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[Introduced][Amended][Status][Bill Documents][Fiscal Note][Bills Directory]
S.B. 21 Enrolled
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7 LONG TITLE
8 General Description:
9 This bill modifies Title 48, Partnership, to enact a new Unincorporated Business Entity
10 Act, and modifies references to the partnership or unincorporated business entities
11 provisions throughout the Utah Code.
12 Highlighted Provisions:
13 This bill:
14 . enacts provisions related to partnerships, including:
15 . providing for general provisions;
16 . addressing the nature of a partnership;
17 . addressing relations of partners to persons dealing with partnerships;
18 . addressing relations of partners to each other and to partnership;
19 . addressing transferable interests and rights of transferees and creditors;
20 . addressing dissociation;
21 . addressing dissociation when business not wound up;
22 . addressing dissolution and winding up;
23 . addressing mergers, interest exchanges, conversion, and domestication;
24 . providing for limited liability partnerships;
25 . addressing foreign limited liability partnerships; and
26 . enacting miscellaneous provisions;
27 . enacts provisions related to limited partnerships, including:
28 . providing for general provisions;
29 . addressing formation and the certificate of limited partnership and other filings;
30 . addressing limited partners;
31 . addressing general partners;
32 . addressing contributions and distributions;
33 . addressing dissociation;
34 . addressing transferable interests and rights of transferees and creditors;
35 . addressing dissolution and winding up;
36 . addressing foreign limited partnerships;
37 . addressing actions by partners;
38 . addressing merger, interest exchange, conversion, and domestication;
39 . enacting miscellaneous provisions;
40 . enacts provisions related to limited liability companies, including:
41 . providing for general provisions;
42 . addressing formation, the certificate of organization, and other filings;
43 . addressing relations of members and managers to persons dealing with limited
44 liability company;
45 . addressing relations of members to each other and to limited liability company;
46 . addressing transferable interests and rights of transferees and creditors;
47 . addressing dissociation;
48 . addressing dissolution and winding up;
49 . addressing foreign limited liability companies;
50 . addressing actions by members;
51 . addressing merger, interest exchange, conversion, and domestication;
52 . addressing professional services companies, series, and low-profit limited
53 liability companies; and
54 . enacting miscellaneous provisions;
55 . extends repeal date of existing Title 48, Partnership, to January 1, 2016;
56 . repeals previous provisions modifying existing Title 48, Partnership;
57 . modifies cross-references;
58 . makes technical and conforming amendments.
59 Money Appropriated in this Bill:
60 None
61 Other Special Clauses:
62 This bill provides an effective date.
63 Utah Code Sections Affected:
64 AMENDS:
65 7-1-810 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
66 7-3-10 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
67 7-8-3 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
68 13-34-114 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
69 16-6a-1008.7 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter
70 353
71 16-10a-1008.7 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter
72 353
73 16-16-111 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
74 16-17-102 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
75 31A-37a-102 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter
76 353
77 46-4-503 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
78 53C-1-201 (Effective 05/01/13) (Sup 07/01/13), as last amended by Laws of Utah
79 2012, Chapter 347
80 61-2f-401 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
81 61-2g-103 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
82 75-7-1011 (Effective 07/01/13), as last amended by Laws of Utah 2011, Chapter 353
83 ENACTS:
84 48-1-.5, Utah Code Annotated 1953
85 48-1c-101, Utah Code Annotated 1953
86 48-1d-101, Utah Code Annotated 1953
87 48-1d-102, Utah Code Annotated 1953
88 48-1d-103, Utah Code Annotated 1953
89 48-1d-104, Utah Code Annotated 1953
90 48-1d-105, Utah Code Annotated 1953
91 48-1d-106, Utah Code Annotated 1953
92 48-1d-107, Utah Code Annotated 1953
93 48-1d-108, Utah Code Annotated 1953
94 48-1d-109, Utah Code Annotated 1953
95 48-1d-110, Utah Code Annotated 1953
96 48-1d-111, Utah Code Annotated 1953
97 48-1d-112, Utah Code Annotated 1953
98 48-1d-113, Utah Code Annotated 1953
99 48-1d-114, Utah Code Annotated 1953
100 48-1d-115, Utah Code Annotated 1953
101 48-1d-116, Utah Code Annotated 1953
102 48-1d-117, Utah Code Annotated 1953
103 48-1d-118, Utah Code Annotated 1953
104 48-1d-201, Utah Code Annotated 1953
105 48-1d-202, Utah Code Annotated 1953
106 48-1d-203, Utah Code Annotated 1953
107 48-1d-204, Utah Code Annotated 1953
108 48-1d-301, Utah Code Annotated 1953
109 48-1d-302, Utah Code Annotated 1953
110 48-1d-303, Utah Code Annotated 1953
111 48-1d-304, Utah Code Annotated 1953
112 48-1d-305, Utah Code Annotated 1953
113 48-1d-306, Utah Code Annotated 1953
114 48-1d-307, Utah Code Annotated 1953
115 48-1d-308, Utah Code Annotated 1953
116 48-1d-401, Utah Code Annotated 1953
117 48-1d-402, Utah Code Annotated 1953
118 48-1d-403, Utah Code Annotated 1953
119 48-1d-404, Utah Code Annotated 1953
120 48-1d-405, Utah Code Annotated 1953
121 48-1d-406, Utah Code Annotated 1953
122 48-1d-407, Utah Code Annotated 1953
123 48-1d-501, Utah Code Annotated 1953
124 48-1d-502, Utah Code Annotated 1953
125 48-1d-503, Utah Code Annotated 1953
126 48-1d-504, Utah Code Annotated 1953
127 48-1d-505, Utah Code Annotated 1953
128 48-1d-601, Utah Code Annotated 1953
129 48-1d-602, Utah Code Annotated 1953
130 48-1d-603, Utah Code Annotated 1953
131 48-1d-604, Utah Code Annotated 1953
132 48-1d-605, Utah Code Annotated 1953
133 48-1d-701, Utah Code Annotated 1953
134 48-1d-702, Utah Code Annotated 1953
135 48-1d-703, Utah Code Annotated 1953
136 48-1d-801, Utah Code Annotated 1953
137 48-1d-802, Utah Code Annotated 1953
138 48-1d-803, Utah Code Annotated 1953
139 48-1d-804, Utah Code Annotated 1953
140 48-1d-805, Utah Code Annotated 1953
141 48-1d-901, Utah Code Annotated 1953
142 48-1d-902, Utah Code Annotated 1953
143 48-1d-903, Utah Code Annotated 1953
144 48-1d-904, Utah Code Annotated 1953
145 48-1d-905, Utah Code Annotated 1953
146 48-1d-906, Utah Code Annotated 1953
147 48-1d-907, Utah Code Annotated 1953
148 48-1d-908, Utah Code Annotated 1953
149 48-1d-909, Utah Code Annotated 1953
150 48-1d-910, Utah Code Annotated 1953
151 48-1d-1001, Utah Code Annotated 1953
152 48-1d-1002, Utah Code Annotated 1953
153 48-1d-1003, Utah Code Annotated 1953
154 48-1d-1004, Utah Code Annotated 1953
155 48-1d-1005, Utah Code Annotated 1953
156 48-1d-1006, Utah Code Annotated 1953
157 48-1d-1007, Utah Code Annotated 1953
158 48-1d-1008, Utah Code Annotated 1953
159 48-1d-1021, Utah Code Annotated 1953
160 48-1d-1022, Utah Code Annotated 1953
161 48-1d-1023, Utah Code Annotated 1953
162 48-1d-1024, Utah Code Annotated 1953
163 48-1d-1025, Utah Code Annotated 1953
164 48-1d-1026, Utah Code Annotated 1953
165 48-1d-1031, Utah Code Annotated 1953
166 48-1d-1032, Utah Code Annotated 1953
167 48-1d-1033, Utah Code Annotated 1953
168 48-1d-1034, Utah Code Annotated 1953
169 48-1d-1035, Utah Code Annotated 1953
170 48-1d-1036, Utah Code Annotated 1953
171 48-1d-1041, Utah Code Annotated 1953
172 48-1d-1042, Utah Code Annotated 1953
173 48-1d-1043, Utah Code Annotated 1953
174 48-1d-1044, Utah Code Annotated 1953
175 48-1d-1045, Utah Code Annotated 1953
176 48-1d-1046, Utah Code Annotated 1953
177 48-1d-1051, Utah Code Annotated 1953
178 48-1d-1052, Utah Code Annotated 1953
179 48-1d-1053, Utah Code Annotated 1953
180 48-1d-1054, Utah Code Annotated 1953
181 48-1d-1055, Utah Code Annotated 1953
182 48-1d-1056, Utah Code Annotated 1953
183 48-1d-1101, Utah Code Annotated 1953
184 48-1d-1102, Utah Code Annotated 1953
185 48-1d-1103, Utah Code Annotated 1953
186 48-1d-1104, Utah Code Annotated 1953
187 48-1d-1105, Utah Code Annotated 1953
188 48-1d-1106, Utah Code Annotated 1953
189 48-1d-1107, Utah Code Annotated 1953
190 48-1d-1108, Utah Code Annotated 1953
191 48-1d-1109, Utah Code Annotated 1953
192 48-1d-1201, Utah Code Annotated 1953
193 48-1d-1202, Utah Code Annotated 1953
194 48-1d-1203, Utah Code Annotated 1953
195 48-1d-1204, Utah Code Annotated 1953
196 48-1d-1205, Utah Code Annotated 1953
197 48-1d-1206, Utah Code Annotated 1953
198 48-1d-1207, Utah Code Annotated 1953
199 48-1d-1208, Utah Code Annotated 1953
200 48-1d-1209, Utah Code Annotated 1953
201 48-1d-1210, Utah Code Annotated 1953
202 48-1d-1211, Utah Code Annotated 1953
203 48-1d-1212, Utah Code Annotated 1953
204 48-1d-1301, Utah Code Annotated 1953
205 48-1d-1302, Utah Code Annotated 1953
206 48-1d-1303, Utah Code Annotated 1953
207 48-1d-1304, Utah Code Annotated 1953
208 48-1d-1305, Utah Code Annotated 1953
209 48-1d-1306, Utah Code Annotated 1953
210 48-1d-1307, Utah Code Annotated 1953
211 48-1d-1308, Utah Code Annotated 1953
212 48-1d-1309, Utah Code Annotated 1953
213 48-1d-1310, Utah Code Annotated 1953
214 48-1d-1401, Utah Code Annotated 1953
215 48-1d-1402, Utah Code Annotated 1953
216 48-1d-1403, Utah Code Annotated 1953
217 48-1d-1404, Utah Code Annotated 1953
218 48-1d-1405, Utah Code Annotated 1953
219 48-2a-100, Utah Code Annotated 1953
220 48-2c-100, Utah Code Annotated 1953
221 48-2e-101, Utah Code Annotated 1953
222 48-2e-102, Utah Code Annotated 1953
223 48-2e-103, Utah Code Annotated 1953
224 48-2e-104, Utah Code Annotated 1953
225 48-2e-105, Utah Code Annotated 1953
226 48-2e-106, Utah Code Annotated 1953
227 48-2e-107, Utah Code Annotated 1953
228 48-2e-108, Utah Code Annotated 1953
229 48-2e-109, Utah Code Annotated 1953
230 48-2e-110, Utah Code Annotated 1953
231 48-2e-111, Utah Code Annotated 1953
232 48-2e-112, Utah Code Annotated 1953
233 48-2e-113, Utah Code Annotated 1953
234 48-2e-114, Utah Code Annotated 1953
235 48-2e-115, Utah Code Annotated 1953
236 48-2e-116, Utah Code Annotated 1953
237 48-2e-117, Utah Code Annotated 1953
238 48-2e-118, Utah Code Annotated 1953
239 48-2e-201, Utah Code Annotated 1953
240 48-2e-202, Utah Code Annotated 1953
241 48-2e-203, Utah Code Annotated 1953
242 48-2e-204, Utah Code Annotated 1953
243 48-2e-205, Utah Code Annotated 1953
244 48-2e-206, Utah Code Annotated 1953
245 48-2e-207, Utah Code Annotated 1953
246 48-2e-208, Utah Code Annotated 1953
247 48-2e-209, Utah Code Annotated 1953
248 48-2e-210, Utah Code Annotated 1953
249 48-2e-211, Utah Code Annotated 1953
250 48-2e-212, Utah Code Annotated 1953
251 48-2e-301, Utah Code Annotated 1953
252 48-2e-302, Utah Code Annotated 1953
253 48-2e-303, Utah Code Annotated 1953
254 48-2e-304, Utah Code Annotated 1953
255 48-2e-305, Utah Code Annotated 1953
256 48-2e-306, Utah Code Annotated 1953
257 48-2e-401, Utah Code Annotated 1953
258 48-2e-402, Utah Code Annotated 1953
