended by Laws of Utah 2009, Chapter 141
624 48-2c-1209, as last amended by Laws of Utah 2009, Chapter 141
625 48-2c-1210, as enacted by Laws of Utah 2001, Chapter 260
626 48-2c-1211, as last amended by Laws of Utah 2008, Chapter 364
627 48-2c-1212, as enacted by Laws of Utah 2001, Chapter 260
628 48-2c-1213, as enacted by Laws of Utah 2001, Chapter 260
629 48-2c-1214, as enacted by Laws of Utah 2001, Chapter 260
630 48-2c-1301, as enacted by Laws of Utah 2001, Chapter 260
631 48-2c-1302, as enacted by Laws of Utah 2001, Chapter 260
632 48-2c-1303, as enacted by Laws of Utah 2001, Chapter 260
633 48-2c-1304, as enacted by Laws of Utah 2001, Chapter 260
634 48-2c-1305, as enacted by Laws of Utah 2001, Chapter 260
635 48-2c-1306, as last amended by Laws of Utah 2009, Chapter 141
636 48-2c-1307, as enacted by Laws of Utah 2001, Chapter 260
637 48-2c-1308, as enacted by Laws of Utah 2001, Chapter 260
638 48-2c-1309, as enacted by Laws of Utah 2001, Chapter 260
639 48-2c-1401, as last amended by Laws of Utah 2009, Chapter 141
640 48-2c-1402, as enacted by Laws of Utah 2001, Chapter 260
641 48-2c-1403, as enacted by Laws of Utah 2001, Chapter 260
642 48-2c-1404, as last amended by Laws of Utah 2005, Chapter 141
643 48-2c-1405, as enacted by Laws of Utah 2001, Chapter 260
644 48-2c-1406, as last amended by Laws of Utah 2005, Chapter 141
645 48-2c-1407, as enacted by Laws of Utah 2001, Chapter 260
646 48-2c-1408, as enacted by Laws of Utah 2001, Chapter 260
647 48-2c-1409, as enacted by Laws of Utah 2001, Chapter 260
648 48-2c-1410, as enacted by Laws of Utah 2001, Chapter 260
649 48-2c-1411, as enacted by Laws of Utah 2009, Chapter 141
650 48-2c-1501, as enacted by Laws of Utah 2001, Chapter 260
651 48-2c-1502, as last amended by Laws of Utah 2010, Chapter 379
652 48-2c-1503, as enacted by Laws of Utah 2001, Chapter 260
653 48-2c-1504, as enacted by Laws of Utah 2001, Chapter 260
654 48-2c-1505, as enacted by Laws of Utah 2001, Chapter 260
655 48-2c-1506, as enacted by Laws of Utah 2001, Chapter 260
656 48-2c-1507, as enacted by Laws of Utah 2001, Chapter 260
657 48-2c-1508, as enacted by Laws of Utah 2001, Chapter 260
658 48-2c-1509, as enacted by Laws of Utah 2001, Chapter 260
659 48-2c-1510, as enacted by Laws of Utah 2001, Chapter 260
660 48-2c-1511, as last amended by Laws of Utah 2008, Chapter 364
661 48-2c-1512, as enacted by Laws of Utah 2001, Chapter 260
662 48-2c-1513, as enacted by Laws of Utah 2001, Chapter 260
663 48-2c-1601, as enacted by Laws of Utah 2001, Chapter 260
664 48-2c-1602, as enacted by Laws of Utah 2001, Chapter 260
665 48-2c-1603, as last amended by Laws of Utah 2008, Chapter 364
666 48-2c-1604, as last amended by Laws of Utah 2008, Chapters 249 and 364
667 48-2c-1605, as enacted by Laws of Utah 2001, Chapter 260
668 48-2c-1606, as enacted by Laws of Utah 2001, Chapter 260
669 48-2c-1607, as enacted by Laws of Utah 2001, Chapter 260
670 48-2c-1608, as enacted by Laws of Utah 2001, Chapter 260
671 48-2c-1609, as enacted by Laws of Utah 2001, Chapter 260
672 48-2c-1610, as enacted by Laws of Utah 2001, Chapter 260
673 48-2c-1611, as last amended by Laws of Utah 2008, Chapter 364
674 48-2c-1612, as last amended by Laws of Utah 2008, Chapter 364
675 48-2c-1613, as last amended by Laws of Utah 2009, Chapter 141
676 48-2c-1614, as last amended by Laws of Utah 2008, Chapter 364
677 48-2c-1615, as enacted by Laws of Utah 2001, Chapter 260
678 48-2c-1701, as enacted by Laws of Utah 2001, Chapter 260
679 48-2c-1702, as enacted by Laws of Utah 2001, Chapter 260
680 48-2c-1703, as enacted by Laws of Utah 2001, Chapter 260
681 48-2c-1704, as enacted by Laws of Utah 2001, Chapter 260
682 48-2c-1705, as enacted by Laws of Utah 2001, Chapter 260
683 48-2c-1706, as enacted by Laws of Utah 2001, Chapter 260
684 48-2c-1801, as enacted by Laws of Utah 2001, Chapter 260
685 48-2c-1802, as enacted by Laws of Utah 2001, Chapter 260
686 48-2c-1803, as enacted by Laws of Utah 2001, Chapter 260
687 48-2c-1804, as enacted by Laws of Utah 2001, Chapter 260
688 48-2c-1805, as enacted by Laws of Utah 2001, Chapter 260
689 48-2c-1806, as enacted by Laws of Utah 2001, Chapter 260
690 48-2c-1807, as enacted by Laws of Utah 2001, Chapter 260
691 48-2c-1808, as enacted by Laws of Utah 2001, Chapter 260
692 48-2c-1809, as enacted by Laws of Utah 2001, Chapter 260
693 48-2c-1901, as enacted by Laws of Utah 2001, Chapter 260
694 48-2c-1902, as enacted by Laws of Utah 2001, Chapter 260
695
696 Be it enacted by the Legislature of the state of Utah:
697 Section 1. Section 7-1-810 is amended to read:
698 7-1-810. Limited liability companies.
699 (1) Notwithstanding any other provision of this title and subject to Subsection (8), if
700 the conditions of this section are met, the following may be organized as or convert to a limited
701 liability company under Title 48, Chapter [
702 Company Act:
703 (a) an industrial bank chartered under Chapter 8, Industrial Banks;
704 (b) an industrial loan company as defined in Section 7-8-21 ; or
705 (c) any of the following if the institution is an S Corporation, as defined in Section
706 1361, Internal Revenue Code, immediately before becoming a limited liability company:
707 (i) a bank chartered under Chapter 3, Banks;
708 (ii) a savings and loan association chartered under Chapter 7, Savings and Loan
709 Associations Act; or
710 (iii) a depository institution holding company.
711 (2) (a) Before an institution described in Subsection (1) may organize as or convert to a
712 limited liability company, the institution shall obtain approval of the commissioner.
713 (b) (i) To obtain the approval under this section from the commissioner, the institution
714 shall file a request for approval with the commissioner at least 30 days before the day on which
715 the institution becomes a limited liability company.
716 (ii) If the commissioner does not disapprove the request for approval within 30 days
717 from the day on which the commissioner receives the request, the request is considered
718 approved.
719 (iii) When taking action on a request for approval filed under this section, the
720 commissioner may:
721 (A) approve the request;
722 (B) approve the request subject to terms and conditions the commissioner considers
723 necessary; or
724 (C) disapprove the request.
725 (3) To approve a request for approval, the commissioner shall find:
726 (a) for an institution described in Subsection (1) that is required to be insured by a
727 federal deposit insurance agency, that the institution:
728 (i) will operate in a safe and sound manner;
729 (ii) has the following characteristics:
730 (A) the institution is not subject to automatic termination, dissolution, or suspension
731 upon the happening of some event other than the passage of time;
732 (B) the exclusive authority to manage the institution is vested in a board of managers
733 or directors that:
734 (I) is elected or appointed by the owners;
735 (II) is not required to have owners of the institution included on the board;
736 (III) possesses adequate independence and authority to supervise the operation of the
737 institution; and
738 (IV) operates with substantially the same rights, powers, privileges, duties, and
739 responsibilities as the board of directors of a corporation;
740 (C) neither state law, nor the institution's operating agreement, bylaws, or other
741 organizational documents provide that an owner of the institution is liable for the debts,
742 liabilities, and obligations of the institution in excess of the amount of the owner's investment;
743 and
744 (D) (I) neither state law, nor the institution's operating agreement, bylaws, or other
745 organizational documents require the consent of any other owner of the institution in order for
746 any owner to transfer an ownership interest in the institution, including voting rights; and
747 (II) the institution is able to obtain new investment funding if needed to maintain
748 adequate capital; and
749 (iii) is able to comply with all legal and regulatory requirements for an insured
750 depository institution under applicable federal and state law; and
751 (b) for an institution described in Subsection (1) that is not required to be insured by a
752 federal deposit insurance agency, that the institution will operate in a safe and sound manner.
753 (4) An institution described in Subsection (3)(a) that is organized as a limited liability
754 company shall maintain the characteristics listed in Subsection (3)(a)(ii) during such time as it
755 is authorized to conduct business under this title as a limited liability company.
756 (5) (a) All rights, privileges, powers, duties, and obligations of an institution described
757 in Subsection (1) that is organized as a limited liability company and its members and
758 managers shall be governed by Title 48, Chapter [
759 Liability Company Act, except:
760 (i) the following [
761 (3)(a):
762 [
763 [
764 [
765 [
766 [
767 [
768 [
769 [
770 (A) Section 48-3-110 ;
771 (B) Section 48-3-112 ;
772 (C) Section 48-3-201 ;
773 (D) Section 48-3-401 ;
774 (E) Subsections 48-3-407 (1) and (3)(d);
775 (F) Section 48-3-410 ;
776 (G) Subsection 48-3-502 (1)(c);
777 (H) Title 48, Chapter 3, Part 6, Member's Dissociation;
778 (I) Section 48-3-701 ; and
779 (J) Title 48, Chapter 3, Part 8, Foreign Limited Liability Companies; and
780 (ii) as otherwise provided in this title.
781 (b) Notwithstanding Subsection (5)(a), for an institution that is described in Subsection
782 (3)(a):
783 (i) for purposes of transferring a member's interests in the institution, a member's
784 interest in the institution shall be treated like a share of stock in a corporation; and
785 (ii) if a member's interest in the institution is transferred voluntarily or involuntarily to
786 another person, the person who receives the member's interest shall obtain the member's entire
787 rights associated with the member's interest in the institution including:
788 (A) all economic rights; and
789 (B) all voting rights.
790 (c) An institution described in Subsection (3)(a) may not by agreement or otherwise
791 change the application of Subsection (5)(a) to the institution.
792 (6) Unless the context requires otherwise, for the purpose of applying this title to an
793 institution described in Subsection (1) that is organized as a limited liability company:
794 (a) a citation to Title 16, Chapter 10a, Utah Revised Business Corporation Act,
795 includes the equivalent citation to Title 48, Chapter [
796 Liability Company Act;
797 (b) "articles of incorporation" includes a limited liability company's [
798 certificate of organization as that term is used in Section [
799 (c) "board of directors" includes one or more persons who have, with respect to an
800 institution described in Subsection (1), authority substantially similar to that of a board of
801 directors of a corporation;
802 (d) "bylaws" includes a limited liability company's operating agreement as that term is
803 defined in Section [
804 (e) "corporation" includes a limited liability company organized under Title 48,
805 Chapter [
806 (f) "director" includes any of the following of a limited liability company:
807 (i) a manager;
808 (ii) a director; or
809 (iii) other person who has with respect to the institution described in Subsection (1),
810 authority substantially similar to that of a director of a corporation;
811 (g) "dividend" includes distributions made by a limited liability company under Title
812 48, Chapter [
813 Limited Liability Company;
814 (h) "incorporator" includes [
815 as provided in Title 48, Chapter [
816 Organization and Other Filings;
817 (i) "officer" includes any of the following of an institution described in Subsection (1):
818 (i) an officer; or
819 (ii) other person who has with respect to the institution described in Subsection (1)
820 authority substantially similar to that of an officer of a corporation;
821 (j) "security," "shares," or "stock" of a corporation includes:
822 (i) a membership interest in a limited liability company as provided in Title 48,
823 Chapter [
824 Liability Company; and
825 (ii) [
826 company; and
827 (k) "stockholder" or "shareholder" includes an owner of an interest in an institution
828 described in Subsection (1) including a member as provided in Title 48, Chapter [
829
830 (7) In accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act, the
831 commissioner shall make rules governing the form of a request for approval filed under this
832 section.
833 (8) A depository institution organized under the laws of this state may not be organized
834 as or converted to a series of [
835 liability company as provided in [
836 Limited Liability Companies.
837 Section 2. Section 7-3-10 is amended to read:
838 7-3-10. Organization -- Powers, rights, and privileges of banking corporation --
839 Other business activities.
840 (1) A bank chartered under this chapter shall be:
841 (a) a domestic corporation under Title 16, Chapter 10a, Utah Revised Business
842 Corporation Act; or
843 (b) subject to Section 7-1-810 , including the requirement that the bank be an S
844 Corporation immediately before becoming a limited liability company, a limited liability
845 company created under Title 48, Chapter [
846 Company Act.
847 (2) A bank has all the rights, privileges, and powers necessary or incidental to carrying
848 on the business of banking in addition to the powers granted:
849 (a) if the bank is a corporation, under Title 16, Chapter 10a, Utah Revised Business
850 Corporation Act; or
851 (b) subject to Section 7-1-810 , if the bank is a limited liability company, under Title
852 48, Chapter [
853 (3) The commissioner may, by rule or order, determine that necessary or incidental
854 rights, privileges, and powers include:
855 (a) the rights, privileges, and powers held by national banks; or
856 (b) other business activities so long as the commissioner's determination is not
857 inconsistent with the rules, regulations, or other actions of the board of governors of the
858 Federal Reserve System under Section 4(c)(8) of the Bank Holding Company Act of 1956, 12
859 U.S.C. Sec. 1843(c)(8).
860 (4) The commissioner shall implement this section in a manner consistent with the
861 purposes set forth in Section 7-1-102 .
862 Section 3. Section 7-8-3 is amended to read:
863 7-8-3. Organization -- Authorization to conduct business -- Deposit insurance.
864 (1) Subject to Subsection (4), the commissioner may authorize a person described in
865 Subsection (2) to conduct business as an industrial bank.
866 (2) (a) Each person organized to conduct the business of an industrial bank in this state
867 shall be organized under:
868 (i) Title 16, Chapter 10a, Utah Revised Business Corporation Act; or
869 (ii) in accordance with Section 7-1-810 , Title 48, Chapter [
870 Uniform Limited Liability Company Act.
871 (b) A person may not conduct business as an industrial bank authorized under this
872 chapter to conduct business as an industrial bank in any form of entity other than those
873 provided in Subsection (2)(a).
874 (3) (a) All rights, privileges, powers, duties, and obligations of a corporation
875 authorized to conduct business as an industrial bank and its officers, directors, and stockholders
876 shall be governed by Title 16, Chapter 10a, Utah Revised Business Corporation Act, except as
877 otherwise provided in this title.
878 (b) All rights, privileges, powers, duties, and obligations of a limited liability company
879 authorized to conduct business as an industrial bank and its members and managers shall be
880 governed by Title 48, Chapter [
881 except as otherwise provided in this title.
882 (4) (a) An industrial bank is authorized to receive and hold deposits.
883 (b) An industrial bank may not conduct business under this chapter as an industrial
884 bank unless the industrial bank obtains insurance from the Federal Deposit Insurance
885 Corporation or a successor federal deposit insurance entity for any deposits received or held by
886 the industrial bank.
887 Section 4. Section 13-34-114 is amended to read:
888 13-34-114. Consent to use of educational terms in business names.
889 (1) For purposes of this section:
890 (a) "Business name" means a name filed with the Division of Corporations and
891 Commercial Code under:
892 (i) Section 16-6a-401 ;
893 (ii) Section 16-10a-401 ;
894 (iii) Section 16-11-16 ;
895 (iv) Section 42-2-6.6 ;
896 (v) Section [
897 (vi) Section [
898 (b) "Educational term" means the term:
899 (i) "university";
900 (ii) "college"; or
901 (iii) "institute" or "institution."
902 (2) If a statute listed in Subsection (1)(a) requires the written consent of the division to
903 file a business name with the Division of Corporations and Commercial Code that includes an
904 educational term, the division may consent to the use of an educational term in accordance with
905 this statute.
906 (3) The division shall consent to the use of an educational term in a business name if
907 the person seeking to file the name:
908 (a) is registered under this chapter;
909 (b) is exempt from the chapter under Section 13-34-105 ; or
910 (c) (i) is not engaged in educational activities; and
911 (ii) does not represent that it is engaged in educational activities.