259 48-2e-403, Utah Code Annotated 1953
260 48-2e-404, Utah Code Annotated 1953
261 48-2e-405, Utah Code Annotated 1953
262 48-2e-406, Utah Code Annotated 1953
263 48-2e-407, Utah Code Annotated 1953
264 48-2e-408, Utah Code Annotated 1953
265 48-2e-409, Utah Code Annotated 1953
266 48-2e-501, Utah Code Annotated 1953
267 48-2e-502, Utah Code Annotated 1953
268 48-2e-503, Utah Code Annotated 1953
269 48-2e-504, Utah Code Annotated 1953
270 48-2e-505, Utah Code Annotated 1953
271 48-2e-601, Utah Code Annotated 1953
272 48-2e-602, Utah Code Annotated 1953
273 48-2e-603, Utah Code Annotated 1953
274 48-2e-604, Utah Code Annotated 1953
275 48-2e-605, Utah Code Annotated 1953
276 48-2e-606, Utah Code Annotated 1953
277 48-2e-607, Utah Code Annotated 1953
278 48-2e-701, Utah Code Annotated 1953
279 48-2e-702, Utah Code Annotated 1953
280 48-2e-703, Utah Code Annotated 1953
281 48-2e-704, Utah Code Annotated 1953
282 48-2e-801, Utah Code Annotated 1953
283 48-2e-802, Utah Code Annotated 1953
284 48-2e-803, Utah Code Annotated 1953
285 48-2e-804, Utah Code Annotated 1953
286 48-2e-805, Utah Code Annotated 1953
287 48-2e-806, Utah Code Annotated 1953
288 48-2e-807, Utah Code Annotated 1953
289 48-2e-808, Utah Code Annotated 1953
290 48-2e-809, Utah Code Annotated 1953
291 48-2e-810, Utah Code Annotated 1953
292 48-2e-811, Utah Code Annotated 1953
293 48-2e-812, Utah Code Annotated 1953
294 48-2e-813, Utah Code Annotated 1953
295 48-2e-901, Utah Code Annotated 1953
296 48-2e-902, Utah Code Annotated 1953
297 48-2e-903, Utah Code Annotated 1953
298 48-2e-904, Utah Code Annotated 1953
299 48-2e-905, Utah Code Annotated 1953
300 48-2e-906, Utah Code Annotated 1953
301 48-2e-907, Utah Code Annotated 1953
302 48-2e-908, Utah Code Annotated 1953
303 48-2e-909, Utah Code Annotated 1953
304 48-2e-910, Utah Code Annotated 1953
305 48-2e-911, Utah Code Annotated 1953
306 48-2e-912, Utah Code Annotated 1953
307 48-2e-1001, Utah Code Annotated 1953
308 48-2e-1002, Utah Code Annotated 1953
309 48-2e-1003, Utah Code Annotated 1953
310 48-2e-1004, Utah Code Annotated 1953
311 48-2e-1005, Utah Code Annotated 1953
312 48-2e-1006, Utah Code Annotated 1953
313 48-2e-1101, Utah Code Annotated 1953
314 48-2e-1102, Utah Code Annotated 1953
315 48-2e-1103, Utah Code Annotated 1953
316 48-2e-1104, Utah Code Annotated 1953
317 48-2e-1105, Utah Code Annotated 1953
318 48-2e-1106, Utah Code Annotated 1953
319 48-2e-1107, Utah Code Annotated 1953
320 48-2e-1108, Utah Code Annotated 1953
321 48-2e-1121, Utah Code Annotated 1953
322 48-2e-1122, Utah Code Annotated 1953
323 48-2e-1123, Utah Code Annotated 1953
324 48-2e-1124, Utah Code Annotated 1953
325 48-2e-1125, Utah Code Annotated 1953
326 48-2e-1126, Utah Code Annotated 1953
327 48-2e-1131, Utah Code Annotated 1953
328 48-2e-1132, Utah Code Annotated 1953
329 48-2e-1133, Utah Code Annotated 1953
330 48-2e-1134, Utah Code Annotated 1953
331 48-2e-1135, Utah Code Annotated 1953
332 48-2e-1136, Utah Code Annotated 1953
333 48-2e-1141, Utah Code Annotated 1953
334 48-2e-1142, Utah Code Annotated 1953
335 48-2e-1143, Utah Code Annotated 1953
336 48-2e-1144, Utah Code Annotated 1953
337 48-2e-1145, Utah Code Annotated 1953
338 48-2e-1146, Utah Code Annotated 1953
339 48-2e-1151, Utah Code Annotated 1953
340 48-2e-1152, Utah Code Annotated 1953
341 48-2e-1153, Utah Code Annotated 1953
342 48-2e-1154, Utah Code Annotated 1953
343 48-2e-1155, Utah Code Annotated 1953
344 48-2e-1156, Utah Code Annotated 1953
345 48-2e-1201, Utah Code Annotated 1953
346 48-2e-1202, Utah Code Annotated 1953
347 48-2e-1203, Utah Code Annotated 1953
348 48-2e-1204, Utah Code Annotated 1953
349 48-2e-1205, Utah Code Annotated 1953
350 48-3a-101, Utah Code Annotated 1953
351 48-3a-102, Utah Code Annotated 1953
352 48-3a-103, Utah Code Annotated 1953
353 48-3a-104, Utah Code Annotated 1953
354 48-3a-105, Utah Code Annotated 1953
355 48-3a-106, Utah Code Annotated 1953
356 48-3a-107, Utah Code Annotated 1953
357 48-3a-108, Utah Code Annotated 1953
358 48-3a-109, Utah Code Annotated 1953
359 48-3a-110, Utah Code Annotated 1953
360 48-3a-111, Utah Code Annotated 1953
361 48-3a-112, Utah Code Annotated 1953
362 48-3a-113, Utah Code Annotated 1953
363 48-3a-114, Utah Code Annotated 1953
364 48-3a-115, Utah Code Annotated 1953
365 48-3a-116, Utah Code Annotated 1953
366 48-3a-201, Utah Code Annotated 1953
367 48-3a-202, Utah Code Annotated 1953
368 48-3a-203, Utah Code Annotated 1953
369 48-3a-204, Utah Code Annotated 1953
370 48-3a-205, Utah Code Annotated 1953
371 48-3a-206, Utah Code Annotated 1953
372 48-3a-207, Utah Code Annotated 1953
373 48-3a-208, Utah Code Annotated 1953
374 48-3a-209, Utah Code Annotated 1953
375 48-3a-210, Utah Code Annotated 1953
376 48-3a-211, Utah Code Annotated 1953
377 48-3a-212, Utah Code Annotated 1953
378 48-3a-301, Utah Code Annotated 1953
379 48-3a-302, Utah Code Annotated 1953
380 48-3a-303, Utah Code Annotated 1953
381 48-3a-304, Utah Code Annotated 1953
382 48-3a-401, Utah Code Annotated 1953
383 48-3a-402, Utah Code Annotated 1953
384 48-3a-403, Utah Code Annotated 1953
385 48-3a-404, Utah Code Annotated 1953
386 48-3a-405, Utah Code Annotated 1953
387 48-3a-406, Utah Code Annotated 1953
388 48-3a-407, Utah Code Annotated 1953
389 48-3a-408, Utah Code Annotated 1953
390 48-3a-409, Utah Code Annotated 1953
391 48-3a-410, Utah Code Annotated 1953
392 48-3a-501, Utah Code Annotated 1953
393 48-3a-502, Utah Code Annotated 1953
394 48-3a-503, Utah Code Annotated 1953
395 48-3a-504, Utah Code Annotated 1953
396 48-3a-601, Utah Code Annotated 1953
397 48-3a-602, Utah Code Annotated 1953
398 48-3a-603, Utah Code Annotated 1953
399 48-3a-701, Utah Code Annotated 1953
400 48-3a-702, Utah Code Annotated 1953
401 48-3a-703, Utah Code Annotated 1953
402 48-3a-704, Utah Code Annotated 1953
403 48-3a-705, Utah Code Annotated 1953
404 48-3a-706, Utah Code Annotated 1953
405 48-3a-707, Utah Code Annotated 1953
406 48-3a-708, Utah Code Annotated 1953
407 48-3a-709, Utah Code Annotated 1953
408 48-3a-710, Utah Code Annotated 1953
409 48-3a-711, Utah Code Annotated 1953
410 48-3a-801, Utah Code Annotated 1953
411 48-3a-802, Utah Code Annotated 1953
412 48-3a-803, Utah Code Annotated 1953
413 48-3a-804, Utah Code Annotated 1953
414 48-3a-805, Utah Code Annotated 1953
415 48-3a-806, Utah Code Annotated 1953
416 48-3a-901, Utah Code Annotated 1953
417 48-3a-902, Utah Code Annotated 1953
418 48-3a-903, Utah Code Annotated 1953
419 48-3a-904, Utah Code Annotated 1953
420 48-3a-905, Utah Code Annotated 1953
421 48-3a-906, Utah Code Annotated 1953
422 48-3a-907, Utah Code Annotated 1953
423 48-3a-908, Utah Code Annotated 1953
424 48-3a-909, Utah Code Annotated 1953
425 48-3a-910, Utah Code Annotated 1953
426 48-3a-911, Utah Code Annotated 1953
427 48-3a-912, Utah Code Annotated 1953
428 48-3a-1001, Utah Code Annotated 1953
429 48-3a-1002, Utah Code Annotated 1953
430 48-3a-1003, Utah Code Annotated 1953
431 48-3a-1004, Utah Code Annotated 1953
432 48-3a-1005, Utah Code Annotated 1953
433 48-3a-1006, Utah Code Annotated 1953
434 48-3a-1007, Utah Code Annotated 1953
435 48-3a-1008, Utah Code Annotated 1953
436 48-3a-1021, Utah Code Annotated 1953
437 48-3a-1022, Utah Code Annotated 1953
438 48-3a-1023, Utah Code Annotated 1953
439 48-3a-1024, Utah Code Annotated 1953
440 48-3a-1025, Utah Code Annotated 1953
441 48-3a-1026, Utah Code Annotated 1953
442 48-3a-1031, Utah Code Annotated 1953
443 48-3a-1032, Utah Code Annotated 1953
444 48-3a-1033, Utah Code Annotated 1953
445 48-3a-1034, Utah Code Annotated 1953
446 48-3a-1035, Utah Code Annotated 1953
447 48-3a-1036, Utah Code Annotated 1953
448 48-3a-1041, Utah Code Annotated 1953
449 48-3a-1042, Utah Code Annotated 1953
450 48-3a-1043, Utah Code Annotated 1953
451 48-3a-1044, Utah Code Annotated 1953
452 48-3a-1045, Utah Code Annotated 1953
453 48-3a-1046, Utah Code Annotated 1953
454 48-3a-1051, Utah Code Annotated 1953
455 48-3a-1052, Utah Code Annotated 1953
456 48-3a-1053, Utah Code Annotated 1953
457 48-3a-1054, Utah Code Annotated 1953
458 48-3a-1055, Utah Code Annotated 1953
459 48-3a-1056, Utah Code Annotated 1953
460 48-3a-1101, Utah Code Annotated 1953
461 48-3a-1102, Utah Code Annotated 1953
462 48-3a-1103, Utah Code Annotated 1953
463 48-3a-1104, Utah Code Annotated 1953
464 48-3a-1105, Utah Code Annotated 1953
465 48-3a-1106, Utah Code Annotated 1953
466 48-3a-1107, Utah Code Annotated 1953
467 48-3a-1108, Utah Code Annotated 1953
468 48-3a-1109, Utah Code Annotated 1953
469 48-3a-1110, Utah Code Annotated 1953
470 48-3a-1111, Utah Code Annotated 1953
471 48-3a-1112, Utah Code Annotated 1953
472 48-3a-1201, Utah Code Annotated 1953
473 48-3a-1202, Utah Code Annotated 1953
474 48-3a-1203, Utah Code Annotated 1953
475 48-3a-1204, Utah Code Annotated 1953
476 48-3a-1205, Utah Code Annotated 1953
477 48-3a-1206, Utah Code Annotated 1953
478 48-3a-1207, Utah Code Annotated 1953
479 48-3a-1208, Utah Code Annotated 1953
480 48-3a-1209, Utah Code Annotated 1953
481 48-3a-1301, Utah Code Annotated 1953
482 48-3a-1302, Utah Code Annotated 1953
483 48-3a-1303, Utah Code Annotated 1953
484 48-3a-1304, Utah Code Annotated 1953
485 48-3a-1401, Utah Code Annotated 1953
486 48-3a-1402, Utah Code Annotated 1953
487 48-3a-1403, Utah Code Annotated 1953
488 48-3a-1404, Utah Code Annotated 1953
489 48-3a-1405, Utah Code Annotated 1953
490 63I-2-248, Utah Code Annotated 1953
491 REPEALS:
492 48-1a-101 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
493 48-1a-102 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
494 48-1b-101 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
495 48-1b-102 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
496 48-1b-103 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
497 48-1b-104 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
498 48-1b-105 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
499 48-1b-106 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
500 48-1b-107 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
501 48-1b-201 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
502 48-1b-202 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
503 48-1b-203 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
504 48-1b-204 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
505 48-1b-301 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
506 48-1b-302 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
507 48-1b-303 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
508 48-1b-304 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
509 48-1b-305 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
510 48-1b-306 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
511 48-1b-307 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
512 48-1b-308 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
513 48-1b-401 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
514 48-1b-402 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
515 48-1b-403 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
516 48-1b-404 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
517 48-1b-405 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
518 48-1b-406 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
519 48-1b-501 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
520 48-1b-502 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
521 48-1b-503 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
522 48-1b-504 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
523 48-1b-601 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
524 48-1b-602 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
525 48-1b-603 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
526 48-1b-701 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
527 48-1b-702 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
528 48-1b-703 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
529 48-1b-704 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
530 48-1b-705 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
531 48-1b-801 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
532 48-1b-802 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
533 48-1b-803 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
534 48-1b-804 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
535 48-1b-805 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
536 48-1b-806 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
537 48-1b-807 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
538 48-1b-901 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
539 48-1b-902 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
540 48-1b-903 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
541 48-1b-904 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
542 48-1b-905 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
543 48-1b-906 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
544 48-1b-907 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
545 48-1b-908 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
546 48-1b-909 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
547 48-1b-910 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
548 48-1b-911 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
549 48-1b-912 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
550 48-1b-913 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
551 48-1b-914 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
552 48-1b-915 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
553 48-1b-1001 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
554 48-1b-1002 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
555 48-1b-1003 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
556 48-1b-1004 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
557 48-1b-1101 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
558 48-1b-1102 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
559 48-1b-1102.1 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
560 48-1b-1103 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
561 48-1b-1104 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
562 48-1b-1105 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
563 48-1b-1201 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
564 48-1b-1202 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
565 48-1b-1203 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
566 48-1b-1204 (Effective 07/01/13), as last amended by Laws of Utah 2012, Chapter 244
567 48-1b-1205 (Effective 07/01/13), as last amended by Laws of Utah 2012, Chapter 244
568 48-2d-101 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
569 48-2d-102 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
570 48-2d-103 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
571 48-2d-104 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
572 48-2d-105 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
573 48-2d-106 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
574 48-2d-107 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
575 48-2d-108 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
576 48-2d-109 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
577 48-2d-110 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
578 48-2d-111 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
579 48-2d-112 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
580 48-2d-113 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
581 48-2d-114 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
582 48-2d-201 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
583 48-2d-202 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
584 48-2d-203 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
585 48-2d-204 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
586 48-2d-205 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
587 48-2d-206 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
588 48-2d-207 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
589 48-2d-208 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
590 48-2d-209 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
591 48-2d-210 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
592 48-2d-301 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
593 48-2d-302 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
594 48-2d-303 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
595 48-2d-304 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
596 48-2d-305 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
597 48-2d-306 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
598 48-2d-401 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
599 48-2d-402 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
600 48-2d-403 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
601 48-2d-404 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
602 48-2d-405 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
603 48-2d-406 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
604 48-2d-407 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
605 48-2d-408 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
606 48-2d-501 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
607 48-2d-502 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
608 48-2d-503 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
609 48-2d-504 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
610 48-2d-505 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
611 48-2d-506 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
612 48-2d-507 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
613 48-2d-508 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
614 48-2d-509 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
615 48-2d-601 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
616 48-2d-602 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
617 48-2d-603 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
618 48-2d-604 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
619 48-2d-605 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
620 48-2d-606 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
621 48-2d-607 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
622 48-2d-701 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
623 48-2d-702 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
624 48-2d-703 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
625 48-2d-704 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
626 48-2d-801 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
627 48-2d-802 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
628 48-2d-803 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
629 48-2d-804 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
630 48-2d-805 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
631 48-2d-806 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
632 48-2d-807 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
633 48-2d-808 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
634 48-2d-809 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
635 48-2d-810 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
636 48-2d-811 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
637 48-2d-812 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
638 48-2d-901 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
639 48-2d-902 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
640 48-2d-903 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
641 48-2d-904 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
642 48-2d-905 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
643 48-2d-906 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
644 48-2d-907 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
645 48-2d-908 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
646 48-2d-1001 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
647 48-2d-1002 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
648 48-2d-1003 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
649 48-2d-1004 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
650 48-2d-1005 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
651 48-2d-1101 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
652 48-2d-1102 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
653 48-2d-1103 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
654 48-2d-1104 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
655 48-2d-1105 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
656 48-2d-1106 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
657 48-2d-1107 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
658 48-2d-1108 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
659 48-2d-1109 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
660 48-2d-1110 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
661 48-2d-1111 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
662 48-2d-1112 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
663 48-2d-1113 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
664 48-2d-1114 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
665 48-2d-1115 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
666 48-2d-1116 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
667 48-2d-1117 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
668 48-2d-1201 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
669 48-2d-1202 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
670 48-2d-1203 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
671 48-2d-1204 (Effective 07/01/13), as last amended by Laws of Utah 2012, Chapter 244
672 48-2d-1205 (Effective 07/01/13), as last amended by Laws of Utah 2012, Chapter 244
673 48-3-101 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
674 48-3-102 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
675 48-3-103 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
676 48-3-104 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
677 48-3-105 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
678 48-3-106 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
679 48-3-107 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
680 48-3-108 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
681 48-3-109 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