912 (4) The division may withhold consent to use of an educational term in a business
913 name if the person seeking to file the name:
914 (a) offers, sells, or awards a degree or any other type of educational credential; and
915 (b) fails to provide bona fide instruction through student-faculty interaction according
916 to the standards and criteria established by the division under Subsection 13-34-104 (5).
917 Section 5. Section 16-6a-1008.7 is amended to read:
918 16-6a-1008.7. Conversion to or from a domestic limited liability company.
919 (1) (a) A domestic nonprofit corporation may convert to a domestic limited liability
920 company subject to Title 48, Chapter [
921 Act, by complying with:
922 (i) this Subsection (1); and
923 (ii) Section [
924 (b) If a domestic nonprofit corporation converts to a domestic limited liability company
925 in accordance with this Subsection (1), the articles of conversion shall:
926 (i) comply with Section [
927 (ii) if the corporation has any members, provide for:
928 (A) the cancellation of any membership; or
929 (B) the conversion of any membership in the domestic nonprofit corporation to a
930 membership interest in the domestic limited liability company.
931 (c) [
932 be filed with the division, the conversion shall be approved:
933 (i) in the manner provided for the articles of incorporation or bylaws of the domestic
934 nonprofit corporation; or
935 (ii) if the articles of incorporation or bylaws of the domestic nonprofit corporation do
936 not provide the method for approval:
937 (A) if the domestic nonprofit corporation has voting members, by all of the members of
938 the domestic nonprofit corporation regardless of limitations or restrictions on the voting rights
939 of the members; or
940 (B) if the nonprofit domestic corporation does not have voting members, by a majority
941 of:
942 (I) the directors in office at the time the conversion is approved by the board of
943 directors; or
944 (II) if directors have not been appointed or elected, the incorporators.
945 (2) A domestic limited liability company may convert to a domestic nonprofit
946 corporation subject to this chapter by:
947 (a) filing articles of incorporation in accordance with this chapter; and
948 (b) complying with Section [
949 (3) Any conversion under this section may not result in a violation, directly or
950 indirectly, of:
951 (a) Section 16-6a-1301 ; or
952 (b) any other provision of this chapter.
953 Section 6. Section 16-10a-401 is amended to read:
954 16-10a-401. Corporate name.
955 (1) The name of a corporation:
956 (a) except for the name of a depository institution as defined in Section 7-1-103 , shall
957 contain:
958 (i) the word:
959 (A) "corporation";
960 (B) "incorporated"; or
961 (C) "company";
962 (ii) the abbreviation:
963 (A) "corp.";
964 (B) "inc."; or
965 (C) "co."; or
966 (iii) words or abbreviations of like import to the words or abbreviations listed in
967 Subsections (1)(a)(i) and (ii) in another language;
968 (b) may not contain language stating or implying that the corporation is organized for a
969 purpose other than that permitted by:
970 (i) Section 16-10a-301 ; and
971 (ii) the corporation's articles of incorporation;
972 (c) without the written consent of the United States Olympic Committee, may not
973 contain the words:
974 (i) "Olympic";
975 (ii) "Olympiad"; or
976 (iii) "Citius Altius Fortius"; and
977 (d) without the written consent of the Division of Consumer Protection issued in
978 accordance with Section 13-34-114 , may not contain the words:
979 (i) "university";
980 (ii) "college"; or
981 (iii) "institute" or "institution."
982 (2) Except as authorized by Subsections (3) and (4), the name of a corporation shall be
983 distinguishable, as defined in Subsection (5), upon the records of the division from:
984 (a) the name of any domestic corporation incorporated in or foreign corporation
985 authorized to transact business in this state;
986 (b) the name of any domestic or foreign nonprofit corporation incorporated or
987 authorized to transact business in this state;
988 (c) the name of any domestic or foreign limited liability company formed or authorized
989 to transact business in this state;
990 (d) the name of any limited partnership formed or authorized to transact business in
991 this state;
992 (e) any name reserved or registered with the division for a corporation, limited liability
993 company, or general or limited partnership, under the laws of this state; and
994 (f) any business name, fictitious name, assumed name, trademark, or service mark
995 registered by the division.
996 (3) (a) A corporation may apply to the division for authorization to file its articles of
997 incorporation under, or to register or reserve, a name that is not distinguishable upon its records
998 from one or more of the names described in Subsection (2).
999 (b) The division shall approve the application filed under Subsection (3)(a) if:
1000 (i) the other person whose name is not distinguishable from the name under which the
1001 applicant desires to file, or which the applicant desires to register or reserve:
1002 (A) consents to the filing, registration, or reservation in writing; and
1003 (B) submits an undertaking in a form satisfactory to the division to change its name to
1004 a name that is distinguishable from the name of the applicant; or
1005 (ii) the applicant delivers to the division a certified copy of the final judgment of a
1006 court of competent jurisdiction establishing the applicant's right to make the requested filing in
1007 this state under the name applied for.
1008 (4) A corporation may make a filing under the name, including the fictitious name, of
1009 another domestic or foreign corporation that is used or registered in this state if:
1010 (a) the other corporation is incorporated or authorized to transact business in this state;
1011 and
1012 (b) the filing corporation:
1013 (i) has merged with the other corporation; or
1014 (ii) has been formed by reorganization of the other corporation.
1015 (5) (a) A name is distinguishable from other names, trademarks, and service marks on
1016 the records of the division if it:
1017 (i) contains one or more different letters or numerals; or
1018 (ii) has a different sequence of letters or numerals from the other names on the
1019 division's records.
1020 (b) Differences which are not distinguishing are:
1021 (i) the words or abbreviations of the words:
1022 (A) "corporation";
1023 (B) "company";
1024 (C) "incorporated";
1025 (D) "limited partnership";
1026 (E) "L.P.";
1027 (F) "limited";
1028 [
1029 [
1030 [
1031 [
1032 [
1033 (ii) the presence or absence of the words or symbols of the words "the," "and," or "a";
1034 (iii) differences in punctuation and special characters;
1035 (iv) differences in capitalization;
1036 (v) differences between singular and plural forms of words for a corporation:
1037 (A) incorporated in or authorized to do business in this state on or after May 4, 1998;
1038 or
1039 (B) that changes its name on or after May 4, 1998;
1040 (vi) differences in whether the letters or numbers immediately follow each other or are
1041 separated by one or more spaces if:
1042 (A) the sequence of letters or numbers is identical; and
1043 (B) the corporation:
1044 (I) is incorporated in or authorized to do business in this state on or after May 3, 1999;
1045 or
1046 (II) changes its name on or after May 3, 1999; or
1047 (vii) differences in abbreviations, for a corporation:
1048 (A) incorporated in or authorized to do business in this state on or after May 1, 2000;
1049 or
1050 (B) that changes its name on or after May 1, 2000.
1051 (c) The director of the division has the power and authority reasonably necessary to
1052 interpret and efficiently administer this section and to perform the duties imposed on the
1053 division by this section.
1054 (6) A name that implies that the corporation is an agency of this state or of any of its
1055 political subdivisions, if it is not actually such a legally established agency or subdivision, may
1056 not be approved for filing by the division.
1057 (7) (a) The requirements of Subsection (1)(d) do not apply to a corporation
1058 incorporated in or authorized to do business in this state on or before May 4, 1998, until
1059 December 31, 1998.
1060 (b) On or after January 1, 1999, any corporation incorporated in or authorized to do
1061 business in this state shall comply with the requirements of Subsection (1)(d).
1062 Section 7. Section 16-10a-1008.7 is amended to read:
1063 16-10a-1008.7. Conversion to or from a domestic limited liability company.
1064 (1) (a) A corporation may convert to a domestic limited liability company subject to
1065 Title 48, Chapter [
1066 with:
1067 (i) this Subsection (1); and
1068 (ii) Section [
1069 (b) If a corporation converts to a domestic limited liability company in accordance with
1070 this Subsection (1), the articles of conversion shall:
1071 (i) comply with Section [
1072 (ii) if the corporation has issued shares, provide for:
1073 (A) the cancellation of any issued share; or
1074 (B) the conversion of any issued share to a membership interest in the domestic limited
1075 liability company.
1076 (c) [
1077 be filed with the division, the conversion shall be approved:
1078 (i) in the manner provided for the articles of incorporation or bylaws of the
1079 corporation; or
1080 (ii) if the articles of incorporation or bylaws of the corporation do not provide the
1081 method for approval:
1082 (A) if the corporation has issued shares, by all of the outstanding shares of all classes
1083 of shares of the corporation regardless of limitations or restrictions on the voting rights of the
1084 shares; or
1085 (B) if the corporation has not issued shares, by a majority of:
1086 (I) the directors in office at the time that the conversion is approved by the board of
1087 directors; or
1088 (II) if directors have not been appointed or elected, the incorporators.
1089 (2) A domestic limited liability company may convert to a corporation subject to this
1090 chapter by:
1091 (a) filing articles of incorporation in accordance with this chapter; and
1092 (b) complying with Section [
1093 Section 8. Section 16-11-16 is amended to read:
1094 16-11-16. Corporate name.
1095 (1) The name of each professional corporation as set forth in its articles of
1096 incorporation:
1097 (a) shall contain the terms:
1098 (i) "professional corporation"; or
1099 (ii) "P.C.";
1100 (b) may not contain the words:
1101 (i) "incorporated"; or
1102 (ii) "inc.";
1103 (c) may not contain language stating or implying that the professional corporation is
1104 organized for a purpose other than that permitted by:
1105 (i) Section 16-11-6 ; and
1106 (ii) the professional corporation's articles of incorporation;
1107 (d) without the written consent of the United States Olympic Committee, may not
1108 contain the words:
1109 (i) "Olympic";
1110 (ii) "Olympiad"; or
1111 (iii) "Citius Altius Fortius"; and
1112 (e) without the written consent of the Division of Consumer Protection in accordance
1113 with Section 13-34-114 , may not contain the words:
1114 (i) "university";
1115 (ii) "college"; or
1116 (iii) "institute" or "institution."
1117 (2) The professional corporation may not imply by any word in the name that it is an
1118 agency of the state or of any of its political subdivisions.
1119 (3) A person, other than a professional corporation formed or registered under this
1120 chapter, may not use in its name in this state any of the terms:
1121 (a) "professional corporation"; or
1122 (b) "P.C."
1123 (4) Except as authorized by Subsection (5), the name of the professional corporation
1124 shall be distinguishable, as defined in Subsection (6), upon the records of the division from:
1125 (a) the name of any domestic corporation incorporated in or foreign corporation
1126 authorized to transact business in this state;
1127 (b) the name of any domestic or foreign nonprofit corporation incorporated or
1128 authorized to transact business in this state;
1129 (c) the name of any domestic or foreign limited liability company formed or authorized
1130 to transact business in this state;
1131 (d) the name of any limited partnership formed or authorized to transact business in
1132 this state;
1133 (e) any name reserved or registered with the division for a corporation, limited liability
1134 company, or general or limited partnership, under the laws of this state; and
1135 (f) any business name, fictitious name, assumed name, trademark, or service mark
1136 registered by the division.
1137 (5) (a) A professional corporation may apply to the division for authorization to file its
1138 articles of incorporation under, or to register or reserve, a name that is not distinguishable upon
1139 its records from one or more of the names described in Subsection (4).
1140 (b) The division shall approve the application filed under Subsection (5)(a) if:
1141 (i) the other person whose name is not distinguishable from the name under which the
1142 applicant desires to file, or which the applicant desires to register or reserve:
1143 (A) consents to the filing, registration, or reservation in writing; and
1144 (B) submits an undertaking in a form satisfactory to the division to change its name to
1145 a name that is distinguishable from the name of the applicant; or
1146 (ii) the applicant delivers to the division a certified copy of the final judgment of a
1147 court of competent jurisdiction establishing the applicant's right to make the requested filing in
1148 this state under the name applied for.
1149 (6) (a) A name is distinguishable from other names, trademarks, and service marks
1150 registered with the division if it:
1151 (i) contains one or more different letters or numerals from other names upon the
1152 division's records; or
1153 (ii) has a different sequence of letter or numerals from the other names on the division's
1154 records.
1155 (b) The following differences are not distinguishable:
1156 (i) the words or abbreviations of the words:
1157 (A) "corporation";
1158 (B) "incorporated";
1159 (C) "company";
1160 (D) "limited partnership";
1161 (E) "limited";
1162 (F) "L.P.";
1163 [
1164 [
1165 [
1166 [
1167 [
1168 (ii) the presence or absence of the words or symbols of the words "the," "and," "a," or
1169 "plus";
1170 (iii) differences in punctuation and special characters;
1171 (iv) differences in capitalization; or
1172 (v) differences in abbreviations.
1173 (7) The director of the division shall have the power and authority reasonably necessary
1174 to interpret and efficiently administer this section and to perform the duties imposed upon the
1175 division by this section.
1176 Section 9. Section 16-16-111 is amended to read:
1177 16-16-111. Name.
1178 (1) Use of the term "cooperative" or its abbreviation under this chapter is not a
1179 violation of the provisions restricting the use of the term under any other law of this state.
1180 (2) (a) Notwithstanding Section [
1181 cooperative association shall contain:
1182 (i) the words "limited cooperative association" or "limited cooperative"; or
1183 (ii) the abbreviation "L.C.A." or "LCA". [
1184 (b) "Cooperative" may be abbreviated as "Co-op" or "Coop".
1185 (c) "Association" may be abbreviated as "Assoc." or "Assn.".
1186 (d) (i) Use of the term "cooperative" or its abbreviation as permitted by this chapter is
1187 not a violation of the provisions restricting the use of the term under any other law of this state.
1188 (ii) A limited cooperative association or a member may enforce the restrictions on the
1189 use of the term "cooperative" under this chapter and any other law of this state.
1190 (iii) A limited cooperative association or a member may enforce the restrictions on the
1191 use of the term "cooperative" under any other law of this state.
1192 (3) Except as otherwise provided in Subsection (4), a limited cooperative association
1193 may use only a name that is available. A name is available if it is distinguishable in the records
1194 of the division from:
1195 (a) the name of any entity organized or authorized to transact business in this state;
1196 (b) a name reserved under Section 16-16-112 ; and
1197 (c) an alternative name approved for a foreign cooperative authorized to transact
1198 business in this state.
1199 (4) A limited cooperative association may apply to the division for authorization to use
1200 a name that is not available. The division shall authorize use of the name if:
1201 (a) the person with ownership rights to use the name consents in a record to the use and
1202 applies in a form satisfactory to the division to change the name used or reserved to a name that
1203 is distinguishable upon the records of the division from the name applied for; or
1204 (b) the applicant delivers to the division a certified copy of the final judgment of a
1205 court establishing the applicant's right to use the name in this state.
1206 Section 10. Section 16-17-102 is amended to read:
1207 16-17-102. Definitions.
1208 In this chapter:
1209 (1) "Appointment of agent" means a statement appointing an agent for service of
1210 process filed by:
1211 (a) a domestic or foreign unincorporated nonprofit association under Section
1212 16-17-204 ; or
1213 (b) a domestic entity that is not a filing entity or a nonqualified foreign entity under
1214 Section 16-17-210 .
1215 (2) "Commercial registered agent" means an individual or a domestic or foreign entity
1216 listed under Section 16-17-204 .
1217 (3) "Division" means the Division of Corporations and Commercial Code.
1218 (4) "Domestic entity" means an entity whose internal affairs are governed by the law of
1219 this state.
1220 (5) "Entity" means a person that has a separate legal existence or has the power to
1221 acquire an interest in real property in its own name other than:
1222 (a) an individual;
1223 (b) a testamentary, inter vivos, or charitable trust, with the exception of a business
1224 trust, statutory trust, or similar trust;
1225 (c) an association or relationship that is not a partnership by reason of [
1226
1227 law of any other jurisdiction;
1228 (d) a decedent's estate; or
1229 (e) a public corporation, government or governmental subdivision, agency, or
1230 instrumentality, or quasi-governmental instrumentality.
1231 (6) "Filing entity" means an entity that is created by the filing of a public organic
1232 document.
1233 (7) "Foreign entity" means an entity other than a domestic entity.
1234 (8) "Foreign qualification document" means an application for a certificate of authority
1235 or other foreign qualification filing with the division by a foreign entity.
1236 (9) "Governance interest" means the right under the organic law or organic rules of an
1237 entity, other than as a governor, agent, assignee, or proxy, to:
1238 (a) receive or demand access to information concerning, or the books and records of,
1239 the entity;
1240 (b) vote for the election of the governors of the entity; or
1241 (c) receive notice of or vote on any or all issues involving the internal affairs of the
1242 entity.
1243 (10) "Governor" means a person by or under whose authority the powers of an entity
1244 are exercised and under whose direction the business and affairs of the entity are managed
1245 pursuant to the organic law and organic rules of the entity.
1246 (11) "Interest" means:
1247 (a) a governance interest in an unincorporated entity;
1248 (b) a transferable interest in an unincorporated entity; or
1249 (c) a share or membership in a corporation.
1250 (12) "Interest holder" means a direct holder of an interest.