682 48-3-110 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
683 48-3-111 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
684 48-3-112 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
685 48-3-201 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
686 48-3-202 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
687 48-3-203 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
688 48-3-204 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
689 48-3-205 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
690 48-3-206 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
691 48-3-207 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
692 48-3-208 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
693 48-3-209 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
694 48-3-301 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
695 48-3-302 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
696 48-3-303 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
697 48-3-304 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
698 48-3-401 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
699 48-3-402 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
700 48-3-403 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
701 48-3-404 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
702 48-3-405 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
703 48-3-406 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
704 48-3-407 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
705 48-3-408 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
706 48-3-409 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
707 48-3-410 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
708 48-3-501 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
709 48-3-502 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
710 48-3-503 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
711 48-3-504 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
712 48-3-601 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
713 48-3-602 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
714 48-3-603 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
715 48-3-701 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
716 48-3-702 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
717 48-3-703 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
718 48-3-704 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
719 48-3-705 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
720 48-3-706 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
721 48-3-707 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
722 48-3-708 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
723 48-3-709 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
724 48-3-801 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
725 48-3-802 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
726 48-3-803 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
727 48-3-804 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
728 48-3-805 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
729 48-3-806 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
730 48-3-807 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
731 48-3-808 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
732 48-3-809 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
733 48-3-901 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
734 48-3-902 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
735 48-3-903 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
736 48-3-904 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
737 48-3-905 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
738 48-3-906 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
739 48-3-1001 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
740 48-3-1002 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
741 48-3-1003 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
742 48-3-1004 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
743 48-3-1005 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
744 48-3-1006 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
745 48-3-1007 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
746 48-3-1008 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
747 48-3-1009 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
748 48-3-1010 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
749 48-3-1011 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
750 48-3-1012 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
751 48-3-1013 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
752 48-3-1014 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
753 48-3-1015 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
754 48-3-1101 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
755 48-3-1102 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
756 48-3-1103 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
757 48-3-1104 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
758 48-3-1105 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
759 48-3-1106 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
760 48-3-1107 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
761 48-3-1108 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
762 48-3-1109 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
763 48-3-1110 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
764 48-3-1111 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
765 48-3-1112 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
766 48-3-1201 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
767 48-3-1202 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
768 48-3-1203 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
769 48-3-1204 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
770 48-3-1205 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
771 48-3-1206 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
772 48-3-1207 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
773 48-3-1208 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
774 48-3-1209 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
775 48-3-1210 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
776 48-3-1301 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
777 48-3-1302 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
778 48-3-1303 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
779 48-3-1304 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
780 48-3-1401 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
781 48-3-1402 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
782 48-3-1403 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
783 48-3-1404 (Effective 07/01/13), as enacted by Laws of Utah 2011, Chapter 353
784 48-3-1405 (Effective 07/01/13), as last amended by Laws of Utah 2012, Chapter 244
785 Uncodified Material Affected:
786 REPEALS UNCODIFIED MATERIAL:
787 Uncodified Laws of Utah 2011, Chapter 353, Section 310
788 This uncodified section affects Title 48 in effect June 30, 2013.
789
790 Be it enacted by the Legislature of the state of Utah:
791 Section 1. Section 7-1-810 (Effective 07/01/13) is amended to read:
792 7-1-810 (Effective 07/01/13). Limited liability companies.
793 (1) Notwithstanding any other provision of this title and subject to Subsection (8), if
794 the conditions of this section are met, the following may be organized as or convert to a limited
795 liability company under Title 48, Chapter [
796 Company Act, or Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Act, as
797 appropriate pursuant to Section 48-3a-1405 :
798 (a) an industrial bank chartered under Chapter 8, Industrial Banks;
799 (b) an industrial loan company as defined in Section 7-8-21 ; or
800 (c) any of the following if the institution is an S Corporation, as defined in Section
801 1361, Internal Revenue Code, immediately before becoming a limited liability company:
802 (i) a bank chartered under Chapter 3, Banks;
803 (ii) a savings and loan association chartered under Chapter 7, Savings and Loan
804 Associations Act; or
805 (iii) a depository institution holding company.
806 (2) (a) Before an institution described in Subsection (1) may organize as or convert to a
807 limited liability company, the institution shall obtain approval of the commissioner.
808 (b) (i) To obtain the approval under this section from the commissioner, the institution
809 shall file a request for approval with the commissioner at least 30 days before the day on which
810 the institution becomes a limited liability company.
811 (ii) If the commissioner does not disapprove the request for approval within 30 days
812 from the day on which the commissioner receives the request, the request is considered
813 approved.
814 (iii) When taking action on a request for approval filed under this section, the
815 commissioner may:
816 (A) approve the request;
817 (B) approve the request subject to terms and conditions the commissioner considers
818 necessary; or
819 (C) disapprove the request.
820 (3) To approve a request for approval, the commissioner shall find:
821 (a) for an institution described in Subsection (1) that is required to be insured by a
822 federal deposit insurance agency, that the institution:
823 (i) will operate in a safe and sound manner;
824 (ii) has the following characteristics:
825 (A) the institution is not subject to automatic termination, dissolution, or suspension
826 upon the happening of some event other than the passage of time;
827 (B) the exclusive authority to manage the institution is vested in a board of managers
828 or directors that:
829 (I) is elected or appointed by the owners;
830 (II) is not required to have owners of the institution included on the board;
831 (III) possesses adequate independence and authority to supervise the operation of the
832 institution; and
833 (IV) operates with substantially the same rights, powers, privileges, duties, and
834 responsibilities as the board of directors of a corporation;
835 (C) neither state law, nor the institution's operating agreement, bylaws, or other
836 organizational documents provide that an owner of the institution is liable for the debts,
837 liabilities, and obligations of the institution in excess of the amount of the owner's investment;
838 and
839 (D) (I) neither state law, nor the institution's operating agreement, bylaws, or other
840 organizational documents require the consent of any other owner of the institution in order for
841 any owner to transfer an ownership interest in the institution, including voting rights; and
842 (II) the institution is able to obtain new investment funding if needed to maintain
843 adequate capital; and
844 (iii) is able to comply with all legal and regulatory requirements for an insured
845 depository institution under applicable federal and state law; and
846 (b) for an institution described in Subsection (1) that is not required to be insured by a
847 federal deposit insurance agency, that the institution will operate in a safe and sound manner.