1251 (13) "Jurisdiction of organization," with respect to an entity, means the jurisdiction
1252 whose law includes the organic law of the entity.
1253 (14) "Noncommercial registered agent" means a person that is not listed as a
1254 commercial registered agent under Section 16-17-204 and that is:
1255 (a) an individual or a domestic or foreign entity that serves in this state as the agent for
1256 service of process of an entity; or
1257 (b) the individual who holds the office or other position in an entity that is designated
1258 as the agent for service of process pursuant to Subsection 16-17-203 (1)(b)(ii).
1259 (15) "Nonqualified foreign entity" means a foreign entity that is not authorized to
1260 transact business in this state pursuant to a filing with the division.
1261 (16) "Nonresident LLP statement" means:
1262 (a) a statement of qualification of a domestic limited liability partnership that does not
1263 have an office in this state; or
1264 (b) a statement of foreign qualification of a foreign limited liability partnership that
1265 does not have an office in this state.
1266 (17) "Organic law" means the statutes, if any, other than this chapter, governing the
1267 internal affairs of an entity.
1268 (18) "Organic rules" means the public organic document and private organic rules of an
1269 entity.
1270 (19) "Person" means an individual, corporation, estate, trust, partnership, limited
1271 liability company, business or similar trust, association, joint venture, public corporation,
1272 government or governmental subdivision, agency, or instrumentality, or any other legal or
1273 commercial entity.
1274 (20) "Private organic rules" mean the rules, whether or not in a record, that govern the
1275 internal affairs of an entity, are binding on all of its interest holders, and are not part of its
1276 public organic document, if any.
1277 (21) "Public organic document" means the public record the filing of which creates an
1278 entity, and any amendment to or restatement of that record.
1279 (22) "Qualified foreign entity" means a foreign entity that is authorized to transact
1280 business in this state pursuant to a filing with the division.
1281 (23) "Record" means information that is inscribed on a tangible medium or that is
1282 stored in an electronic or other medium and is retrievable in perceivable form.
1283 (24) "Registered agent" means a commercial registered agent or a noncommercial
1284 registered agent.
1285 (25) "Registered agent filing" means:
1286 (a) the public organic document of a domestic filing entity;
1287 (b) a nonresident LLP statement;
1288 (c) a foreign qualification document; or
1289 (d) an appointment of agent.
1290 (26) "Represented entity" means:
1291 (a) a domestic filing entity;
1292 (b) a domestic or qualified foreign limited liability partnership that does not have an
1293 office in this state;
1294 (c) a qualified foreign entity;
1295 (d) a domestic or foreign unincorporated nonprofit association for which an
1296 appointment of agent has been filed;
1297 (e) a domestic entity that is not a filing entity for which an appointment of agent has
1298 been filed; or
1299 (f) a nonqualified foreign entity for which an appointment of agent has been filed.
1300 (27) "Sign" means, with present intent to authenticate or adopt a record:
1301 (a) to execute or adopt a tangible symbol; or
1302 (b) to attach to or logically associate with the record an electronic sound, symbol, or
1303 process.
1304 (28) "Transferable interest" means the right under an entity's organic law to receive
1305 distributions from the entity.
1306 (29) "Type," with respect to an entity, means a generic form of entity:
1307 (a) recognized at common law; or
1308 (b) organized under an organic law, whether or not some entities organized under that
1309 organic law are subject to provisions of that law that create different categories of the form of
1310 entity.
1311 Section 11. Section 31A-37a-102 is amended to read:
1312 31A-37a-102. Definitions.
1313 (1) For purposes of this chapter:
1314 (a) "Ceding insurer" means an insurer that:
1315 (i) is approved by the commissioner;
1316 (ii) is licensed or otherwise authorized to transact the business of insurance or
1317 reinsurance in the insurer's state or country of domicile; and
1318 (iii) cedes risk to a special purpose financial captive insurance company pursuant to a
1319 reinsurance contract.
1320 (b) Notwithstanding Section 31A-27a-102 , "insolvency" or "insolvent" for purposes of
1321 applying Chapter 27a, Insurer Receivership Act, to a special purpose financial captive
1322 insurance company, means that a special purpose financial captive insurance company:
1323 (i) is unable to pay an obligation when the obligation is due, unless the obligation is the
1324 subject of a bona fide dispute; or
1325 (ii) fails to meet the criteria and conditions for solvency of the special purpose financial
1326 captive insurance company established by the commissioner by rule or order.
1327 (c) (i) "Insurance securitization" means a transaction or a group of related transactions:
1328 (A) that may include a capital market offering;
1329 (B) that is effected through one or more related risk transfer instruments and
1330 facilitating administrative agreements;
1331 (C) where all or part of the result of the transaction or group of related transactions is
1332 used to fund the special purpose financial captive insurance company's obligations under a
1333 reinsurance contract with a ceding insurer;
1334 (D) by which:
1335 (I) proceeds are obtained by a special purpose financial captive insurance company,
1336 directly or indirectly, through the issuance of one or more securities by the special purpose
1337 financial captive insurance company or another person; or
1338 (II) a person provides one or more letters of credit or other assets for the benefit of the
1339 special purpose financial captive insurance company if the commissioner authorizes the special
1340 purpose financial captive insurance company to treat the letter of credit or asset as an admitted
1341 asset for purposes of the special purpose financial captive insurance company's annual report;
1342 and
1343 (E) if all or a part of the proceeds, a letter of credit, or asset described in this
1344 Subsection (1)(c) is used to fund the special purpose financial captive insurance company's
1345 obligations under a reinsurance contract with a ceding insurer.
1346 (ii) "Insurance securitization" does not include the issuance of a letter of credit for the
1347 benefit of the commissioner to satisfy all or part of the special purpose financial captive
1348 insurance company's capital and surplus requirements under Section 31A-37a-302 .
1349 (d) "Management" means:
1350 (i) a board of directors of a special purpose financial captive insurance company;
1351 (ii) a managing board of a special purpose financial captive insurance company; or
1352 (iii) one or more individuals with the overall responsibility for the management of the
1353 affairs of the special purpose financial captive insurance company, including:
1354 (A) an officer elected or appointed to act on behalf of the special purpose financial
1355 captive insurance company; or
1356 (B) an agent elected or appointed to act on behalf of the special purpose financial
1357 captive insurance company.
1358 (e) "Organizational document" means:
1359 (i) in the case of a special purpose financial captive insurance company formed as a
1360 stock corporation, the special purpose financial captive insurance company's:
1361 (A) articles of incorporation; and
1362 (B) bylaws; and
1363 (ii) in the case of a special purpose financial captive insurance company formed as a
1364 limited liability company, the special purpose financial captive insurance company's:
1365 (A) [
1366 (B) operating agreement.
1367 (f) "Reinsurance contract" means a contract between a special purpose financial captive
1368 insurance company and a ceding insurer pursuant to which the special purpose financial captive
1369 insurance company agrees to provide reinsurance to the ceding insurer for risks associated with
1370 the ceding insurer's insurance or reinsurance business.
1371 (g) "Security" means:
1372 (i) a security as defined in Section 31A-1-301 ; or
1373 (ii) one or more of the following that the commissioner designates, by rule or order, as
1374 a "security" for purposes of this chapter:
1375 (A) a debt obligation;
1376 (B) equity;
1377 (C) a surplus certificate;
1378 (D) a surplus note;
1379 (E) a funding agreement;
1380 (F) a derivative; or
1381 (G) another financial instrument.
1382 (h) "Special purpose financial captive insurance company" means a captive insurance
1383 company has a certificate of authority under this chapter from the commissioner to operate as a
1384 special purpose financial captive insurance company pursuant to this chapter.
1385 (i) "Special purpose financial captive insurance company security" means:
1386 (i) a security issued by a special purpose financial captive insurance company; or
1387 (ii) a security issued by a third party, the proceeds of which are obtained directly or
1388 indirectly by a special purpose financial captive insurance company.
1389 (j) "Surplus note" means an unsecured subordinated debt obligation that has one or
1390 more characteristics that are consistent with paragraph 3 of the National Association of
1391 Insurance Commissioners Statement of Statutory Accounting Principals No. 41, as amended
1392 from time to time and as modified or supplemented by rule or order of the commissioner.
1393 (2) The terms defined in Section 31A-37-102 shall have the same meaning for
1394 purposes of this chapter.
1395 Section 12. Section 46-4-503 is amended to read:
1396 46-4-503. Government products and services provided electronically.
1397 (1) Notwithstanding Section 46-4-501 , a state governmental agency that administers
1398 one or more of the following transactions shall allow those transactions to be conducted
1399 electronically:
1400 (a) an application for or renewal of a professional or occupational license issued under
1401 Title 58, Occupations and Professions;
1402 (b) the renewal of a drivers license;
1403 (c) an application for a hunting or fishing license;
1404 (d) the filing of:
1405 (i) a return under Title 59, Chapter 10, Individual Income Tax Act or 12, Sales and Use
1406 Tax Act;
1407 (ii) a court document, as defined by the Judicial Council; or
1408 (iii) a document under Title 70A, Uniform Commercial Code;
1409 (e) a registration for:
1410 (i) a product; or
1411 (ii) a brand;
1412 (f) a renewal of a registration of a motor vehicle;
1413 (g) a registration under:
1414 (i) Title 16, Corporations;
1415 (ii) Title 42, Names; or
1416 (iii) Title 48, [
1417 (h) submission of an application for benefits:
1418 (i) under Title 35A, Chapter 3, Employment Support Act;
1419 (ii) under Title 35A, Chapter 4, Employment Security Act; or
1420 (iii) related to accident and health insurance.
1421 (2) The state system of public education, in coordination with the Utah Education
1422 Network, shall make reasonable progress toward making the following services available
1423 electronically:
1424 (a) secure access by parents and students to student grades and progress reports;
1425 (b) email communications with:
1426 (i) teachers;
1427 (ii) parent-teacher associations; and
1428 (iii) school administrators;
1429 (c) access to school calendars and schedules; and
1430 (d) teaching resources that may include:
1431 (i) teaching plans;
1432 (ii) curriculum guides; and
1433 (iii) media resources.
1434 (3) A state governmental agency shall:
1435 (a) in carrying out the requirements of this section, take reasonable steps to ensure the
1436 security and privacy of records that are private or controlled as defined by Title 63G, Chapter 2,
1437 Government Records Access and Management Act;
1438 (b) in addition to those transactions listed in Subsections (1) and (2), determine any
1439 additional services that may be made available to the public through electronic means; and
1440 (c) as part of the agency's information technology plan required by Section 63F-1-204 ,
1441 report on the progress of compliance with Subsections (1) through (3).
1442 (4) Notwithstanding the other provisions of this part, a state governmental agency is
1443 not required by this part to conduct a transaction electronically if:
1444 (a) conducting the transaction electronically is not required by federal law; and
1445 (b) conducting the transaction electronically is:
1446 (i) impractical;
1447 (ii) unreasonable; or
1448 (iii) not permitted by laws pertaining to privacy or security.
1449 (5) (a) For purposes of this Subsection (5), "one-stop shop" means the consolidation of
1450 access to diverse services and agencies at one location including virtual colocation.
1451 (b) State agencies that provide services or offer direct assistance to the business
1452 community shall participate in the establishment, maintenance, and enhancement of an
1453 integrated Utah business web portal known as Business.utah.gov. The purpose of the business
1454 web portal is to provide "one-stop shop" assistance to businesses.
1455 (c) State agencies shall partner with other governmental and nonprofit agencies whose
1456 primary mission is to provide services or offer direct assistance to the business community in
1457 Utah in fulfilling the requirements of this section.
1458 (d) The following state entities shall comply with the provisions of this Subsection (5):
1459 (i) Governor's Office of Economic Development, which shall serve as the managing
1460 partner for the website;
1461 (ii) Department of Workforce Services;
1462 (iii) Department of Commerce;
1463 (iv) Tax Commission;
1464 (v) Department of Administrative Services - Division of Purchasing and General
1465 Services, including other state agencies operating under a grant of authority from the division
1466 to procure goods and services in excess of $5,000;
1467 (vi) Department of Agriculture;
1468 (vii) Department of Natural Resources; and
1469 (viii) other state agencies that provide services or offer direct assistance to the business
1470 sector.
1471 (e) The business services available on the business web portal may include:
1472 (i) business life cycle information;
1473 (ii) business searches;
1474 (iii) employment needs and opportunities;
1475 (iv) motor vehicle registration;
1476 (v) permit applications and renewal;
1477 (vi) tax information;
1478 (vii) government procurement bid notifications;
1479 (viii) general business information;
1480 (ix) business directories; and
1481 (x) business news.
1482 Section 13. Section 48-1a-101 is enacted to read:
1483
1484
1485
1486 48-1a-101. Title.
1487 (1) This title is known as the "Unincorporated Business Entities Act."
1488 (2) This chapter is known as "General Provisions."
1489 Section 14. Section 48-1a-102 is enacted to read:
1490 48-1a-102. Definitions.
1491 As used in this title, "division" means the Division of Corporations and Commercial
1492 Code within the Department of Commerce.
1493 Section 15. Section 48-1b-101 is enacted to read:
1494
1495
1496 48-1b-101. Title -- Definitions.
1497 (1) This chapter may be cited as the "Utah Uniform Partnership Act."
1498 (2) As used in this chapter:
1499 (a) "Business" includes every trade, occupation, and profession.
1500 (b) "Debtor in bankruptcy" means a person who is the subject of:
1501 (i) an order for relief under United States Code, Title 11, or a comparable order under a
1502 successor statute of general application; or
1503 (ii) a comparable order under federal, state, or foreign law governing insolvency.
1504 (c) "Distribution" means a transfer of money or other property from a partnership to a
1505 partner in the partner's capacity as a partner or to the partner's transferee.
1506 (d) "Foreign limited liability partnership" means a partnership that:
1507 (i) is formed under laws other than the laws of this state; and
1508 (ii) has the status of a limited liability partnership under those laws.
1509 (e) "Limited liability partnership" means a partnership that has filed with the division a
1510 statement of qualification under Section 48-1b-1001 and does not have a similar statement in
1511 effect in any other jurisdiction.
1512 (f) "Partnership" means an association of two or more persons to carry on as co-owners
1513 a business for profit formed under Section 48-1b-202 , predecessor law, or comparable law of
1514 another jurisdiction.
1515 (g) "Partnership agreement" means the agreement, whether written, oral, or implied,
1516 among the partners concerning the partnership, including amendments to the partnership
1517 agreement.
1518 (h) "Partnership at will" means a partnership in which the partners have not agreed to
1519 remain partners until the expiration of a definite term or the completion of a particular
1520 undertaking.
1521 (i) "Partnership interest" or "partner's interest in the partnership" means all of a
1522 partner's interests in the partnership, including the partner's transferable interest and all
1523 management and other rights.
1524 (j) "Person" means:
1525 (i) an individual;
1526 (ii) a corporation;
1527 (iii) a business trust;
1528 (iv) an estate;
1529 (v) a trust;
1530 (vi) a partnership;
1531 (vii) an association;
1532 (viii) a joint venture;
1533 (ix) government;
1534 (x) a governmental subdivision, agency, or instrumentality; or
1535 (xi) any other legal or commercial entity.
1536 (k) "Property" means all property, real, personal, or mixed, tangible or intangible, or
1537 any interest therein.
1538 (l) "State" means a state of the United States, the District of Columbia, the
1539 Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction
1540 of the United States.
1541 (m) "Statement" means:
1542 (i) a statement of partnership authority under Section 48-1b-303 ;
1543 (ii) a statement of denial under Section 48-1b-304 ;
1544 (iii) a statement of dissociation under Section 48-1b-704 ;
1545 (iv) a statement of dissolution under Section 48-1b-805 ;
1546 (v) articles of merger under Section 48-1b-904 ;
1547 (vi) a statement of qualification under Section 48-1b-1001 ;
1548 (vii) a statement of foreign qualification under Section 48-1b-1102 ; or
1549 (viii) an amendment or cancellation of any of the foregoing.
1550 (n) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and
1551 encumbrance.
1552 (o) "Tribe" means a tribe, band, nation, pueblo, or other organized group or community
1553 of Indians, including an Alaska Native village, that is legally recognized as eligible for and is
1554 consistent with a special program, service, or entitlement provided by the United States to
1555 Indians because of their status as Indians.
1556 (p) "Tribal limited liability partnership" means a limited liability partnership:
1557 (i) formed under the law of a tribe; and
1558 (ii) that is at least 51% owned or controlled by the tribe.
1559 Section 16. Section 48-1b-102 is enacted to read:
1560 48-1b-102. Knowledge and notice.
1561 (1) A person knows a fact if the person has actual knowledge of it.
1562 (2) A person has notice of a fact if the person:
1563 (a) knows of it;
1564 (b) has received a notification of it; or
1565 (c) has reason to know it exists from all of the facts known to the person at the time in
1566 question.
1567 (3) A person notifies or gives a notification to another by taking steps reasonably
1568 required to inform the other person in ordinary course, whether or not the other person learns of
1569 it.
1570 (4) A person receives a notification when the notification:
1571 (a) comes to the person's attention; or
1572 (b) is duly delivered at the person's place of business or at any other place held out by
1573 the person as a place for receiving communications.
1574 (5) Except as otherwise provided in Subsection (6), a person other than an individual
1575 knows, has notice, or receives a notification of a fact for purposes of a particular transaction
1576 when the individual conducting the transaction knows, has notice, or receives a notification of
1577 the fact, or in any event when the fact would have been brought to the individual's attention if
1578 the person had exercised reasonable diligence. The person exercises reasonable diligence if it
1579 maintains reasonable routines for communicating significant information to the individual
1580 conducting the transaction and there is reasonable compliance with the routines. Reasonable
1581 diligence does not require an individual acting for the person to communicate information
1582 unless the communication is part of the individual's regular duties or the individual has reason
1583 to know of the transaction and that the transaction would be materially affected by the
1584 information.
1585 (6) A partner's knowledge, notice, or receipt of a notification of a fact relating to the
1586 partnership is effective immediately as knowledge by, notice to, or receipt of a notification by
1587 the partnership, except in the case of a fraud on the partnership committed by or with the
1588 consent of that partner.
1589 Section 17. Section 48-1b-103 is enacted to read:
1590 48-1b-103. Effect of partnership agreement -- Nonwaivable provisions.
1591 (1) Except as otherwise provided in Subsection (2), relations among the partners and
1592 between the partners and the partnership are governed by the partnership agreement. To the
1593 extent the partnership agreement does not otherwise provide, this chapter governs relations
1594 among the partners and between the partners and the partnership.
1595 (2) The partnership agreement may not:
1596 (a) vary the rights and duties under Section 48-1b-105 except to eliminate the duty to
1597 provide copies of statements to all of the partners;
1598 (b) unreasonably restrict the right of access to books and records under Subsection
1599 48-1b-403 (2);
1600 (c) eliminate the duty of loyalty under Subsection 48-1b-404 (2) or 48-1b-603 (2)(c),
1601 but:
1602 (i) the partnership agreement may identify specific types or categories of activities that
1603 do not violate the duty of loyalty, if not unconscionable or against public policy; or
1604 (ii) all of the partners or a number or percentage specified in the partnership agreement
1605 may authorize or ratify, after full disclosure of all material facts, a specific act or transaction
1606 that otherwise would violate the duty of loyalty;
1607 (d) unreasonably reduce the duty of care under Subsection 48-1b-404 (3) or
1608 48-1b-603 (2)(c);
1609 (e) eliminate the obligation of good faith and fair dealing under Subsection
1610 48-1b-404 (4), but the partnership agreement may prescribe the standards by which the
1611 performance of the obligation is to be measured, if the standards are not manifestly
1612 unreasonable;
1613 (f) vary the power to dissociate as a partner under Subsection 48-1b-602 (1), except to
1614 require the notice under Subsection 48-1b-601 (1) to be in writing;
1615 (g) vary the right of a court to expel a partner in the events specified in Subsection
1616 48-1b-601 (5);
1617 (h) vary the requirement to wind up the partnership business in cases specified in
1618 Subsection 48-1b-801 (4), (5), or (6);
1619 (i) vary the law applicable to a limited liability partnership under Subsection
1620 48-1b-106 (2); or
1621 (j) restrict rights of third parties under this chapter.
1622 Section 18. Section 48-1b-104 is enacted to read:
1623 48-1b-104. Supplemental principles of law.
1624 (1) Unless displaced by particular provisions of this chapter, the principles of law and
1625 equity supplement this chapter.
1626 (2) If an obligation to pay interest arises under this chapter and the rate is not specified,
1627 the rate is that specified in Section 15-1-1 .
1628 Section 19. Section 48-1b-105 is enacted to read:
1629 48-1b-105. Execution, filing, and recording of statements.
1630 (1) A statement may be filed with the division. A certified copy of a statement that is
1631 filed in an office in another state may be filed with the division. Either filing has the effect
1632 provided in this chapter with respect to partnership property located in or transactions that
1633 occur in this state.
1634 (2) A certified copy of a statement that is filed with the division and recorded in the
1635 office for recording transfers of real property has the effect provided for recorded statements in
1636 this chapter. A recorded statement that is not a certified copy of a statement filed with the
1637 division does not have the effect provided for recorded statements in this chapter.
1638 (3) A statement filed with the division by a partnership must be executed by at least
1639 two partners. Other statements must be executed by a partner or other person authorized by
1640 this chapter. An individual who executes a statement as, or on behalf of, a partner or other
1641 person named as a partner in a statement shall personally declare under penalty of perjury that
1642 the contents of the statement are accurate.
1643 (4) A person authorized by this chapter to file a statement with the division may amend
1644 or cancel the statement by filing an amendment or cancellation that names the partnership,
1645 identifies the statement, and states the substance of the amendment or cancellation.
1646 (5) A person who files a statement with the division pursuant to this section shall
1647 promptly send a copy of the statement to every nonfiling partner and to any other person named
1648 as a partner in the statement. Failure to send a copy of a statement to a partner or other person
1649 does not limit the effectiveness of the statement as to a person not a partner.
1650 (6) The division may collect a fee, established in accordance with Section 63J-1-504 ,
1651 for filing or providing a certified copy of a statement. The county recorder may in accordance
1652 with Section 17-21-18.5 collect a fee for recording a statement.
1653 (7) A statement filed with the division pursuant to this section and in accordance with
1654 Section 48-1b-303 , is effective for a period of five years from the date of filing. At the
1655 expiration of that period, if no new filing is made by or on behalf of the person who made the
1656 original filing, the division shall send a notice by regular mail, postage prepaid, to the address
1657 shown in the filing indicating that it has expired. If no new filing is made within 30 days after
1658 the date of mailing the notice, the division shall remove the filing from the division's active
1659 file.
1660 Section 20. Section 48-1b-106 is enacted to read:
1661 48-1b-106. Governing law.
1662 (1) Except as otherwise provided in Subsection (2), the law of the jurisdiction in which
1663 a partnership has its chief executive office governs relations among the partners and between
1664 the partners and the partnership.
1665 (2) The law of this state governs relations among the partners and between the partners
1666 and the partnership and the liability of partners for an obligation of a limited liability
1667 partnership.
1668 Section 21. Section 48-1b-107 is enacted to read:
1669 48-1b-107. Partnership subject to amendment or repeal of chapter.
1670 A partnership governed by this chapter is subject to any amendment to or repeal of this
1671 chapter.
1672 Section 22. Section 48-1b-201 is enacted to read:
1673
1674 48-1b-201. Partnership as entity.
1675 (1) A partnership is an entity distinct from its partners.
1676 (2) A limited liability partnership continues to be the same entity that existed before the
1677 filing of a statement of qualification with the division under Section 48-1b-1001 .
1678 Section 23. Section 48-1b-202 is enacted to read:
1679 48-1b-202. Formation of partnership.
1680 (1) Except as otherwise provided in Subsection (2), the association of two or more
1681 persons to carry on as co-owners a business for profit forms a partnership, whether or not the
1682 persons intend to form a partnership.
1683 (2) An association formed under a statute other than this chapter, a predecessor statute,
1684 or a comparable statute of another jurisdiction is not a partnership under this chapter.
1685 (3) In determining whether a partnership is formed, the following rules apply:
1686 (a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property,
1687 common property, or part ownership does not by itself establish a partnership, even if the
1688 co-owners share profits made by the use of the property.
1689 (b) The sharing of gross returns does not by itself establish a partnership, even if the
1690 persons sharing them have a joint or common right or interest in property from which the
1691 returns are derived.
1692 (c) A person who receives a share of the profits of a business is presumed to be a
1693 partner in the business, unless the profits were received in payment:
1694 (i) of a debt by installments or otherwise;
1695 (ii) for services as an independent contractor or of wages or other compensation to an
1696 employee;
1697 (iii) of rent;
1698 (iv) of an annuity or other retirement or health benefit to a beneficiary, representative,
1699 or designee of a deceased or retired partner;
1700 (v) of interest or other charge on a loan, even if the amount of payment varies with the
1701 profits of the business, including a direct or indirect present or future ownership of the
1702 collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
1703 (vi) for the sale of the goodwill of a business or other property by installments or
1704 otherwise.
1705 Section 24. Section 48-1b-203 is enacted to read:
1706 48-1b-203. Partnership property.
1707 Property acquired by a partnership is property of the partnership and not of the partners
1708 individually.
1709 Section 25. Section 48-1b-204 is enacted to read:
1710 48-1b-204. When property is partnership property.
1711 (1) Property is partnership property if acquired in the name of:
1712 (a) the partnership; or
1713 (b) one or more partners with an indication in the instrument transferring title to the
1714 property of the person's capacity as a partner or of the existence of a partnership but without an
1715 indication of the name of the partnership.
1716 (2) Property is acquired in the name of the partnership by a transfer to:
1717 (a) the partnership in its name; or
1718 (b) one or more partners in their capacity as partners in the partnership, if the name of
1719 the partnership is indicated in the instrument transferring title to the property.
1720 (3) Property is presumed to be partnership property if purchased with partnership
1721 assets, even if not acquired in the name of the partnership or of one or more partners with an
1722 indication in the instrument transferring title to the property of the person's capacity as a
1723 partner or of the existence of a partnership.
1724 (4) Property acquired in the name of one or more of the partners, without an indication
1725 in the instrument transferring title to the property of the person's capacity as a partner or of the
1726 existence of a partnership and without use of partnership assets, is presumed to be separate
1727 property, even if used for partnership purposes.
1728 Section 26. Section 48-1b-301 is enacted to read:
1729
1730 48-1b-301. Partner agent of partnership.
1731 Subject to the effect of a statement of partnership authority under Section 48-1b-303 :
1732 (1) Each partner is an agent of the partnership for the purpose of its business. An act of
1733 a partner, including the execution of an instrument in the partnership name, for apparently
1734 carrying on in the ordinary course the partnership business or business of the kind carried on by
1735 the partnership binds the partnership, unless the partner had no authority to act for the
1736 partnership in the particular matter and the person with whom the partner was dealing knew or
1737 had received a notification that the partner lacked authority.
1738 (2) An act of a partner which is not apparently for carrying on in the ordinary course
1739 the partnership business or business of the kind carried on by the partnership binds the
1740 partnership only if the act was authorized by the other partners.
1741 Section 27. Section 48-1b-302 is enacted to read:
1742 48-1b-302. Transfer of partnership property.
1743 (1) Partnership property may be transferred as follows:
1744 (a) Subject to the effect of a statement of partnership authority under Section
1745 48-1b-303 , partnership property held in the name of the partnership may be transferred by an
1746 instrument of transfer executed by a partner in the partnership name.
1747 (b) Partnership property held in the name of one or more partners with an indication in
1748 the instrument transferring the property to them of their capacity as partners or of the existence
1749 of a partnership, but without an indication of the name of the partnership, may be transferred by
1750 an instrument of transfer executed by the persons in whose name the property is held.
1751 (c) Partnership property held in the name of one or more persons other than the
1752 partnership, without an indication in the instrument transferring the property to them of their
1753 capacity as partners or of the existence of a partnership, may be transferred by an instrument of
1754 transfer executed by the persons in whose name the property is held.
1755 (2) A partnership may recover partnership property from a transferee only if it proves
1756 that execution of the instrument of initial transfer did not bind the partnership under Section
1757 48-1b-301 and:
1758 (a) as to a subsequent transferee who gave value for property transferred under
1759 Subsection (1)(a) and (b), proves that the subsequent transferee knew or had received a
1760 notification that the person who executed the instrument of initial transfer lacked authority to
1761 bind the partnership; or
1762 (b) as to a transferee who gave value for property transferred under Subsection (1)(c),
1763 proves that the transferee knew or had received a notification that the property was partnership
1764 property and that the person who executed the instrument of initial transfer lacked authority to
1765 bind the partnership.
1766 (3) A partnership may not recover partnership property from a subsequent transferee if
1767 the partnership would not have been entitled to recover the property, under Subsection (2),
1768 from any earlier transferee of the property.
1769 (4) If a person holds all of the partners' interests in the partnership, all of the
1770 partnership property vests in that person. The person may execute a document in the name of
1771 the partnership to evidence vesting of the property in that person and may file or record the
1772 document.
1773 Section 28. Section 48-1b-303 is enacted to read:
1774 48-1b-303. Statement of partnership authority.
1775 (1) A partnership may file with the division a statement of partnership authority,
1776 which:
1777 (a) must include:
1778 (i) the name of the partnership;
1779 (ii) the street address of its chief executive office and of one office in this state, if there
1780 is one;
1781 (iii) the names and mailing addresses of all of the partners or of an agent appointed and
1782 maintained by the partnership for the purpose of Subsection (2); and
1783 (iv) the names of the partners authorized to execute an instrument transferring real
1784 property held in the name of the partnership; and
1785 (b) may state the authority, or limitations on the authority, of some or all of the partners
1786 to enter into other transactions on behalf of the partnership and any other matter.
1787 (2) If a statement of partnership authority names an agent, the agent shall maintain a
1788 list of the names and mailing addresses of all of the partners and make it available to any
1789 person on request for good cause shown.
1790 (3) If a filed statement of partnership authority is executed pursuant to Subsection
1791 48-1b-105 (3) and states the name of the partnership but does not contain all of the other
1792 information required by Subsection (1), the statement nevertheless operates with respect to a
1793 person not a partner as provided in Subsections (4) and (5).
1794 (4) Except as otherwise provided in Subsection (7), a filed statement of partnership
1795 authority supplements the authority of a partner to enter into transactions on behalf of the
1796 partnership as follows:
1797 (a) Except for transfers of real property, a grant of authority contained in a filed
1798 statement of partnership authority is conclusive in favor of a person who gives value without
1799 knowledge to the contrary, so long as and to the extent that a limitation on that authority is not
1800 then contained in another filed statement. A filed cancellation of a limitation on authority
1801 revives the previous grant of authority.
1802 (b) A grant of authority to transfer real property held in the name of the partnership
1803 contained in a certified copy of a filed statement of partnership authority recorded in the office
1804 for recording transfers of that real property is conclusive in favor of a person who gives value
1805 without knowledge to the contrary, so long as and to the extent that a certified copy of a filed
1806 statement containing a limitation on that authority is not then of record in the office for
1807 recording transfers of that real property. The recording in the office for recording transfers of
1808 that real property of a certified copy of a filed cancellation of a limitation on authority revives
1809 the previous grant of authority.
1810 (5) A person not a partner is deemed to know of a limitation on the authority of a
1811 partner to transfer real property held in the name of the partnership if a certified copy of the
1812 filed statement containing the limitation on authority is of record in the office for recording
1813 transfers of that real property.
1814 (6) Except as otherwise provided in Subsections (4) and (5) and Sections 48-1b-704
1815 and 48-1b-805 , a person not a partner is not deemed to know of a limitation on the authority of
1816 a partner merely because the limitation is contained in a filed statement.
1817 (7) Unless earlier canceled and if not renewed, a filed statement of partnership
1818 authority is canceled by operation of law five years after the date on which the statement, or the
1819 most recent amendment, was filed with the division.
1820 (8) (a) If a partnership files a statement of partnership authority with the division under
1821 this section, the partnership is not required to file a certificate with the division under Title 42,
1822 Chapter 2, Conducting Business Under Assumed Name.
1823 (b) A filing with the division under Title 42, Chapter 2, Conducting Business Under
1824 Assumed Name:
1825 (i) is not subject to Subsection (7); and
1826 (ii) is subject to Section 42-2-8 .
1827 Section 29. Section 48-1b-304 is enacted to read:
1828 48-1b-304. Statement of denial.
1829 A partner or other person named as a partner in a filed statement of partnership
1830 authority or in a list maintained by an agent pursuant to Subsection 48-1b-303 (2) may file a
1831 statement of denial with the division stating the name of the partnership and the fact that is
1832 being denied, which may include denial of a person's authority or status as a partner. A
1833 statement of denial is a limitation on authority as provided in Subsections 48-1b-303 (4) and
1834 (5).
1835 Section 30. Section 48-1b-305 is enacted to read:
1836 48-1b-305. Partnership liable for partner's actionable conduct.
1837 (1) A partnership is liable for loss or injury caused to a person, or for a penalty
1838 incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner
1839 acting in the ordinary course of business of the partnership or with authority of the partnership.
1840 (2) If, in the course of the partnership's business or while acting with authority of the
1841 partnership, a partner receives or causes the partnership to receive money or property of a
1842 person not a partner, and the money or property is misapplied by a partner, the partnership is
1843 liable for the loss.
1844 Section 31. Section 48-1b-306 is enacted to read:
1845 48-1b-306. Partner's liability.
1846 (1) Except as otherwise provided in Subsections (2) and (3), all partners are liable
1847 jointly and severally for all obligations of the partnership unless otherwise agreed by the
1848 claimant or provided by law.