848 (4) An institution described in Subsection (3)(a) that is organized as a limited liability
849 company shall maintain the characteristics listed in Subsection (3)(a)(ii) during such time as it
850 is authorized to conduct business under this title as a limited liability company.
851 (5) (a) All rights, privileges, powers, duties, and obligations of an institution described
852 in Subsection (1) that is organized as a limited liability company and its members and
853 managers shall be governed by Title 48, Chapter [
854 Liability Company Act, or Title 48, Chapter 3a, Utah Revised Uniform Limited Liability
855 Company Act, as appropriate pursuant to Section 48-3a-1405 except:
856 (i) the following do not apply to an institution that is described in Subsection (3)(a):
857 [
858 [
859 [
860 [
861 [
862 [
863 [
864 [
865 [
866 [
867 (A) Subsection 48-2c-402 (2)(a)(ii);
868 (B) Section 48-2c-604 ;
869 (C) Section 48-2c-703 ;
870 (D) Section 48-2c-708 ;
871 (E) Subsection 48-2c-801 (2);
872 (F) Section 48-2c-1102 ;
873 (G) Section 48-2c-1104 ; and
874 (H) Subsections 48-2c-1201 (2) through (5);
875 (ii) the following do not apply to an institution that is described in Subsection (3)(a):
876 (A) Section 48-3a-111 ;
877 (B) Section 48-3a-113 ;
878 (C) Section 48-3a-201 ;
879 (D) Section 48-3a-401 ;
880 (E) Subsections 48-3a-407 (1) and (3)(c);
881 (F) Section 48-3a-410 ;
882 (G) Subsection 48-3a-502 (1)(c);
883 (H) Title 48, Chapter 3a, Part 6, Dissociation;
884 (I) Section 48-3a-701 ; and
885 (J) Title 48, Chapter 3a, Part 9, Foreign Limited Liability Companies; and
886 [
887 (b) Notwithstanding Subsection (5)(a), for an institution that is described in Subsection
888 (3)(a):
889 (i) for purposes of transferring a member's interests in the institution, a member's
890 interest in the institution shall be treated like a share of stock in a corporation; and
891 (ii) if a member's interest in the institution is transferred voluntarily or involuntarily to
892 another person, the person who receives the member's interest shall obtain the member's entire
893 rights associated with the member's interest in the institution including:
894 (A) all economic rights; and
895 (B) all voting rights.
896 (c) An institution described in Subsection (3)(a) may not by agreement or otherwise
897 change the application of Subsection (5)(a) to the institution.
898 (6) Unless the context requires otherwise, for the purpose of applying this title to an
899 institution described in Subsection (1) that is organized as a limited liability company:
900 (a) a citation to Title 16, Chapter 10a, Utah Revised Business Corporation Act,
901 includes the equivalent citation to Title 48, Chapter [
902 Liability Company Act, or Title 48, Chapter 3a, Utah Revised Uniform Limited Liability
903 Company Act, as appropriate pursuant to Section 48-3a-1405 ;
904 (b) "articles of incorporation" includes a limited liability company's certificate of
905 organization as that term is used in Section [
906 appropriate pursuant to Section 48-3a-1405 ;
907 (c) "board of directors" includes one or more persons who have, with respect to an
908 institution described in Subsection (1), authority substantially similar to that of a board of
909 directors of a corporation;
910 (d) "bylaws" includes a limited liability company's operating agreement as that term is
911 defined in Section [
912 Section 48-3a-1405 ;
913 (e) "corporation" includes a limited liability company organized under Title 48,
914 Chapter [
915 3a, Utah Revised Uniform Limited Liability Act, as appropriate pursuant to Section
916 48-3a-1405 ;
917 (f) "director" includes any of the following of a limited liability company:
918 (i) a manager;
919 (ii) a director; or
920 (iii) other person who has with respect to the institution described in Subsection (1),
921 authority substantially similar to that of a director of a corporation;
922 (g) "dividend" includes distributions made by a limited liability company under Title
923 48, Chapter 2c, Part 10, Distributions, or Title 48, Chapter [
924 to Each Other and to Limited Liability Company, as appropriate pursuant to Section
925 48-3a-1405 ;
926 (h) "incorporator" includes an organizer of a limited liability company as provided in
927 Title 48, Chapter 2c, Part 4, Formation, or Title 48, Chapter [
928 Certificate of Organization and Other Filings, as appropriate pursuant to Section 48-3a-1405 ;
929 (i) "officer" includes any of the following of an institution described in Subsection (1):
930 (i) an officer; or
931 (ii) other person who has with respect to the institution described in Subsection (1)
932 authority substantially similar to that of an officer of a corporation;
933 (j) "security," "shares," or "stock" of a corporation includes:
934 (i) a membership interest in a limited liability company as provided in Title 48,
935 Chapter 2c, Part 7, Members, or Title 48, Chapter [
936 Other and to Limited Liability Company, as appropriate pursuant to Section 48-3a-1405 ; and
937 (ii) a certificate or other evidence of an ownership interest in a limited liability
938 company; and
939 (k) "stockholder" or "shareholder" includes an owner of an interest in an institution
940 described in Subsection (1) including a member as provided in Title 48, Chapter 2c, Part 7,
941 Members, or Title 48, Chapter [
942 Limited Liability Company, as appropriate pursuant to Section 48-3a-1405 .
943 (7) In accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act, the
944 commissioner shall make rules governing the form of a request for approval filed under this
945 section.
946 (8) A depository institution organized under the laws of this state may not be organized
947 as or converted to a series of transferable interests in a limited liability company as provided in
948 Section 48-2c-606, or Title 48, Chapter [
949 appropriate pursuant to Section 48-3a-1405 .
950 Section 2. Section 7-3-10 (Effective 07/01/13) is amended to read:
951 7-3-10 (Effective 07/01/13). Organization -- Powers, rights, and privileges of
952 banking corporation -- Other business activities.
953 (1) A bank chartered under this chapter shall be:
954 (a) a domestic corporation under Title 16, Chapter 10a, Utah Revised Business
955 Corporation Act; or
956 (b) subject to Section 7-1-810 , including the requirement that the bank be an S
957 Corporation immediately before becoming a limited liability company, a limited liability
958 company created under Title 48, Chapter 2c, Utah Revised Limited Liability Company Act, or
959 Title 48, Chapter [
960 pursuant to Section 48-3a-1405 .
961 (2) A bank has all the rights, privileges, and powers necessary or incidental to carrying
962 on the business of banking in addition to the powers granted:
963 (a) if the bank is a corporation, under Title 16, Chapter 10a, Utah Revised Business
964 Corporation Act; or
965 (b) subject to Section 7-1-810 , if the bank is a limited liability company, under Title
966 48, Chapter 2c, Utah Revised Limited Liability Company Act, or Title 48, Chapter [
967 Revised Uniform Limited Liability Company Act, as appropriate pursuant to Section
968 48-3a-1405 .
969 (3) The commissioner may, by rule or order, determine that necessary or incidental
970 rights, privileges, and powers include:
971 (a) the rights, privileges, and powers held by national banks; or
972 (b) other business activities so long as the commissioner's determination is not
973 inconsistent with the rules, regulations, or other actions of the board of governors of the
974 Federal Reserve System under Section 4(c)(8) of the Bank Holding Company Act of 1956, 12
975 U.S.C. Sec. 1843(c)(8).
976 (4) The commissioner shall implement this section in a manner consistent with the
977 purposes set forth in Section 7-1-102 .
978 Section 3. Section 7-8-3 (Effective 07/01/13) is amended to read:
979 7-8-3 (Effective 07/01/13). Organization -- Authorization to conduct business --
980 Deposit insurance.
981 (1) Subject to Subsection (4), the commissioner may authorize a person described in
982 Subsection (2) to conduct business as an industrial bank.
983 (2) (a) Each person organized to conduct the business of an industrial bank in this state
984 shall be organized under:
985 (i) Title 16, Chapter 10a, Utah Revised Business Corporation Act; or
986 (ii) in accordance with Section 7-1-810 , Title 48, Chapter 2c, Utah Revised Limited
987 Liability Company Act, or Title 48, Chapter [
988 Company Act, as appropriate pursuant to Section 48-3a-1405 .
989 (b) A person may not conduct business as an industrial bank authorized under this
990 chapter to conduct business as an industrial bank in any form of entity other than those
991 provided in Subsection (2)(a).
992 (3) (a) All rights, privileges, powers, duties, and obligations of a corporation
993 authorized to conduct business as an industrial bank and its officers, directors, and stockholders
994 shall be governed by Title 16, Chapter 10a, Utah Revised Business Corporation Act, except as
995 otherwise provided in this title.