1849 (2) A person admitted as a partner into an existing partnership is not personally liable
1850 for any partnership obligation incurred before the person's admission as a partner.
1851 (3) (a) An obligation of a partnership incurred while the partnership is a limited
1852 liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of
1853 the partnership. A partner is not personally liable, directly or indirectly, by way of contribution
1854 or otherwise, for such an obligation solely by reason of being or so acting as a partner.
1855 (b) This Subsection (3) applies notwithstanding anything inconsistent in the
1856 partnership agreement that existed immediately before the vote required to become a limited
1857 liability partnership under Subsection 48-1b-1001 (2).
1858 (c) This Subsection (3) and Part 10, Limited Liability Partnerships, do not alter any law
1859 applicable to the relationship between a person providing a professional service and a person
1860 receiving the professional service, including liability arising out of those professional services.
1861 A person providing a professional service remains personally liable for a result of that person's
1862 act or omission.
1863 Section 32. Section 48-1b-307 is enacted to read:
1864 48-1b-307. Actions by and against partnership and partners.
1865 (1) A partnership may sue and be sued in the name of the partnership.
1866 (2) An action may be brought against the partnership and, to the extent not inconsistent
1867 with Section 48-1b-306 , any or all of the partners in the same action or in separate actions.
1868 (3) A judgment against a partnership is not by itself a judgment against a partner. A
1869 judgment against a partnership may not be satisfied from a partner's assets unless there is also a
1870 judgment against the partner.
1871 (4) A judgment creditor of a partner may not levy execution against the assets of the
1872 partner to satisfy a judgment based on a claim against the partnership unless the partner is
1873 personally liable for the claim under Section 48-1b-306 and:
1874 (a) a judgment based on the same claim has been obtained against the partnership and a
1875 writ of execution on the judgment has been returned unsatisfied in whole or in part;
1876 (b) the partnership is a debtor in bankruptcy;
1877 (c) the partner has agreed that the creditor need not exhaust partnership assets;
1878 (d) a court grants permission to the judgment creditor to levy execution against the
1879 assets of a partner based on a finding that partnership assets subject to execution are clearly
1880 insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively
1881 burdensome, or that the grant of permission is an appropriate exercise of the court's equitable
1882 powers; or
1883 (e) liability is imposed on the partner by law or contract independent of the existence of
1884 the partnership.
1885 (5) This section applies to any partnership liability or obligation resulting from a
1886 representation by a partner or purported partner under Section 48-1b-308 .
1887 Section 33. Section 48-1b-308 is enacted to read:
1888 48-1b-308. Liability of purported partner.
1889 (1) If a person, by words or conduct, purports to be a partner, or consents to being
1890 represented by another as a partner, in a partnership or with one or more persons not partners,
1891 the purported partner is liable to a person to whom the representation is made, if that person,
1892 relying on the representation, enters into a transaction with the actual or purported partnership.
1893 If the representation, either by the purported partner or by a person with the purported partner's
1894 consent, is made in a public manner, the purported partner is liable to a person who relies upon
1895 the purported partnership even if the purported partner is not aware of being held out as a
1896 partner to the claimant. If partnership liability results, the purported partner is liable with
1897 respect to that liability as if the purported partner were a partner. If no partnership liability
1898 results, the purported partner is liable with respect to that liability jointly and severally with any
1899 other person consenting to the representation.
1900 (2) If a person is thus represented to be a partner in an existing partnership, or with one
1901 or more persons not partners, the purported partner is an agent of persons consenting to the
1902 representation to bind them to the same extent and in the same manner as if the purported
1903 partner were a partner, with respect to persons who enter into transactions in reliance upon the
1904 representation. If all of the partners of the existing partnership consent to the representation, a
1905 partnership act or obligation results. If fewer than all of the partners of the existing partnership
1906 consent to the representation, the person acting and the partners consenting to the
1907 representation are jointly and severally liable.
1908 (3) A person is not liable as a partner merely because the person is named by another in
1909 a statement of partnership authority.
1910 (4) A person does not continue to be liable as a partner merely because of a failure to
1911 file a statement of dissociation or to amend a statement of partnership authority with the
1912 division to indicate the partner's dissociation from the partnership.
1913 (5) Except as otherwise provided in Subsections (1) and (2), persons who are not
1914 partners as to each other are not liable as partners to other persons.
1915 Section 34. Section 48-1b-401 is enacted to read:
1916
1917 48-1b-401. Partner's rights and duties.
1918 (1) Each partner is deemed to have an account that is:
1919 (a) credited with an amount equal to the money plus the value of any other property,
1920 net of the amount of any liabilities, the partner contributes to the partnership and the partner's
1921 share of the partnership profits; and
1922 (b) charged with an amount equal to the money plus the value of any other property,
1923 net of the amount of any liabilities, distributed by the partnership to the partner and the
1924 partner's share of the partnership losses.
1925 (2) Each partner is entitled to an equal share of the partnership profits and is chargeable
1926 with a share of the partnership losses in proportion to the partner's share of the profits.
1927 (3) A partnership shall reimburse a partner for payments made and indemnify a partner
1928 for liabilities incurred by the partner in the ordinary course of the business of the partnership or
1929 for the preservation of its business or property.
1930 (4) A partnership shall reimburse a partner for an advance to the partnership beyond
1931 the amount of capital the partner agreed to contribute.
1932 (5) A payment or advance made by a partner which gives rise to a partnership
1933 obligation under Subsection (3) or (4) constitutes a loan to the partnership which accrues
1934 interest from the date of the payment or advance.
1935 (6) Each partner has equal rights in the management and conduct of the partnership
1936 business.
1937 (7) A partner may use or possess partnership property only on behalf of the partnership.
1938 (8) A partner is not entitled to remuneration for services performed for the partnership,
1939 except for reasonable compensation for services rendered in winding up the business of the
1940 partnership.
1941 (9) A person may become a partner only with the consent of all of the partners.
1942 (10) A difference arising as to a matter in the ordinary course of business of a
1943 partnership may be decided by a majority of the partners. An act outside the ordinary course of
1944 business of a partnership and an amendment to the partnership agreement may be undertaken
1945 only with the consent of all of the partners.
1946 (11) This section does not affect the obligations of a partnership to other persons under
1947 Section 48-1b-301 .
1948 Section 35. Section 48-1b-402 is enacted to read:
1949 48-1b-402. Distributions in kind.
1950 A partner has no right to receive, and may not be required to accept, a distribution in
1951 kind.
1952 Section 36. Section 48-1b-403 is enacted to read:
1953 48-1b-403. Partner's rights and duties with respect to information.
1954 (1) A partnership shall keep its books and records, if any, at its chief executive office.
1955 (2) A partnership shall provide partners and their agents and attorneys access to its
1956 books and records. It shall provide former partners and their agents and attorneys access to
1957 books and records pertaining to the period during which they were partners. The right of
1958 access provides the opportunity to inspect and copy books and records during ordinary business
1959 hours. A partnership may impose a reasonable charge, covering the costs of labor and material,
1960 for copies of documents furnished.
1961 (3) Each partner and the partnership shall furnish to a partner, and to the legal
1962 representative of a deceased partner or partner under legal disability:
1963 (a) without demand, any information concerning the partnership's business and affairs
1964 reasonably required for the proper exercise of the partner's rights and duties under the
1965 partnership agreement or this chapter; and
1966 (b) on demand, any other information concerning the partnership's business and affairs,
1967 except to the extent the demand or the information demanded is unreasonable or otherwise
1968 improper under the circumstances.
1969 Section 37. Section 48-1b-404 is enacted to read:
1970 48-1b-404. General standards of partner's conduct.
1971 (1) The only fiduciary duties a partner owes to the partnership and the other partners
1972 are the duty of loyalty and the duty of care set forth in Subsections (2) and (3).
1973 (2) A partner's duty of loyalty to the partnership and the other partners is limited to the
1974 following:
1975 (a) to account to the partnership and hold as trustee for it any property, profit, or
1976 benefit derived by the partner in the conduct and winding up of the partnership business or
1977 derived from a use by the partner of partnership property, including the appropriation of a
1978 partnership opportunity;
1979 (b) to refrain from dealing with the partnership in the conduct or winding up of the
1980 partnership business as or on behalf of a party having an interest adverse to the partnership; and
1981 (c) to refrain from competing with the partnership in the conduct of the partnership
1982 business before the dissolution of the partnership.
1983 (3) A partner's duty of care to the partnership and the other partners in the conduct and
1984 winding up of the partnership business is limited to refraining from engaging in grossly
1985 negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
1986 (4) A partner shall discharge the duties to the partnership and the other partners under
1987 this chapter or under the partnership agreement and exercise any rights consistently with the
1988 obligation of good faith and fair dealing.
1989 (5) A partner does not violate a duty or obligation under this chapter or under the
1990 partnership agreement merely because the partner's conduct furthers the partner's own interest.
1991 (6) A partner may lend money to and transact other business with the partnership, and
1992 as to each loan or transaction the rights and obligations of the partner are the same as those of a
1993 person who is not a partner, subject to other applicable law.
1994 (7) This section applies to a person winding up the partnership business as the personal
1995 or legal representative of the last surviving partner as if the person were a partner.
1996 Section 38. Section 48-1b-405 is enacted to read:
1997 48-1b-405. Actions by partnership and partners.
1998 (1) A partnership may maintain an action against a partner for a breach of the
1999 partnership agreement, or for the violation of a duty to the partnership, causing harm to the
2000 partnership.
2001 (2) A partner may maintain an action against the partnership or another partner for
2002 legal or equitable relief, with or without an accounting as to partnership business, to:
2003 (a) enforce the partner's rights under the partnership agreement;
2004 (b) enforce the partner's rights under this chapter, including:
2005 (i) the partner's rights under Section 48-1b-401 , 48-1b-403 , or 48-1b-404 ;
2006 (ii) the partner's right on dissociation to have the partner's interest in the partnership
2007 purchased pursuant to Section 48-1b-701 or enforce any other right under Part 6, Partner's
2008 Dissociation, or Part 7, Partner's Dissociation When Business Not Wound Up; or
2009 (iii) the partner's right to compel a dissolution and winding up of the partnership
2010 business under Section 48-1b-801 or enforce any other right under Part 8, Winding Up
2011 Partnership Business; or
2012 (c) enforce the rights and otherwise protect the interests of the partner, including rights
2013 and interests arising independently of the partnership relationship.
2014 (3) The accrual of, and any time limitation on, a right of action for a remedy under this
2015 section is governed by other law. A right to an accounting upon a dissolution and winding up
2016 does not revive a claim barred by law.
2017 Section 39. Section 48-1b-406 is enacted to read:
2018 48-1b-406. Continuation of partnership beyond definite term or particular
2019 undertaking.
2020 (1) If a partnership for a definite term or particular undertaking is continued, without
2021 an express agreement, after the expiration of the term or completion of the undertaking, the
2022 rights and duties of the partners remain the same as they were at the expiration or completion,
2023 so far as is consistent with a partnership at will.
2024 (2) If the partners, or those of them who habitually acted in the business during the
2025 term or undertaking, continue the business without any settlement or liquidation of the
2026 partnership, they are presumed to have agreed that the partnership will continue.
2027 Section 40. Section 48-1b-501 is enacted to read:
2028
2029 48-1b-501. Partner not co-owner of partnership property.
2030 A partner is not a co-owner of partnership property and has no interest in partnership
2031 property which can be transferred, either voluntarily or involuntarily.
2032 Section 41. Section 48-1b-502 is enacted to read:
2033 48-1b-502. Partner's transferable interest in partnership.
2034 The only transferable interest of a partner in the partnership is the partner's share of the
2035 profits and losses of the partnership and the partner's right to receive distributions. The interest
2036 is personal property.
2037 Section 42. Section 48-1b-503 is enacted to read:
2038 48-1b-503. Transfer of partner's transferable interest.
2039 (1) A transfer, in whole or in part, of a partner's transferable interest in the partnership:
2040 (a) is permissible;
2041 (b) does not by itself cause the partner's dissociation or a dissolution and winding up of
2042 the partnership business; and
2043 (c) does not, as against the other partners or the partnership, entitle the transferee,
2044 during the continuance of the partnership, to participate in the management or conduct of the
2045 partnership business, to require access to information concerning partnership transactions, or to
2046 inspect or copy the partnership books or records.
2047 (2) A transferee of a partner's transferable interest in the partnership has a right:
2048 (a) to receive, in accordance with the transfer, distributions to which the transferor
2049 would otherwise be entitled; and
2050 (b) to receive upon the dissolution and winding up of the partnership business, in
2051 accordance with the transfer, the net amount otherwise distributable to the transferor.
2052 (3) In a dissolution and winding up, a transferee is entitled to an account of partnership
2053 transactions only from the date of the latest account agreed to by all of the partners.
2054 (4) Upon transfer, the transferor retains the rights and duties of a partner other than the
2055 interest in distributions transferred.
2056 (5) A partnership need not give effect to a transferee's rights under this section until it
2057 has notice of the transfer.
2058 (6) A transfer of a partner's transferable interest in the partnership in violation of a
2059 restriction on transfer contained in the partnership agreement is ineffective as to a person
2060 having notice of the restriction at the time of transfer.
2061 Section 43. Section 48-1b-504 is enacted to read:
2062 48-1b-504. Partner's transferable interest subject to charging order.
2063 (1) On application by a judgment creditor of a partner or of a partner's transferee, a
2064 court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy
2065 the judgment. The court may appoint a receiver of the share of the distributions due or to
2066 become due to the judgment debtor in respect of the partnership and make all other orders,
2067 directions, accounts, and inquiries the judgment debtor might have made or which the
2068 circumstances of the case may require.
2069 (2) A charging order constitutes a lien on the judgment debtor's transferable interest in
2070 the partnership. The court may order a foreclosure of the interest subject to the charging order
2071 at any time. The purchaser at the foreclosure sale has the rights of a transferee.
2072 (3) At any time before foreclosure, an interest charged may be redeemed:
2073 (a) by the judgment debtor;
2074 (b) with property other than partnership property, by one or more of the other partners;
2075 or
2076 (c) with partnership property, by one or more of the other partners with the consent of
2077 all of the partners whose interests are not so charged.
2078 (4) This chapter does not deprive a partner of a right under exemption laws with
2079 respect to the partner's interest in the partnership.
2080 (5) This section provides the exclusive remedy by which a judgment creditor of a
2081 partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable
2082 interest in the partnership.
2083 Section 44. Section 48-1b-601 is enacted to read:
2084
2085 48-1b-601. Events causing partner's dissociation.
2086 A partner is dissociated from a partnership upon the occurrence of any of the following
2087 events:
2088 (1) the partnership's having notice of the partner's express will to withdraw as a partner
2089 or on a later date specified by the partner;
2090 (2) an event agreed to in the partnership agreement as causing the partner's
2091 dissociation;
2092 (3) the partner's expulsion pursuant to the partnership agreement;
2093 (4) the partner's expulsion by the unanimous vote of the other partners if:
2094 (a) it is unlawful to carry on the partnership business with that partner;
2095 (b) there has been a transfer of all or substantially all of that partner's transferable
2096 interest in the partnership, other than a transfer for security purposes, or a court order charging
2097 the partner's interest, which has not been foreclosed;
2098 (c) within 90 days after the partnership notifies a corporate partner that it will be
2099 expelled because it has filed a certificate of dissolution or the equivalent, its charter has been
2100 revoked, or its right to conduct business has been suspended by the jurisdiction of its
2101 incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its
2102 charter or its right to conduct business; or
2103 (d) a partnership that is a partner has been dissolved and its business is being wound
2104 up;
2105 (5) on application by the partnership or another partner, the partner's expulsion by
2106 judicial determination because:
2107 (a) the partner engaged in wrongful conduct that adversely and materially affected the
2108 partnership business;
2109 (b) the partner willfully or persistently committed a material breach of the partnership
2110 agreement or of a duty owed to the partnership or the other partners under Section 48-1b-404 ;
2111 or
2112 (c) the partner engaged in conduct relating to the partnership business which makes it
2113 not reasonably practicable to carry on the business in partnership with the partner;
2114 (6) the partner's:
2115 (a) becoming a debtor in bankruptcy;
2116 (b) executing an assignment for the benefit of creditors;
2117 (c) seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or
2118 liquidator of that partner or of all or substantially all of that partner's property; or
2119 (d) failing, within 90 days after the appointment, to have vacated or stayed the
2120 appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the
2121 partner's property obtained without the partner's consent or acquiescence, or failing within 90
2122 days after the expiration of a stay to have the appointment vacated;
2123 (7) in the case of a partner who is an individual:
2124 (a) the partner's death;
2125 (b) the appointment of a guardian or general conservator for the partner; or
2126 (c) a judicial determination that the partner has otherwise become incapable of
2127 performing the partner's duties under the partnership agreement;
2128 (8) in the case of a partner that is a trust or is acting as a partner by virtue of being a
2129 trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not
2130 merely by reason of the substitution of a successor trustee;
2131 (9) in the case of a partner that is an estate or is acting as a partner by virtue of being a
2132 personal representative of an estate, distribution of the estate's entire transferable interest in the
2133 partnership, but not merely by reason of the substitution of a successor personal representative;
2134 or
2135 (10) termination of a partner who is not an individual, partnership, corporation, trust,
2136 or estate.
2137 Section 45. Section 48-1b-602 is enacted to read:
2138 48-1b-602. Partner's power to dissociate -- Wrongful dissociation.
2139 (1) A partner has the power to dissociate at any time, rightfully or wrongfully, by
2140 express will pursuant to Subsection 48-1b-601 (1).
2141 (2) A partner's dissociation is wrongful only if:
2142 (a) it is in breach of an express provision of the partnership agreement; or
2143 (b) in the case of a partnership for a definite term or particular undertaking, before the
2144 expiration of the term or the completion of the undertaking:
2145 (i) the partner withdraws by express will, unless the withdrawal follows within 90 days
2146 after another partner's dissociation by death or otherwise under Subsection 48-1b-601 (6)
2147 through (10) or wrongful dissociation under this Subsection (2);
2148 (ii) the partner is expelled by judicial determination under Subsection 48-1b-601 (5);
2149 (iii) the partner is dissociated by becoming a debtor in bankruptcy; or
2150 (iv) in the case of a partner who is not an individual, trust other than a business trust, or
2151 estate, the partner is expelled or otherwise dissociated because it willfully dissolved or
2152 terminated.
2153 (3) A partner who wrongfully dissociates is liable to the partnership and to the other
2154 partners for damages caused by the dissociation. The liability is in addition to any other
2155 obligation of the partner to the partnership or to the other partners.
2156 Section 46. Section 48-1b-603 is enacted to read:
2157 48-1b-603. Effect of partner's dissociation.
2158 (1) (a) If a partner's dissociation results in a dissolution and winding up of the
2159 partnership business, Part 8, Winding Up Partnership Business, applies.
2160 (b) Except as provided in Subsection (1)(a), Part 7, Partner's Dissociation When
2161 Business Not Wound Up, applies.
2162 (2) Upon a partner's dissociation:
2163 (a) the partner's right to participate in the management and conduct of the partnership
2164 business terminates, except as otherwise provided in Section 48-1b-803 ;
2165 (b) the partner's duty of loyalty under Subsection 48-1b-404 (2)(c) terminates; and
2166 (c) the partner's duty of loyalty under Subsections 48-1b-404 (2)(a) and (b) and duty of
2167 care under Subsection 48-1b-404 (3) continue only with regard to matters arising and events
2168 occurring before the partner's dissociation, unless the partner participates in winding up the
2169 partnership's business pursuant to Section 48-1b-803 .
2170 Section 47. Section 48-1b-701 is enacted to read:
2171
2172 48-1b-701. Purchase of dissociated partner's interest.
2173 (1) If a partner is dissociated from a partnership without resulting in a dissolution and
2174 winding up of the partnership business under Section 48-1b-801 , the partnership shall cause the
2175 dissociated partner's interest in the partnership to be purchased for a buyout price determined
2176 pursuant to Subsection (2).
2177 (2) The buyout price of a dissociated partner's interest is the amount that would have
2178 been distributable to the dissociating partner under Subsection 48-1b-807 (2) if, on the date of
2179 dissociation, the assets of the partnership were sold at a price equal to the greater of the
2180 liquidation value or the value based on a sale of the entire business as a going concern without
2181 the dissociated partner and the partnership were wound up as of that date. Interest must be paid
2182 from the date of dissociation to the date of payment.
2183 (3) Damages for wrongful dissociation under Subsection 48-1b-602 (2), and all other
2184 amounts owing, whether or not presently due, from the dissociated partner to the partnership,
2185 must be offset against the buyout price. Interest must be paid from the date the amount owed
2186 becomes due to the date of payment.
2187 (4) A partnership shall indemnify a dissociated partner whose interest is being
2188 purchased against all partnership liabilities, whether incurred before or after the dissociation,
2189 except liabilities incurred by an act of the dissociated partner under Section 48-1b-702 .
2190 (5) If no agreement for the purchase of a dissociated partner's interest is reached within
2191 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in
2192 cash to the dissociated partner the amount the partnership estimates to be the buyout price and
2193 accrued interest, reduced by any offsets and accrued interest under Subsection (3).
2194 (6) If a deferred payment is authorized under Subsection (8), the partnership may
2195 tender a written offer to pay the amount it estimates to be the buyout price and accrued interest,
2196 reduced by any offsets under Subsection (3), stating the time of payment, the amount and type
2197 of security for payment, and the other terms and conditions of the obligation.
2198 (7) The payment or tender required by Subsection (5) or (6) must be accompanied by
2199 the following:
2200 (a) a statement of partnership assets and liabilities as of the date of dissociation;
2201 (b) the latest available partnership balance sheet and income statement, if any;
2202 (c) an explanation of how the estimated amount of the payment was calculated; and
2203 (d) written notice that the payment is in full satisfaction of the obligation to purchase
2204 unless, within 120 days after the written notice, the dissociated partner commences an action to
2205 determine the buyout price, any offsets under Subsection (3), or other terms of the obligation to
2206 purchase.
2207 (8) A partner who wrongfully dissociates before the expiration of a definite term or the
2208 completion of a particular undertaking is not entitled to payment of any portion of the buyout
2209 price until the expiration of the term or completion of the undertaking, unless the partner
2210 establishes to the satisfaction of the court that earlier payment will not cause undue hardship to
2211 the business of the partnership. A deferred payment must be adequately secured and bear
2212 interest.
2213 (9) A dissociated partner may maintain an action against the partnership, pursuant to
2214 Subsection 48-1b-405 (2)(b)(ii), to determine the buyout price of that partner's interest, any
2215 offsets under Subsection (3), or other terms of the obligation to purchase. The action must be
2216 commenced within 120 days after the partnership has tendered payment or an offer to pay or
2217 within one year after written demand for payment if no payment or offer to pay is tendered.
2218 The court shall determine the buyout price of the dissociated partner's interest, any offset due
2219 under Subsection (3), and accrued interest, and enter judgment for any additional payment or
2220 refund. If deferred payment is authorized under Subsection (8), the court shall also determine
2221 the security for payment and other terms of the obligation to purchase. The court may assess
2222 reasonable attorney fees and the fees and expenses of appraisers or other experts for a party to
2223 the action, in amounts the court finds equitable, against a party that the court finds acted
2224 arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's
2225 failure to tender payment or an offer to pay or to comply with Subsection (7).
2226 Section 48. Section 48-1b-702 is enacted to read:
2227 48-1b-702. Dissociated partner's power to bind and liability to partnership.
2228 (1) For two years after a partner dissociates without resulting in a dissolution and
2229 winding up of the partnership business, the partnership, including a surviving partnership under
2230 Part 9, Merger, Conversion, and Domestication, is bound by an act of the dissociated partner
2231 which would have bound the partnership under Section 48-1b-301 before dissociation only if at
2232 the time of entering into the transaction the other party:
2233 (a) reasonably believed that the dissociated partner was then a partner;
2234 (b) did not have notice of the partner's dissociation; and
2235 (c) is not deemed to have had knowledge under Subsection 48-1b-303 (5) or notice
2236 under Subsection 48-1b-704 (3).
2237 (2) A dissociated partner is liable to the partnership for any damage caused to the
2238 partnership arising from an obligation incurred by the dissociated partner after dissociation for
2239 which the partnership is liable under Subsection (1).
2240 Section 49. Section 48-1b-703 is enacted to read:
2241 48-1b-703. Dissociated partner's liability to other persons.
2242 (1) A partner's dissociation does not of itself discharge the partner's liability for a
2243 partnership obligation incurred before dissociation. A dissociated partner is not liable for a
2244 partnership obligation incurred after dissociation, except as otherwise provided in Subsection
2245 (2).
2246 (2) A partner who dissociates without resulting in a dissolution and winding up of the
2247 partnership business is liable as a partner to the other party in a transaction entered into by the
2248 partnership, or a surviving partnership under Part 9, Merger, Conversion, and Domestication,
2249 within two years after the partner's dissociation, only if the partner is liable for the obligation
2250 under Section 48-1b-306 and at the time of entering into the transaction the other party:
2251 (a) reasonably believed that the dissociated partner was then a partner;
2252 (b) did not have notice of the partner's dissociation; and
2253 (c) is not deemed to have had knowledge under Subsection 48-1b-303 (5) or notice
2254 under Subsection 48-1b-704 (3).
2255 (3) By agreement with the partnership creditor and the partners continuing the
2256 business, a dissociated partner may be released from liability for a partnership obligation.
2257 (4) A dissociated partner is released from liability for a partnership obligation if a
2258 partnership creditor, with notice of the partner's dissociation but without the partner's consent,
2259 agrees to a material alteration in the nature or time of payment of a partnership obligation.
2260 Section 50. Section 48-1b-704 is enacted to read:
2261 48-1b-704. Statement of dissociation.
2262 (1) A dissociated partner or the partnership may file a statement of dissociation with
2263 the division stating the name of the partnership and that the partner is dissociated from the
2264 partnership.
2265 (2) A statement of dissociation is a limitation on the authority of a dissociated partner
2266 for the purposes of Subsections 48-1b-303 (4) and (5).
2267 (3) For the purposes of Subsections 48-1b-702 (1)(c) and 48-1b-703 (2)(c), a person not
2268 a partner is deemed to have notice of the dissociation 90 days after the statement of
2269 dissociation is filed.
2270 Section 51. Section 48-1b-705 is enacted to read:
2271 48-1b-705. Continued use of partnership name.
2272 Continued use of a partnership name, or a dissociated partner's name as part thereof, by
2273 partners continuing the business does not of itself make the dissociated partner liable for an
2274 obligation of the partners or the partnership continuing the business.
2275 Section 52. Section 48-1b-801 is enacted to read:
2276
2277 48-1b-801. Events causing dissolution and winding up of partnership business.
2278 A partnership is dissolved, and its business must be wound up, only upon the
2279 occurrence of any of the following events:
2280 (1) in a partnership at will, the partnership's having notice from a partner, other than a
2281 partner who is dissociated under Subsections 48-1b-601 (2) through (10), of that partner's
2282 express will to withdraw as a partner, or on a later date specified by the partner;
2283 (2) in a partnership for a definite term or particular undertaking:
2284 (a) within 90 days after a partner's dissociation by death or otherwise under
2285 Subsections 48-1b-601 (6) through (10) or wrongful dissociation under Subsection
2286 48-1b-602 (2), the express will of at least half of the remaining partners to wind up the
2287 partnership business, for which purpose a partner's rightful dissociation pursuant to Subsection
2288 48-1b-602 (2)(b)(i) constitutes the expression of that partner's will to wind up the partnership
2289 business;
2290 (b) the express will of all of the partners to wind up the partnership business; or
2291 (c) the expiration of the term or the completion of the undertaking;
2292 (3) an event agreed to in the partnership agreement resulting in the winding up of the
2293 partnership business;
2294 (4) an event that makes it unlawful for all or substantially all of the business of the
2295 partnership to be continued, but a cure of illegality within 90 days after notice to the
2296 partnership of the event is effective retroactively to the date of the event for purposes of this
2297 section;
2298 (5) on application by a partner, a judicial determination that:
2299 (a) the economic purpose of the partnership is likely to be unreasonably frustrated;
2300 (b) another partner has engaged in conduct relating to the partnership business which
2301 makes it not reasonably practicable to carry on the business in partnership with that partner; or
2302 (c) it is not otherwise reasonably practicable to carry on the partnership business in
2303 conformity with the partnership agreement; or
2304 (6) on application by a transferee of a partner's transferable interest, a judicial
2305 determination that it is equitable to wind up the partnership business:
2306 (a) after the expiration of the term or completion of the undertaking, if the partnership
2307 was for a definite term or particular undertaking at the time of the transfer or entry of the
2308 charging order that gave rise to the transfer; or
2309 (b) at any time, if the partnership was a partnership at will at the time of the transfer or
2310 entry of the charging order that gave rise to the transfer.
2311 Section 53. Section 48-1b-802 is enacted to read:
2312 48-1b-802. Partnership continues after dissolution.
2313 (1) Subject to Subsection (2), a partnership continues after dissolution only for the
2314 purpose of winding up its business. The partnership is terminated when the winding up of its
2315 business is completed.
2316 (2) At any time after the dissolution of a partnership and before the winding up of its
2317 business is completed, all of the partners, including any dissociating partner other than a
2318 wrongfully dissociating partner, may waive the right to have the partnership's business wound
2319 up and the partnership terminated. In that event:
2320 (a) the partnership resumes carrying on its business as if dissolution had never
2321 occurred, and any liability incurred by the partnership or a partner after the dissolution and
2322 before the waiver is determined as if dissolution had never occurred; and
2323 (b) the rights of a third party accruing under Subsection 48-1b-804 (1) or arising out of
2324 conduct in reliance on the dissolution before the third party knew or received a notification of
2325 the waiver may not be adversely affected.
2326 Section 54. Section 48-1b-803 is enacted to read:
2327 48-1b-803. Right to wind up partnership business.
2328 (1) After dissolution, a partner who has not wrongfully dissociated may participate in
2329 winding up the partnership's business, but on application of any partner, partner's legal
2330 representative, or transferee, the district court, for good cause shown, may order judicial
2331 supervision of the winding up.
2332 (2) The legal representative of the last surviving partner may wind up a partnership's
2333 business.
2334 (3) A person winding up a partnership's business may preserve the partnership business
2335 or property as a going concern for a reasonable time, prosecute and defend actions and
2336 proceedings, whether civil, criminal, or administrative, settle and close the partnership's
2337 business, dispose of and transfer the partnership's property, discharge the partnership's
2338 liabilities, distribute the assets of the partnership pursuant to Section 48-1b-807 , settle disputes
2339 by mediation or arbitration, and perform other necessary acts.
2340 Section 55. Section 48-1b-804 is enacted to read:
2341 48-1b-804. Partner's power to bind partnership after dissolution.
2342 Subject to Section 48-1b-805 , a partnership is bound by a partner's act after dissolution
2343 that:
2344 (1) is appropriate for winding up the partnership business; or
2345 (2) would have bound the partnership under Section 48-1b-301 before dissolution, if
2346 the other party to the transaction did not have notice of the dissolution.
2347 Section 56. Section 48-1b-805 is enacted to read:
2348 48-1b-805. Statement of dissolution.
2349 (1) After dissolution, a partner who has not wrongfully dissociated may file a statement
2350 of dissolution with the division stating the name of the partnership and that the partnership has
2351 dissolved and is winding up its business.
2352 (2) A statement of dissolution cancels a filed statement of partnership authority for the
2353 purposes of Subsection 48-1b-303 (4) and is a limitation on authority for the purposes of
2354 Subsection 48-1b-303 (5).
2355 (3) For the purposes of Sections 48-1b-301 and 48-1b-804 , a person not a partner is
2356 deemed to have notice of the dissolution and the limitation on the partner's authority as a result
2357 of the statement of dissolution 90 days after it is filed.
2358 (4) After filing and, if appropriate, recording a statement of dissolution, a dissolved
2359 partnership may file and, if appropriate, record a statement of partnership authority which will
2360 operate with respect to a person not a partner as provided in Subsections 48-1b-303 (4) and (5)
2361 in any transaction, whether or not the transaction is appropriate for winding up the partnership
2362 business.
2363 Section 57. Section 48-1b-806 is enacted to read:
2364 48-1b-806. Partner's liability to other partners after dissolution.
2365 (1) Except as otherwise provided in Subsection (2) and Section 48-1b-306 , after
2366 dissolution a partner is liable to the other partners for the partner's share of any partnership
2367 liability incurred under Section 48-1b-804 .
2368 (2) A partner who, with knowledge of the dissolution, incurs a partnership liability
2369 under Subsection 48-1b-804 (2) by an act that is not appropriate for winding up the partnership
2370 business is liable to the partnership for any damage caused to the partnership arising from the
2371 liability.
2372 Section 58. Section 48-1b-807 is enacted to read:
2373 48-1b-807. Settlement of accounts and contributions among partners.
2374 (1) In winding up a partnership's business, the assets of the partnership, including the
2375 contributions of the partners required by this section, must be applied to discharge its
2376 obligations to creditors, including, to the extent permitted by law, partners who are creditors.
2377 Any surplus must be applied to pay in cash the net amount distributable to partners in
2378 accordance with their right to distributions under Subsection (2).
2379 (2) Each partner is entitled to a settlement of all partnership accounts upon winding up
2380 the partnership business. In settling accounts among the partners, profits and losses that result
2381 from the liquidation of the partnership assets must be credited and charged to the partners'
2382 accounts. The partnership shall make a distribution to a partner in an amount equal to any
2383 excess of the credits over the charges in the partner's account. A partner shall contribute to the
2384 partnership an amount equal to any excess of the charges over the credits in the partner's
2385 account but excluding from the calculation charges attributable to an obligation for which the
2386 partner is not personally liable under Section 48-1b-306 .