996 (b) All rights, privileges, powers, duties, and obligations of a limited liability company
997 authorized to conduct business as an industrial bank and its members and managers shall be
998 governed by Title 48, Chapter 2c, Utah Revised Limited Liability Company Act, or Title 48,
999 Chapter [
1000 to Section 48-3a-1405 , except as otherwise provided in this title.
1001 (4) (a) An industrial bank is authorized to receive and hold deposits.
1002 (b) An industrial bank may not conduct business under this chapter as an industrial
1003 bank unless the industrial bank obtains insurance from the Federal Deposit Insurance
1004 Corporation or a successor federal deposit insurance entity for any deposits received or held by
1005 the industrial bank.
1006 Section 4. Section 13-34-114 (Effective 07/01/13) is amended to read:
1007 13-34-114 (Effective 07/01/13). Consent to use of educational terms in business
1008 names.
1009 (1) For purposes of this section:
1010 (a) "Business name" means a name filed with the Division of Corporations and
1011 Commercial Code under:
1012 (i) Section 16-6a-401 ;
1013 (ii) Section 16-10a-401 ;
1014 (iii) Section 16-11-16 ;
1015 (iv) Section 42-2-6.6 ;
1016 (v) Section [
1017 48-3a-1405 ; or
1018 (vi) Section [
1019 48-3a-1405 .
1020 (b) "Educational term" means the term:
1021 (i) "university";
1022 (ii) "college"; or
1023 (iii) "institute" or "institution."
1024 (2) If a statute listed in Subsection (1)(a) requires the written consent of the division to
1025 file a business name with the Division of Corporations and Commercial Code that includes an
1026 educational term, the division may consent to the use of an educational term in accordance with
1027 this statute.
1028 (3) The division shall consent to the use of an educational term in a business name if
1029 the person seeking to file the name:
1030 (a) is registered under this chapter;
1031 (b) is exempt from the chapter under Section 13-34-105 ; or
1032 (c) (i) is not engaged in educational activities; and
1033 (ii) does not represent that it is engaged in educational activities.
1034 (4) The division may withhold consent to use of an educational term in a business
1035 name if the person seeking to file the name:
1036 (a) offers, sells, or awards a degree or any other type of educational credential; and
1037 (b) fails to provide bona fide instruction through student-faculty interaction according
1038 to the standards and criteria established by the division under Subsection 13-34-104 (5).
1039 Section 5. Section 16-6a-1008.7 (Effective 07/01/13) is amended to read:
1040 16-6a-1008.7 (Effective 07/01/13). Conversion to or from a domestic limited
1041 liability company.
1042 (1) (a) A domestic nonprofit corporation may convert to a domestic limited liability
1043 company subject to Title 48, Chapter 2c, Utah Revised Limited Liability Company Act, or Title
1044 48, Chapter [
1045 pursuant to Section 48-3a-1405 , by complying with:
1046 (i) this Subsection (1); and
1047 (ii) Section [
1048 (b) If a domestic nonprofit corporation converts to a domestic limited liability company
1049 in accordance with this Subsection (1), the articles of conversion or statement of conversion, as
1050 applicable, shall:
1051 (i) comply with Section [
1052 48-3a-1045 ; and
1053 (ii) if the corporation has any members, provide for:
1054 (A) the cancellation of any membership; or
1055 (B) the conversion of any membership in the domestic nonprofit corporation to a
1056 membership interest in the domestic limited liability company.
1057 (c) Before articles of conversion or statement of conversion may be filed with the
1058 division, the conversion shall be approved:
1059 (i) in the manner provided for the articles of incorporation or bylaws of the domestic
1060 nonprofit corporation; or
1061 (ii) if the articles of incorporation or bylaws of the domestic nonprofit corporation do
1062 not provide the method for approval:
1063 (A) if the domestic nonprofit corporation has voting members, by all of the members of
1064 the domestic nonprofit corporation regardless of limitations or restrictions on the voting rights
1065 of the members; or
1066 (B) if the nonprofit domestic corporation does not have voting members, by a majority
1067 of:
1068 (I) the directors in office at the time the conversion is approved by the board of
1069 directors; or
1070 (II) if directors have not been appointed or elected, the incorporators.
1071 (2) A domestic limited liability company may convert to a domestic nonprofit
1072 corporation subject to this chapter by:
1073 (a) filing articles of incorporation in accordance with this chapter; and
1074 (b) complying with Section [
1075 pursuant to Section 48-3a-1405 .
1076 (3) Any conversion under this section may not result in a violation, directly or
1077 indirectly, of:
1078 (a) Section 16-6a-1301 ; or
1079 (b) any other provision of this chapter.
1080 Section 6. Section 16-10a-1008.7 (Effective 07/01/13) is amended to read:
1081 16-10a-1008.7 (Effective 07/01/13). Conversion to or from a domestic limited
1082 liability company.
1083 (1) (a) A corporation may convert to a domestic limited liability company subject to
1084 Title 48, Chapter 2c, Utah Revised Limited Liability Company Act, or Title 48, Chapter [
1085 Utah Revised Uniform Limited Liability Company Act, as appropriate pursuant to Section
1086 48-3a-1405 by complying with:
1087 (i) this Subsection (1); and
1088 (ii) Section [
1089 (b) If a corporation converts to a domestic limited liability company in accordance with
1090 this Subsection (1), the articles of conversion shall:
1091 (i) comply with Section [
1092 48-3a-1046 ; and
1093 (ii) if the corporation has issued shares, provide for:
1094 (A) the cancellation of any issued share; or
1095 (B) the conversion of any issued share to a membership interest in the domestic limited
1096 liability company.
1097 (c) Before articles of conversion [
1098 Section 48-2c-1404 , or a statement of conversion, in accordance with Section 48-3a-1045 , may
1099 be filed with the division, the conversion shall be approved:
1100 (i) in the manner provided for the articles of incorporation or bylaws of the
1101 corporation; or
1102 (ii) if the articles of incorporation or bylaws of the corporation do not provide the
1103 method for approval:
1104 (A) if the corporation has issued shares, by all of the outstanding shares of all classes
1105 of shares of the corporation regardless of limitations or restrictions on the voting rights of the
1106 shares; or
1107 (B) if the corporation has not issued shares, by a majority of:
1108 (I) the directors in office at the time that the conversion is approved by the board of
1109 directors; or
1110 (II) if directors have not been appointed or elected, the incorporators.
1111 (2) A domestic limited liability company may convert to a corporation subject to this
1112 chapter by:
1113 (a) filing articles of incorporation in accordance with this chapter; and
1114 (b) complying with Section [
1115 pursuant to Section 48-3a-1405 .
1116 Section 7. Section 16-16-111 (Effective 07/01/13) is amended to read:
1117 16-16-111 (Effective 07/01/13). Name.
1118 (1) Use of the term "cooperative" or its abbreviation under this chapter is not a
1119 violation of the provisions restricting the use of the term under any other law of this state.
1120 (2) (a) Notwithstanding Section [
1121 pursuant to Section 48-2e-1205 , the name of a limited cooperative association shall contain:
1122 (i) the words "limited cooperative association" or "limited cooperative"; or
1123 (ii) the abbreviation "L.C.A." or "LCA".
1124 (b) "Cooperative" may be abbreviated as "Co-op" or "Coop".
1125 (c) "Association" may be abbreviated as "Assoc." or "Assn."[
1126 (d) "Limited" may be abbreviated as "Ltd."
1127 [
1128 chapter is not a violation of the provisions restricting the use of the term under any other law of
1129 this state.
1130 (ii) A limited cooperative association or a member may enforce the restrictions on the
1131 use of the term "cooperative" under this chapter and any other law of this state.
1132 (iii) A limited cooperative association or a member may enforce the restrictions on the
1133 use of the term "cooperative" under any other law of this state.
1134 (3) Except as otherwise provided in Subsection (4), a limited cooperative association
1135 may use only a name that is available. A name is available if it is distinguishable in the records
1136 of the division from:
1137 (a) the name of any entity organized or authorized to transact business in this state;
1138 (b) a name reserved under Section 16-16-112 ; and
1139 (c) an alternative name approved for a foreign cooperative authorized to transact
1140 business in this state.
1141 (4) A limited cooperative association may apply to the division for authorization to use
1142 a name that is not available. The division shall authorize use of the name if:
1143 (a) the person with ownership rights to use the name consents in a record to the use and
1144 applies in a form satisfactory to the division to change the name used or reserved to a name that
1145 is distinguishable upon the records of the division from the name applied for; or
1146 (b) the applicant delivers to the division a certified copy of the final judgment of a
1147 court establishing the applicant's right to use the name in this state.
1148 Section 8. Section 16-17-102 (Effective 07/01/13) is amended to read:
1149 16-17-102 (Effective 07/01/13). Definitions.
1150 In this chapter:
1151 (1) "Appointment of agent" means a statement appointing an agent for service of
1152 process filed by:
1153 (a) a domestic or foreign unincorporated nonprofit association under Section
1154 16-17-204 ; or
1155 (b) a domestic entity that is not a filing entity or a nonqualified foreign entity under
1156 Section 16-17-210 .
1157 (2) "Commercial registered agent" means an individual or a domestic or foreign entity
1158 listed under Section 16-17-204 .
1159 (3) "Division" means the Division of Corporations and Commercial Code.
1160 (4) "Domestic entity" means an entity whose internal affairs are governed by the law of
1161 this state.