2387 (3) If a partner fails to contribute the full amount required under Subsection (2), all of
2388 the other partners shall contribute, in the proportions in which those partners share partnership
2389 losses, the additional amount necessary to satisfy the partnership obligations for which they are
2390 personally liable under Section 48-1b-306 . A partner or partner's legal representative may
2391 recover from the other partners any contributions the partner makes to the extent the amount
2392 contributed exceeds that partner's share of the partnership obligations for which the partner is
2393 personally liable under Section 48-1b-306 .
2394 (4) After the settlement of accounts, each partner shall contribute, in the proportion in
2395 which the partner shares partnership losses, the amount necessary to satisfy partnership
2396 obligations that were not known at the time of the settlement and for which the partner is
2397 personally liable under Section 48-1b-306 .
2398 (5) The estate of a deceased partner is liable for the partner's obligation to contribute to
2399 the partnership.
2400 (6) An assignee for the benefit of creditors of a partnership or a partner, or a person
2401 appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's
2402 obligation to contribute to the partnership.
2403 Section 59. Section 48-1b-901 is enacted to read:
2404
2405 48-1b-901. Definitions.
2406 In this part:
2407 (1) "Constituent organization" means an organization that is party to a merger.
2408 (2) "Constituent partnership" means a constituent organization that is a partnership.
2409 (3) "Converted organization" means the organization into which a converting
2410 organization converts pursuant to Sections 48-1b-906 through 48-1b-909 .
2411 (4) "Converting organization" means an organization that converts into another
2412 organization pursuant to Section 48-1b-906 .
2413 (5) "Converting partnership" means a converting organization that is a partnership.
2414 (6) "Domesticated limited liability partnership" means a limited liability partnership
2415 that exists after a domesticating foreign limited liability partnership or limited liability
2416 partnership effects a domestication pursuant to Sections 48-1b-910 through 48-1b-913 .
2417 (7) "Domesticating limited liability partnership" means a limited liability partnership
2418 that effects a domestication pursuant to Sections 48-1b-910 through 48-1b-913 .
2419 (8) "Foreign partnership" means a partnership that has:
2420 (a) its chief executive office in a jurisdiction other than this state; or
2421 (b) specified in its partnership agreement that relations among the partners and between
2422 the partners and the partnership will be governed by the law of a jurisdiction other than this
2423 state.
2424 (9) "Governing statute" means the statute that governs an organization's internal affairs.
2425 (10) (a) "Organization" means:
2426 (i) a general partnership, including a limited liability partnership;
2427 (ii) a limited partnership, including a limited liability limited partnership;
2428 (iii) a limited liability company;
2429 (iv) a business trust;
2430 (v) a corporation; or
2431 (vi) any other person having a governing statute.
2432 (b) "Organization" includes a domestic or foreign organization regardless of whether
2433 organized for profit.
2434 (11) "Organizational documents" means:
2435 (a) for a domestic or foreign general partnership, its partnership agreement;
2436 (b) for a limited partnership or foreign limited partnership, its certificate of limited
2437 partnership and partnership agreement;
2438 (c) for a domestic or foreign limited liability company, its certificate or articles of
2439 organization and operating agreement, or comparable records as provided in its governing
2440 statute;
2441 (d) for a business trust, its agreement of trust and declaration of trust;
2442 (e) for a domestic or foreign corporation for profit, its articles of incorporation, bylaws,
2443 and other agreements among its shareholders which are authorized by its governing statute, or
2444 comparable records as provided in its governing statute; and
2445 (f) for any other organization, the basic records that create the organization and
2446 determine its internal governance and the relations among the persons that own it, have an
2447 interest in it, or are members of it.
2448 (12) "Personal liability" means liability for a debt, obligation, or other liability of an
2449 organization which is imposed on a person that co-owns, has an interest in, or is a member of
2450 the organization:
2451 (a) by the governing statute solely by reason of the person co-owning, having an
2452 interest in, or being a member of the organization; or
2453 (b) by the organization's organizational documents under a provision of the governing
2454 statute authorizing those documents to make one or more specified persons liable for all or
2455 specified debts, obligations, or other liabilities of the organization solely by reason of the
2456 person or persons co-owning, having an interest in, or being a member of the organization.
2457 (13) "Surviving organization" means an organization into which one or more other
2458 organizations are merged whether the organization preexisted the merger or was created by the
2459 merger.
2460 Section 60. Section 48-1b-902 is enacted to read:
2461 48-1b-902. Merger.
2462 (1) A partnership may merge with one or more other constituent organizations pursuant
2463 to this section, Sections 48-1b-903 through 48-1b-905 , and a plan of merger, if:
2464 (a) the governing statute of each of the other organizations authorizes the merger;
2465 (b) the merger is not prohibited by the law of a jurisdiction that enacted any of the
2466 governing statutes; and
2467 (c) each of the other organizations complies with its governing statute in effecting the
2468 merger.
2469 (2) Unless each constituent organization and the surviving organization are
2470 partnerships other than limited liability partnerships, a plan of merger must be in a record and
2471 must include:
2472 (a) the name and form of each constituent organization;
2473 (b) the name and form of the surviving organization and, if the surviving organization
2474 is to be created by the merger, a statement to that effect;
2475 (c) the terms and conditions of the merger, including the manner and basis for
2476 converting the interests in each constituent organization into any combination of money,
2477 interests in the surviving organization, and other consideration;
2478 (d) if the surviving organization is to be created by the merger, the surviving
2479 organization's organizational documents that are proposed to be in a record; and
2480 (e) if the surviving organization is not to be created by the merger, any amendments to
2481 be made by the merger to the surviving organization's organizational documents that are, or are
2482 proposed to be, in a record.
2483 Section 61. Section 48-1b-903 is enacted to read:
2484 48-1b-903. Action on plan of merger by constituent partnership.
2485 (1) Subject to Section 48-1b-914 , a plan of merger must be consented to by all the
2486 partners of a constituent partnership.
2487 (2) Subject to Section 48-1b-914 and any contractual rights, after a merger is approved,
2488 and at any time before articles of merger are delivered to the division for filing under Section
2489 48-1b-904 , a constituent partnership may amend the plan or abandon the merger:
2490 (a) as provided in the plan; or
2491 (b) except as otherwise prohibited in the plan, with the same consent as was required to
2492 approve the plan.
2493 Section 62. Section 48-1b-904 is enacted to read:
2494 48-1b-904. Filings required and permitted for merger -- Effective date.
2495 (1) After each constituent organization has approved a merger, articles of merger must
2496 be signed on behalf of:
2497 (a) each constituent partnership, as provided in Section 48-1b-105 , unless the merger is
2498 only between or among general partnerships, none of which is a limited liability partnership,
2499 and the surviving organization will be a general partnership other than a limited liability
2500 partnership; and
2501 (b) each other constituent organization, as provided in its governing statute.
2502 (2) Articles of merger under this section must include:
2503 (a) the name and form of each constituent organization and the jurisdiction of its
2504 governing statute;
2505 (b) the name and form of the surviving organization, the jurisdiction of its governing
2506 statute, and, if the surviving organization is created by the merger, a statement to that effect;
2507 (c) the date the merger is effective under the governing statute of the surviving
2508 organization;
2509 (d) if the surviving organization is to be created by the merger:
2510 (i) if it will be a limited liability partnership, the limited liability partnership's
2511 statement of qualification; or
2512 (ii) if it will be an organization other than a limited liability partnership, the
2513 organizational document that creates the organization that is in a public record;
2514 (e) if the surviving organization preexists the merger, any amendments provided for in
2515 the plan of merger for the organizational document that created the organization that are in a
2516 public record;
2517 (f) a statement as to each constituent organization that the merger was approved as
2518 required by the organization's governing statute;
2519 (g) if the surviving organization is a foreign organization not authorized to transact
2520 business in this state, the street and mailing addresses of an office that may be used for service
2521 of process under Subsection 48-1b-905 (2); and
2522 (h) any additional information required by the governing statute of any constituent
2523 organization.
2524 (3) Each constituent partnership that is a limited liability partnership shall, and each
2525 constituent partnership that is not a limited liability partnership may, deliver the articles of
2526 merger for filing in the division.
2527 (4) A merger becomes effective under this part:
2528 (a) if the surviving organization is a partnership, upon the later of:
2529 (i) compliance with Subsection (3); or
2530 (ii) as specified in the articles of merger; or
2531 (b) if the surviving organization is not a partnership, as provided by the governing
2532 statute of the surviving organization.
2533 Section 63. Section 48-1b-905 is enacted to read:
2534 48-1b-905. Effect of merger.
2535 (1) When a merger becomes effective:
2536 (a) the surviving organization continues or comes into existence;
2537 (b) each constituent organization that merges into the surviving organization ceases to
2538 exist as a separate entity;
2539 (c) all property owned by each constituent organization that ceases to exist vests in the
2540 surviving organization;
2541 (d) all debts, obligations, or other liabilities of each constituent organization that ceases
2542 to exist continue as debts, obligations, or other liabilities of the surviving organization;
2543 (e) an action or proceeding pending by or against any constituent organization that
2544 ceases to exist may be continued as if the merger had not occurred;
2545 (f) except as prohibited by other law, all of the rights, privileges, immunities, powers,
2546 and purposes of each constituent organization that ceases to exist vest in the surviving
2547 organization;
2548 (g) except as otherwise provided in the plan of merger, the terms and conditions of the
2549 plan of merger take effect; and
2550 (h) except as otherwise agreed, if a constituent partnership ceases to exist, the merger
2551 does not dissolve the partnership for the purposes of Part 8, Winding Up Partnership Business;
2552 (i) if the surviving organization is created by the merger:
2553 (i) if it is a partnership, the partnership is formed upon approval of and on the date
2554 specified in the plan of merger;
2555 (ii) if it is a limited liability partnership, the limited liability partnership is formed and
2556 the statement of qualification takes effect on the later of:
2557 (A) the day after the day on which the division has received for filing both the articles
2558 of merger and the statement of qualification pursuant to Section 48-1b-1001 ; or
2559 (B) the date provided in the statement of qualification; or
2560 (iii) if it is an organization other than a partnership, the organizational document that
2561 creates the organization becomes effective; and
2562 (j) if the surviving organization preexisted the merger, any amendments provided for in
2563 the articles of merger for the organizational document that created the organization become
2564 effective.
2565 (2) A surviving organization that is a foreign organization consents to the jurisdiction
2566 of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent
2567 organization, if before the merger the constituent organization was subject to suit in this state
2568 on the debt, obligation, or other liability. A surviving organization that is a foreign
2569 organization and not authorized to transact business in this state may be served with process at
2570 the address required in the articles of merger under Subsection 48-1b-904 (2)(g).
2571 Section 64. Section 48-1b-906 is enacted to read:
2572 48-1b-906. Conversion.
2573 (1) An organization other than a partnership or a foreign partnership may convert to a
2574 partnership, and a partnership may convert to an organization other than a foreign partnership
2575 pursuant to this section, Sections 48-1b-907 through 48-1b-909 , and a plan of conversion, if:
2576 (a) the other organization's governing statute authorizes the conversion;
2577 (b) the conversion is not prohibited by the law of the jurisdiction that enacted the other
2578 organization's governing statute; and
2579 (c) the other organization complies with its governing statute in effecting the
2580 conversion.
2581 (2) A plan of conversion must be in a record and must include:
2582 (a) the name and form of the organization before conversion;
2583 (b) the name and form of the organization after conversion;
2584 (c) the terms and conditions of the conversion, including the manner and basis for
2585 converting interests in the converting organization into any combination of money, interests in
2586 the converted organization, and other consideration; and
2587 (d) the organizational documents of the converted organization that are, or are
2588 proposed to be, in a record.
2589 Section 65. Section 48-1b-907 is enacted to read:
2590 48-1b-907. Action on plan of conversion by converting partnership.
2591 (1) Subject to Section 48-1b-914 , a plan of conversion must be consented to by all the
2592 partners of a converting partnership.
2593 (2) Subject to Section 48-1b-914 and any contractual rights, after a conversion is
2594 approved, and at any time before articles of conversion are delivered to the division for filing
2595 under Section 48-1b-908 , a converting partnership may amend the plan or abandon the
2596 conversion:
2597 (a) as provided in the plan; or
2598 (b) except as otherwise prohibited in the plan, by the same consent as was required to
2599 approve the plan.
2600 Section 66. Section 48-1b-908 is enacted to read:
2601 48-1b-908. Filings required for conversion -- Effective date.
2602 (1) After a plan of conversion is approved:
2603 (a) a converting limited liability partnership shall deliver to the division for filing
2604 articles of conversion, which must be signed as provided in Section 48-1b-105 and must
2605 include:
2606 (i) a statement that the limited liability partnership has been converted into another
2607 organization;
2608 (ii) the name and form of the converted organization and the jurisdiction of its
2609 governing statute;
2610 (iii) the date the conversion is effective under the governing statute of the converted
2611 organization;
2612 (iv) a statement that the conversion was approved as required by this chapter;
2613 (v) a statement that the conversion is authorized by the governing statute of the
2614 converted organization; and
2615 (vi) if the converted organization is a foreign organization not authorized to transact
2616 business in this state, the street and mailing addresses of an office that may be used for
2617 purposes of Subsection 48-1b-909 (3); and
2618 (b) if the converting organization is not a converting partnership or limited liability
2619 partnership, the converting organization shall deliver to the division for filing articles of
2620 conversion, which must include:
2621 (i) a statement that the converted organization was converted from another
2622 organization, and whether the converted organization is a partnership or a limited liability
2623 partnership;
2624 (ii) the name and form of that converting organization and the jurisdiction of its
2625 governing statute; and
2626 (iii) a statement that the conversion was approved in a manner that complied with the
2627 converting organization's governing statute.
2628 (2) A conversion becomes effective:
2629 (a) if the converted organization is a partnership, as provided in the plan or articles of
2630 conversion;
2631 (b) if the converted organization is a limited liability partnership, the later of:
2632 (i) the day after the day on which the division has received for filing both the articles of
2633 conversion and the statement of qualification pursuant to Section 48-1b-1001 ; or
2634 (ii) the date provided in the statement of qualification; or
2635 (c) if the converted organization is not a partnership or limited liability partnership, as
2636 provided by the governing statute of the converted organization.
2637 Section 67. Section 48-1b-909 is enacted to read:
2638 48-1b-909. Effect of conversion.
2639 (1) An organization that has been converted pursuant to this part is for all purposes the
2640 same entity that existed before the conversion.
2641 (2) When a conversion takes effect:
2642 (a) all property owned by the converting organization remains vested in the converted
2643 organization;
2644 (b) all debts, obligations, or other liabilities of the converting organization continue as
2645 debts, obligations, or other liabilities of the converted organization;
2646 (c) an action or proceeding pending by or against the converting organization may be
2647 continued as if the conversion had not occurred;
2648 (d) except as prohibited by law other than this chapter, all of the rights, privileges,
2649 immunities, powers, and purposes of the converting organization remain vested in the
2650 converted organization;
2651 (e) except as otherwise provided in the plan of conversion, the terms and conditions of
2652 the plan of conversion take effect; and
2653 (f) except as otherwise agreed, the conversion does not dissolve a converting
2654 partnership for the purposes of Part 8, Winding Up Partnership Business.
2655 (3) A converted organization that is a foreign organization consents to the jurisdiction
2656 of the courts of this state to enforce any debt, obligation, or other liability for which the
2657 converting partnership or limited liability partnership is liable if, before the conversion, the
2658 converting partnership or limited liability partnership was subject to suit in this state on the
2659 debt, obligation, or other liability. A converted organization that is a foreign organization and
2660 not authorized to transact business in this state may be served with process at the address
2661 required in the articles of conversion under Subsection 48-1b-908 (1)(a)(vi).
2662 Section 68. Section 48-1b-910 is enacted to read:
2663 48-1b-910. Domestication.
2664 (1) A foreign limited liability partnership may become a limited liability partnership
2665 pursuant to this section, Sections 48-1b-911 through 48-1b-913 , and a plan of domestication,
2666 if:
2667 (a) the foreign limited liability partnership's governing statute authorizes the
2668 domestication;
2669 (b) the domestication is not prohibited by the law of the jurisdiction that enacted the
2670 governing statute; and
2671 (c) the foreign limited liability partnership complies with its governing statute in
2672 effecting the domestication.
2673 (2) A limited liability partnership may become a foreign limited liability partnership
2674 pursuant to this section, Sections 48-1b-911 through 48-1b-913 , and a plan of domestication,
2675 if:
2676 (a) the foreign limited liability partnership's governing statute authorizes the
2677 domestication;
2678 (b) the domestication is not prohibited by the law of the jurisdiction that enacted the
2679 governing statute; and
2680 (c) the foreign limited liability partnership complies with its governing statute in
2681 effecting the domestication.