1162 (5) "Entity" means a person that has a separate legal existence or has the power to
1163 acquire an interest in real property in its own name other than:
1164 (a) an individual;
1165 (b) a testamentary, inter vivos, or charitable trust, with the exception of a business
1166 trust, statutory trust, or similar trust;
1167 (c) an association or relationship that is not a partnership by reason of Section 202(c)
1168 of the Uniform Partnership Act (1997), or Subsection [
1169 appropriate pursuant to Section 48-1d-1405 , or a similar provision of the law of any other
1170 jurisdiction;
1171 (d) a decedent's estate; or
1172 (e) a public corporation, government or governmental subdivision, agency, or
1173 instrumentality, or quasi-governmental instrumentality.
1174 (6) "Filing entity" means an entity that is created by the filing of a public organic
1175 document.
1176 (7) "Foreign entity" means an entity other than a domestic entity.
1177 (8) "Foreign qualification document" means an application for a certificate of authority
1178 or other foreign qualification filing with the division by a foreign entity.
1179 (9) "Governance interest" means the right under the organic law or organic rules of an
1180 entity, other than as a governor, agent, assignee, or proxy, to:
1181 (a) receive or demand access to information concerning, or the books and records of,
1182 the entity;
1183 (b) vote for the election of the governors of the entity; or
1184 (c) receive notice of or vote on any or all issues involving the internal affairs of the
1185 entity.
1186 (10) "Governor" means a person by or under whose authority the powers of an entity
1187 are exercised and under whose direction the business and affairs of the entity are managed
1188 pursuant to the organic law and organic rules of the entity.
1189 (11) "Interest" means:
1190 (a) a governance interest in an unincorporated entity;
1191 (b) a transferable interest in an unincorporated entity; or
1192 (c) a share or membership in a corporation.
1193 (12) "Interest holder" means a direct holder of an interest.
1194 (13) "Jurisdiction of organization," with respect to an entity, means the jurisdiction
1195 whose law includes the organic law of the entity.
1196 (14) "Noncommercial registered agent" means a person that is not listed as a
1197 commercial registered agent under Section 16-17-204 and that is:
1198 (a) an individual or a domestic or foreign entity that serves in this state as the agent for
1199 service of process of an entity; or
1200 (b) the individual who holds the office or other position in an entity that is designated
1201 as the agent for service of process pursuant to Subsection 16-17-203 (1)(b)(ii).
1202 (15) "Nonqualified foreign entity" means a foreign entity that is not authorized to
1203 transact business in this state pursuant to a filing with the division.
1204 (16) "Nonresident LLP statement" means:
1205 (a) a statement of qualification of a domestic limited liability partnership that does not
1206 have an office in this state; or
1207 (b) a statement of foreign qualification of a foreign limited liability partnership that
1208 does not have an office in this state.
1209 (17) "Organic law" means the statutes, if any, other than this chapter, governing the
1210 internal affairs of an entity.
1211 (18) "Organic rules" means the public organic document and private organic rules of an
1212 entity.
1213 (19) "Person" means an individual, corporation, estate, trust, partnership, limited
1214 liability company, business or similar trust, association, joint venture, public corporation,
1215 government or governmental subdivision, agency, or instrumentality, or any other legal or
1216 commercial entity.
1217 (20) "Private organic rules" mean the rules, whether or not in a record, that govern the
1218 internal affairs of an entity, are binding on all of its interest holders, and are not part of its
1219 public organic document, if any.
1220 (21) "Public organic document" means the public record the filing of which creates an
1221 entity, and any amendment to or restatement of that record.
1222 (22) "Qualified foreign entity" means a foreign entity that is authorized to transact
1223 business in this state pursuant to a filing with the division.
1224 (23) "Record" means information that is inscribed on a tangible medium or that is
1225 stored in an electronic or other medium and is retrievable in perceivable form.
1226 (24) "Registered agent" means a commercial registered agent or a noncommercial
1227 registered agent.
1228 (25) "Registered agent filing" means:
1229 (a) the public organic document of a domestic filing entity;
1230 (b) a nonresident LLP statement;
1231 (c) a foreign qualification document; or
1232 (d) an appointment of agent.
1233 (26) "Represented entity" means:
1234 (a) a domestic filing entity;
1235 (b) a domestic or qualified foreign limited liability partnership that does not have an
1236 office in this state;
1237 (c) a qualified foreign entity;
1238 (d) a domestic or foreign unincorporated nonprofit association for which an
1239 appointment of agent has been filed;
1240 (e) a domestic entity that is not a filing entity for which an appointment of agent has
1241 been filed; or
1242 (f) a nonqualified foreign entity for which an appointment of agent has been filed.
1243 (27) "Sign" means, with present intent to authenticate or adopt a record:
1244 (a) to execute or adopt a tangible symbol; or
1245 (b) to attach to or logically associate with the record an electronic sound, symbol, or
1246 process.
1247 (28) "Transferable interest" means the right under an entity's organic law to receive
1248 distributions from the entity.
1249 (29) "Type," with respect to an entity, means a generic form of entity:
1250 (a) recognized at common law; or
1251 (b) organized under an organic law, whether or not some entities organized under that
1252 organic law are subject to provisions of that law that create different categories of the form of
1253 entity.
1254 Section 9. Section 31A-37a-102 (Effective 07/01/13) is amended to read:
1255 31A-37a-102 (Effective 07/01/13). Definitions.
1256 (1) For purposes of this chapter:
1257 (a) "Ceding insurer" means an insurer that:
1258 (i) is approved by the commissioner;
1259 (ii) is licensed or otherwise authorized to transact the business of insurance or
1260 reinsurance in the insurer's state or country of domicile; and
1261 (iii) cedes risk to a special purpose financial captive insurance company pursuant to a
1262 reinsurance contract.
1263 (b) Notwithstanding Section 31A-27a-102 , "insolvency" or "insolvent" for purposes of
1264 applying Chapter 27a, Insurer Receivership Act, to a special purpose financial captive
1265 insurance company, means that a special purpose financial captive insurance company:
1266 (i) is unable to pay an obligation when the obligation is due, unless the obligation is the
1267 subject of a bona fide dispute; or
1268 (ii) fails to meet the criteria and conditions for solvency of the special purpose financial
1269 captive insurance company established by the commissioner by rule or order.
1270 (c) (i) "Insurance securitization" means a transaction or a group of related transactions:
1271 (A) that may include a capital market offering;
1272 (B) that is effected through one or more related risk transfer instruments and
1273 facilitating administrative agreements;
1274 (C) where all or part of the result of the transaction or group of related transactions is
1275 used to fund the special purpose financial captive insurance company's obligations under a
1276 reinsurance contract with a ceding insurer;
1277 (D) by which:
1278 (I) proceeds are obtained by a special purpose financial captive insurance company,
1279 directly or indirectly, through the issuance of one or more securities by the special purpose
1280 financial captive insurance company or another person; or
1281 (II) a person provides one or more letters of credit or other assets for the benefit of the
1282 special purpose financial captive insurance company if the commissioner authorizes the special
1283 purpose financial captive insurance company to treat the letter of credit or asset as an admitted
1284 asset for purposes of the special purpose financial captive insurance company's annual report;
1285 and
1286 (E) if all or a part of the proceeds, a letter of credit, or asset described in this
1287 Subsection (1)(c) is used to fund the special purpose financial captive insurance company's
1288 obligations under a reinsurance contract with a ceding insurer.
1289 (ii) "Insurance securitization" does not include the issuance of a letter of credit for the
1290 benefit of the commissioner to satisfy all or part of the special purpose financial captive
1291 insurance company's capital and surplus requirements under Section 31A-37a-302 .
1292 (d) "Management" means:
1293 (i) a board of directors of a special purpose financial captive insurance company;
1294 (ii) a managing board of a special purpose financial captive insurance company; or
1295 (iii) one or more individuals with the overall responsibility for the management of the
1296 affairs of the special purpose financial captive insurance company, including:
1297 (A) an officer elected or appointed to act on behalf of the special purpose financial
1298 captive insurance company; or
1299 (B) an agent elected or appointed to act on behalf of the special purpose financial
1300 captive insurance company.
1301 (e) "Organizational document" means:
1302 (i) in the case of a special purpose financial captive insurance company formed as a
1303 stock corporation, the special purpose financial captive insurance company's:
1304 (A) articles of incorporation; and
1305 (B) bylaws; and
1306 (ii) in the case of a special purpose financial captive insurance company formed as a
1307 limited liability company, the special purpose financial captive insurance company's:
1308 (A) articles of organization or certificate of organization; and
1309 (B) operating agreement.
1310 (f) "Reinsurance contract" means a contract between a special purpose financial captive
1311 insurance company and a ceding insurer pursuant to which the special purpose financial captive
1312 insurance company agrees to provide reinsurance to the ceding insurer for risks associated with
1313 the ceding insurer's insurance or reinsurance business.
1314 (g) "Security" means:
1315 (i) a security as defined in Section 31A-1-301 ; or
1316 (ii) one or more of the following that the commissioner designates, by rule or order, as
1317 a "security" for purposes of this chapter:
1318 (A) a debt obligation;
1319 (B) equity;
1320 (C) a surplus certificate;
1321 (D) a surplus note;
1322 (E) a funding agreement;
1323 (F) a derivative; or
1324 (G) another financial instrument.