2682 (3) A plan of domestication must be in a record and must include:
2683 (a) the name of the domesticating limited liability partnership before domestication and
2684 the jurisdiction of its governing statute;
2685 (b) the name of the domesticated limited liability partnership after domestication and
2686 the jurisdiction of its governing statute;
2687 (c) the terms and conditions of the domestication, including the manner and basis for
2688 converting interests in the domesticating limited liability partnership into any combination of
2689 money, interests in the domesticated limited liability partnership, and other consideration; and
2690 (d) the organizational documents of the domesticated limited liability partnership that
2691 are, or are proposed to be, in a record.
2692 Section 69. Section 48-1b-911 is enacted to read:
2693 48-1b-911. Action on plan of domestication by domesticating partnership.
2694 (1) A plan of domestication must be consented to:
2695 (a) by all the partners, subject to Section 48-1b-914 , if the domesticating limited
2696 liability partnership is a limited liability partnership; and
2697 (b) as provided in the domesticating limited liability partnership's governing statute, if
2698 the limited liability partnership is a foreign limited liability partnership.
2699 (2) Subject to any contractual rights, after a domestication is approved, and at any time
2700 before articles of domestication are delivered to the division for filing under Section
2701 48-1b-912 , a domesticating limited liability partnership may amend the plan or abandon the
2702 domestication:
2703 (a) as provided in the plan; or
2704 (b) except as otherwise prohibited in the plan, by the same consent as was required to
2705 approve the plan.
2706 Section 70. Section 48-1b-912 is enacted to read:
2707 48-1b-912. Filings required for domestication -- Effective date.
2708 (1) After a plan of domestication is approved, a domesticating limited liability
2709 partnership shall deliver to the division for filing articles of domestication, which must include:
2710 (a) a statement, as the case may be, that the limited liability partnership has been
2711 domesticated from or into another jurisdiction;
2712 (b) the name of the domesticating limited liability partnership and the jurisdiction of its
2713 governing statute;
2714 (c) the name of the domesticated limited liability partnership and the jurisdiction of its
2715 governing statute;
2716 (d) the date the domestication is effective under the governing statute of the
2717 domesticated limited liability partnership;
2718 (e) if the domesticating limited liability partnership was a limited liability partnership,
2719 a statement that the domestication was approved as required by this chapter;
2720 (f) if the domesticating limited liability partnership was a foreign limited liability
2721 partnership, a statement that the domestication was approved as required by the governing
2722 statute of the other jurisdiction; and
2723 (g) if the domesticated limited liability partnership is a foreign limited liability
2724 partnership not authorized to transact business in this state, the street and mailing addresses of
2725 an office that the division may use for the purposes of Subsection 48-1b-913 (2).
2726 (2) A domestication becomes effective:
2727 (a) if the domesticated limited liability partnership is a limited liability partnership, the
2728 later of:
2729 (i) the day after the day on which the division has received for filing both the articles of
2730 domestication and the statement of qualification pursuant to Section 48-1b-1001 ; and
2731 (ii) the date provided in the statement of qualification; or
2732 (b) if it is a foreign limited liability partnership, according to the governing statute of
2733 the domesticated limited liability partnership.
2734 Section 71. Section 48-1b-913 is enacted to read:
2735 48-1b-913. Effect of domestication.
2736 (1) When a domestication takes effect:
2737 (a) the domesticated limited liability partnership is for all purposes the limited liability
2738 partnership that existed before the domestication;
2739 (b) all property owned by the domesticating limited liability partnership remains vested
2740 in the domesticated limited liability partnership;
2741 (c) all debts, obligations, or other liabilities of the domesticating limited liability
2742 partnership continue as debts, obligations, or other liabilities of the domesticated limited
2743 liability partnership;
2744 (d) an action or proceeding pending by or against a domesticating limited liability
2745 partnership may be continued as if the domestication had not occurred;
2746 (e) except as prohibited by other law, all of the rights, privileges, immunities, powers,
2747 and purposes of the domesticating limited liability partnership remain vested in the
2748 domesticated limited liability partnership;
2749 (f) except as otherwise provided in the plan of domestication, the terms and conditions
2750 of the plan of domestication take effect; and
2751 (g) except as otherwise agreed, the domestication does not dissolve a domesticating
2752 limited liability partnership for the purposes of Part 8, Winding Up Partnership Business.
2753 (2) A domesticated limited liability partnership that is a foreign limited liability
2754 partnership consents to the jurisdiction of the courts of this state to enforce any debt,
2755 obligation, or other liability owed by the domesticating limited liability partnership, if, before
2756 the domestication, the domesticating limited liability partnership was subject to suit in this
2757 state on the debt, obligation, or other liability. A domesticated limited liability partnership that
2758 is a foreign limited liability partnership and not authorized to transact business in this state may
2759 be served with process at the address required in the articles of domestication under Subsection
2760 48-1b-912 (1)(g).
2761 (3) If a limited liability partnership has adopted and approved a plan of domestication
2762 under Section 48-1b-910 providing for the limited liability partnership to be domesticated in a
2763 foreign jurisdiction, a statement pursuant to Subsection 48-1b-1001 (4) cancelling the limited
2764 liability partnership's statement of qualification must be delivered to the division for filing
2765 setting forth:
2766 (a) the name of the limited liability partnership;
2767 (b) a statement that the limited liability partnership's statement of qualification is being
2768 cancelled in connection with the domestication of the limited liability partnership in a foreign
2769 jurisdiction;
2770 (c) a statement the domestication was approved as required by this chapter; and
2771 (d) the jurisdiction of formation of the domesticated foreign limited liability
2772 partnership.
2773 Section 72. Section 48-1b-914 is enacted to read:
2774 48-1b-914. Restrictions on approval of mergers, conversions, and domestications.
2775 (1) If a partner of a constituent or converting partnership, or a partner of a
2776 domesticating limited liability partnership will have personal liability with respect to a
2777 surviving, converted, or domesticated organization, approval or amendment of a plan of
2778 merger, conversion, or domestication are ineffective without the consent of the partner, unless:
2779 (a) the partnership's partnership agreement provides for approval of a merger,
2780 conversion, or domestication with the consent of fewer than all the partners; and
2781 (b) the partner has consented to the provision of the partnership agreement.
2782 (2) A partner does not give the consent required by Subsection (1) merely by
2783 consenting to a provision of the partnership agreement that permits the partnership agreement
2784 to be amended with the consent of fewer than all the partners.
2785 Section 73. Section 48-1b-915 is enacted to read:
2786 48-1b-915. Part not exclusive.
2787 This part does not preclude an entity from being merged, converted, or domesticated
2788 under law other than this chapter.
2789 Section 74. Section 48-1b-1001 is enacted to read:
2790
2791 48-1b-1001. Statement of qualification.
2792 (1) A partnership may become a limited liability partnership pursuant to this section.
2793 (2) The terms and conditions on which a partnership becomes a limited liability
2794 partnership must be approved by the vote necessary to amend the partnership agreement
2795 except, in the case of a partnership agreement that expressly considers obligations to contribute
2796 to the partnership, the vote necessary to amend those provisions.
2797 (3) After the approval required by Subsection (2), a partnership may become a limited
2798 liability partnership by filing a statement of qualification with the division. The statement must
2799 contain:
2800 (a) the name of the partnership;
2801 (b) the street address of the partnership's chief executive office and, if different, the
2802 street address of an office in this state, if any;
2803 (c) if the partnership does not have an office in this state, the information required by
2804 Subsection 16-17-203 (1);
2805 (d) a statement that the partnership elects to be a limited liability partnership; and
2806 (e) a deferred effective date, if any.
2807 (4) The status of a partnership as a limited liability partnership is effective on the later
2808 of the filing of the statement or a date specified in the statement. The status remains effective,
2809 regardless of changes in the partnership, until it is canceled pursuant to Subsection
2810 48-1b-105 (4) or revoked pursuant to Section 48-1b-1003 .
2811 (5) The status of a partnership as a limited liability partnership and the liability of its
2812 partners is not affected by errors or later changes in the information required to be contained in
2813 the statement of qualification under Subsection (3).
2814 (6) The filing of a statement of qualification establishes that a partnership has satisfied
2815 all conditions precedent to the qualification of the partnership as a limited liability partnership.
2816 (7) An amendment or cancellation of a statement of qualification is effective when it is
2817 filed or on a deferred effective date specified in the amendment or cancellation.
2818 Section 75. Section 48-1b-1002 is enacted to read:
2819 48-1b-1002. Name.
2820 (1) The name of a limited liability partnership must end with "Registered Limited
2821 Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP".
2822 (2) The name of a limited liability partnership may not contain:
2823 (a) without the written consent of the United States Olympic Committee, the words:
2824 (i) "Olympic";
2825 (ii) "Olympiad"; or
2826 (iii) "Citius Altius Fortius"; and
2827 (b) without the written consent of the Division of Consumer Protection issued in
2828 accordance with Section 13-34-114 , the words:
2829 (i) "university";
2830 (ii) "college"; or
2831 (iii) "institute" or "institution".
2832 (3) Unless authorized by Subsection (4), the name of a limited liability partnership
2833 must be distinguishable in the records of the division from:
2834 (a) the name of each person other than an individual incorporated, organized, or
2835 authorized to transact business in this state; and
2836 (b) each name reserved under:
2837 (i) Section 16-6a-401 or 16-6a-402 ;
2838 (ii) Section 16-10a-401 or 16-10a-402 ;
2839 (iii) Section 16-11-16 ;
2840 (iv) Section 42-2-6.6 ;
2841 (v) Section 48-2d-108 or 48-2d-109 ; or
2842 (vi) Section 48-3-108 or 48-3-109 .
2843 (4) A limited liability partnership may apply to the division for authorization to use a
2844 name that does not comply with Subsection (3). The division shall authorize use of the name
2845 applied for if, as to each conflicting name:
2846 (a) the present user, registrant, or owner of the conflicting name consents in a signed
2847 record to the use and submits an undertaking in a form satisfactory to the division to change the
2848 conflicting name to a name that complies with Subsection (3) and is distinguishable in the
2849 records of the division from the name applied for;
2850 (b) the applicant delivers to the division a certified copy of the final judgment of a
2851 district court establishing the applicant's right to use in this state the name applied for; or
2852 (c) the applicant delivers to the division proof satisfactory to the division that the
2853 present user, registrant, or owner of the conflicting name:
2854 (i) has merged into the applicant;
2855 (ii) has been converted into the applicant; or
2856 (iii) has transferred substantially all of its assets, including the conflicting name, to the
2857 applicant.
2858 (5) Subject to Section 48-1b-1102.1 , this section applies to any foreign limited
2859 partnership transacting business in this state, having a certificate of authority to transact
2860 business in this state, or applying for a certificate of authority.
2861 (6) The division may not approve for filing a name that implies that a limited liability
2862 partnership is an agency of this state or any of its political subdivisions, if it is not actually such
2863 a legally established agency or subdivision.
2864 (7) The authorization to file a certificate under or to reserve or register a limited
2865 liability partnership name as granted by the division does not:
2866 (a) abrogate or limit the law governing unfair competition or unfair trade practices;
2867 (b) derogate from the common law, the principles of equity, or the statutes of this state
2868 or of the United States with respect to the right to acquire and protect names and trademarks; or
2869 (c) create an exclusive right in geographic or generic terms contained within a name.
2870 Section 76. Section 48-1b-1003 is enacted to read:
2871 48-1b-1003. Annual report.
2872 (1) A limited liability partnership, and a foreign limited liability partnership authorized
2873 to transact business in this state, shall file an annual report with the division which contains:
2874 (a) the name of the limited liability partnership and the state or other jurisdiction under
2875 whose laws the foreign limited liability partnership is formed;
2876 (b) the street address of the partnership's chief executive office and, if different, the
2877 street address of an office of the partnership in this state, if any; and
2878 (c) if the partnership does not have an office in this state, the information required by
2879 Subsection 16-17-203 (1).
2880 (2) Following the calendar year in which a partnership files a statement of qualification
2881 or a foreign partnership becomes authorized to transact business in this state, the partnership
2882 shall file an annual report:
2883 (a) during the month of its anniversary date of formation, in the case of a domestic
2884 partnership; or
2885 (b) during the month of the anniversary date of being granted authority to transact
2886 business in this state, in the case of a foreign partnership authorized to transact business in this
2887 state.
2888 (3) (a) The division may revoke the statement of qualification of a partnership that fails
2889 to:
2890 (i) file an annual report when due; or
2891 (ii) pay the required filing fee, established in accordance with Section 63J-1-504 .
2892 (b) To take an action under this Subsection (3), the division shall provide the
2893 partnership at least 60 days' written notice of intent to revoke the statement. The notice must
2894 be mailed to the partnership at its chief executive office set forth in the last filed statement of
2895 qualification or annual report. The notice must specify the annual report that has not been
2896 filed, the fee that has not been paid, and the effective date of the revocation. The revocation is
2897 not effective if the annual report is filed and the fee is paid before the effective date of the
2898 revocation.
2899 (4) A revocation under Subsection (3) only affects a partnership's status as a limited
2900 liability partnership and is not an event of dissolution of the partnership.
2901 (5) A partnership whose statement of qualification has been revoked may apply to the
2902 division for reinstatement within two years after the effective date of the revocation. The
2903 application must state:
2904 (a) the name of the partnership and the effective date of the revocation; and
2905 (b) that the ground for revocation either did not exist or has been corrected.
2906 (6) A reinstatement under Subsection (5) relates back to and takes effect as of the
2907 effective date of the revocation, and the partnership's status as a limited liability partnership
2908 continues as if the revocation had never occurred.
2909 Section 77. Section 48-1b-1004 is enacted to read:
2910 48-1b-1004. Limited liability partnership providing professional services.
2911 (1) A limited liability partnership organized under this part to provide a professional
2912 service:
2913 (a) may provide:
2914 (i) only one specific type of professional service; and
2915 (ii) services ancillary to the professional service described in Subsection (1)(a)(i); and
2916 (b) may not engage in a business other than providing the professional service that it is
2917 organized to provide and services ancillary to the professional service.
2918 (2) A limited liability partnership organized to provide a professional service:
2919 (a) may include a partner or employee authorized under the laws of the jurisdiction
2920 where the partner or employee reside to provide similar professional service;
2921 (b) may include a partner who is not licensed or registered by the state to provide the
2922 professional service to the extent allowed by the applicable licensing act relating to the
2923 professional service; and
2924 (c) may render a professional service in Utah only through a partner or employee who
2925 is licensed or registered by the state to render the professional service.
2926 (3) A limited liability partnership organized to provide a professional service has the
2927 powers provided a limited liability partnership under this chapter.
2928 (4) (a) This part does not restrict or limit the authority or duty of a regulatory entity to
2929 license an individual who provides a professional service or practices the profession that is
2930 within the jurisdiction of the regulatory entity, notwithstanding that the individual:
2931 (i) is a partner or employee of a limited liability partnership; or
2932 (ii) provides a professional service or engaging in the practice of the profession through
2933 a limited liability partnership.
2934 (b) A limited liability partnership may not do anything an individual licensed to
2935 practice the profession that the limited liability partnership is organized to provide may not do.
2936 Section 78. Section 48-1b-1101 is enacted to read:
2937
2938 48-1b-1101. Law governing foreign limited liability partnership.
2939 (1) The law under which a foreign limited liability partnership is formed governs
2940 relations among the partners and between the partners and the partnership and the liability of
2941 partners for obligations of the partnership.
2942 (2) A foreign limited liability partnership may not be denied a statement of foreign
2943 qualification by reason of any difference between the law under which the partnership was
2944 formed and the law of this state.
2945 (3) A statement of foreign qualification does not authorize a foreign limited liability
2946 partnership to engage in any business or exercise any power that a partnership may not engage
2947 in or exercise in this state as a limited liability partnership.
2948 (4) (a) The division may permit a tribal limited liability partnership to register with the
2949 division in the same manner as a foreign limited liability partnership formed in another state.
2950 (b) If a tribal limited liability partnership elects to register with the division, for
2951 purposes of this chapter, the tribal limited liability partnership shall be treated in the same
2952 manner as a foreign limited liability partnership formed under the laws of another state.
2953 Section 79. Section 48-1b-1102 is enacted to read:
2954 48-1b-1102. Statement of foreign qualification.
2955 (1) Before transacting business in this state, a foreign limited liability partnership must
2956 file a statement of foreign qualification with the division. The statement must contain:
2957 (a) the name of the foreign limited liability partnership which satisfies the requirements
2958 of the state or other jurisdiction under whose law it is formed;
2959 (b) the street address of the partnership's chief executive office;
2960 (c) the information required by Subsection 16-17-203 (1); and
2961 (d) a deferred effective date, if any.
2962 (2) The status of a partnership as a foreign limited liability partnership is effective on
2963 the later of the filing of the statement of foreign qualification or a date specified in the
2964 statement. The status remains effective, regardless of changes in the partnership, until it is
2965 canceled pursuant to Subsection 48-1b-105