1325 (h) "Special purpose financial captive insurance company" means a captive insurance
1326 company has a certificate of authority under this chapter from the commissioner to operate as a
1327 special purpose financial captive insurance company pursuant to this chapter.
1328 (i) "Special purpose financial captive insurance company security" means:
1329 (i) a security issued by a special purpose financial captive insurance company; or
1330 (ii) a security issued by a third party, the proceeds of which are obtained directly or
1331 indirectly by a special purpose financial captive insurance company.
1332 (j) "Surplus note" means an unsecured subordinated debt obligation that has one or
1333 more characteristics that are consistent with paragraph 3 of the National Association of
1334 Insurance Commissioners Statement of Statutory Accounting Principals No. 41, as amended
1335 from time to time and as modified or supplemented by rule or order of the commissioner.
1336 (2) The terms defined in Section 31A-37-102 shall have the same meaning for
1337 purposes of this chapter.
1338 Section 10. Section 46-4-503 (Effective 07/01/13) is amended to read:
1339 46-4-503 (Effective 07/01/13). Government products and services provided
1340 electronically.
1341 (1) Notwithstanding Section 46-4-501 , a state governmental agency that administers
1342 one or more of the following transactions shall allow those transactions to be conducted
1343 electronically:
1344 (a) an application for or renewal of a professional or occupational license issued under
1345 Title 58, Occupations and Professions;
1346 (b) the renewal of a drivers license;
1347 (c) an application for a hunting or fishing license;
1348 (d) the filing of:
1349 (i) a return under Title 59, Chapter 10, Individual Income Tax Act or 12, Sales and Use
1350 Tax Act;
1351 (ii) a court document, as defined by the Judicial Council; or
1352 (iii) a document under Title 70A, Uniform Commercial Code;
1353 (e) a registration for:
1354 (i) a product; or
1355 (ii) a brand;
1356 (f) a renewal of a registration of a motor vehicle;
1357 (g) a registration under:
1358 (i) Title 16, Corporations;
1359 (ii) Title 42, Names; or
1360 (iii) on or before December 31, 2013, Title 48, Partnership, and on and after January 1,
1361 2014, Title 48, Unincorporated Business [
1362 (h) submission of an application for benefits:
1363 (i) under Title 35A, Chapter 3, Employment Support Act;
1364 (ii) under Title 35A, Chapter 4, Employment Security Act; or
1365 (iii) related to accident and health insurance.
1366 (2) The state system of public education, in coordination with the Utah Education
1367 Network, shall make reasonable progress toward making the following services available
1368 electronically:
1369 (a) secure access by parents and students to student grades and progress reports;
1370 (b) email communications with:
1371 (i) teachers;
1372 (ii) parent-teacher associations; and
1373 (iii) school administrators;
1374 (c) access to school calendars and schedules; and
1375 (d) teaching resources that may include:
1376 (i) teaching plans;
1377 (ii) curriculum guides; and
1378 (iii) media resources.
1379 (3) A state governmental agency shall:
1380 (a) in carrying out the requirements of this section, take reasonable steps to ensure the
1381 security and privacy of records that are private or controlled as defined by Title 63G, Chapter 2,
1382 Government Records Access and Management Act;
1383 (b) in addition to those transactions listed in Subsections (1) and (2), determine any
1384 additional services that may be made available to the public through electronic means; and
1385 (c) as part of the agency's information technology plan required by Section 63F-1-204 ,
1386 report on the progress of compliance with Subsections (1) through (3).
1387 (4) Notwithstanding the other provisions of this part, a state governmental agency is
1388 not required by this part to conduct a transaction electronically if:
1389 (a) conducting the transaction electronically is not required by federal law; and
1390 (b) conducting the transaction electronically is:
1391 (i) impractical;
1392 (ii) unreasonable; or
1393 (iii) not permitted by laws pertaining to privacy or security.
1394 (5) (a) For purposes of this Subsection (5), "one-stop shop" means the consolidation of
1395 access to diverse services and agencies at one location including virtual colocation.
1396 (b) State agencies that provide services or offer direct assistance to the business
1397 community shall participate in the establishment, maintenance, and enhancement of an
1398 integrated Utah business web portal known as Business.utah.gov. The purpose of the business
1399 web portal is to provide "one-stop shop" assistance to businesses.
1400 (c) State agencies shall partner with other governmental and nonprofit agencies whose
1401 primary mission is to provide services or offer direct assistance to the business community in
1402 Utah in fulfilling the requirements of this section.
1403 (d) The following state entities shall comply with the provisions of this Subsection (5):
1404 (i) Governor's Office of Economic Development, which shall serve as the managing
1405 partner for the website;
1406 (ii) Department of Workforce Services;
1407 (iii) Department of Commerce;
1408 (iv) Tax Commission;
1409 (v) Department of Administrative Services - Division of Purchasing and General
1410 Services, including other state agencies operating under a grant of authority from the division
1411 to procure goods and services in excess of $5,000;
1412 (vi) Department of Agriculture;
1413 (vii) Department of Natural Resources; and
1414 (viii) other state agencies that provide services or offer direct assistance to the business
1415 sector.
1416 (e) The business services available on the business web portal may include:
1417 (i) business life cycle information;
1418 (ii) business searches;
1419 (iii) employment needs and opportunities;
1420 (iv) motor vehicle registration;
1421 (v) permit applications and renewal;
1422 (vi) tax information;
1423 (vii) government procurement bid notifications;
1424 (viii) general business information;
1425 (ix) business directories; and
1426 (x) business news.
1427 Section 11. Section 48-1-.5 is enacted to read:
1428 48-1-.5. Scope of chapter.
1429 Until this chapter is repealed January 1, 2016, this chapter applies only to a partnership
1430 formed on or before December 31, 2013, that has not elected to be governed by Chapter 1d,
1431 Utah Uniform Partnership Act, as provided in Section 48-1d-1405 .
1432 Section 12. Section 48-1c-101 is enacted to read:
1433
1434 48-1c-101. Title.
1435 (1) This title is known as the "Unincorporated Business Entity Act."
1436 (2) This chapter is known as "General Provisions."
1437 Section 13. Section 48-1d-101 is enacted to read:
1438
1439
1440 48-1d-101. Title.
1441 This chapter may be cited as the "Utah Uniform Partnership Act."
1442 Section 14. Section 48-1d-102 is enacted to read:
1443 48-1d-102. Definitions.
1444 As used in this chapter:
1445 (1) "Business" includes every trade, occupation, and profession.
1446 (2) "Contribution," except in the phrase "right of contribution," means property or a
1447 benefit described in Section 48-1d-501 which is provided by a person to a partnership to
1448 become a partner or in the person's capacity as a partner.
1449 (3) "Debtor in bankruptcy" means a person that is the subject of:
1450 (a) an order for relief under Title 11 of the United States Code or a comparable order
1451 under a successor statute of general application; or
1452 (b) a comparable order under federal, state, or foreign law governing insolvency.
1453 (4) "Distribution" means a transfer of money or other property from a partnership to a
1454 person on account of a transferable interest or in a person's capacity as a partner. The term:
1455 (a) includes:
1456 (i) a redemption or other purchase by a partnership of a transferable interest; and
1457 (ii) a transfer to a partner in return for the partner's relinquishment of any right to
1458 participate as a partner in the management or conduct of the partnership's activities and affairs
1459 or have access to records or other information concerning the partnership's activities and
1460 affairs; and
1461 (b) does not include amounts constituting reasonable compensation for present or past
1462 service or payments made in the ordinary course of business under a bona fide retirement plan
1463 or other bona fide benefits program.
1464 (5) "Division" means the Division of Corporations and Commercial Code.
1465 (6) "Foreign limited liability partnership" means a foreign partnership whose partners
1466 have limited liability for the debts, obligations, or other liabilities of the foreign partnership
1467 under a provision similar to Subsection 48-1d-306 (3).
1468 (7) "Foreign partnership" means an unincorporated entity formed under the law of a
1469 jurisdiction other than this state which would be a partnership if formed under the law of this
1470 state. The term includes a foreign limited liability partnership.
1471 (8) "Jurisdiction," used to refer to a political entity, means the United States, a state, a
1472 foreign country, or a political subdivision of a foreign country.
1473 (9) "Jurisdiction of formation" means, with respect to an entity, the jurisdiction:
1474 (a) under whose law the entity is formed; or
1475 (b) in the case of a limited liability partnership or foreign limited liability partnership,
1476 in which the partnership's statement of qualification is filed.
1477 (10) "Limited liability partnership," except in the phrase "foreign limited liability
1478 partnership," means a partnership that has filed a statement of qualification under Section
1479 48-1d-1101 and does not have a similar statement in effect in any other jurisdiction.
1480 (11) "Partner" means a person that:
1481 (a) has become a partner in a partnership under Section 48-1d-401 or was a partner in a
1482 partnership when the partnership became subject to this chapter under Section 48-1d-1405 ; and
1483 (b) has not dissociated as a partner under Section 48-1d-701 .
1484 (12) "Partnership" means an association of two or more persons to carry on as
1485 co-owners a business for profit formed under this chapter or that becomes subject to this
1486 chapter under Part 10, Merger, Interest Exchange, Conversion, and Domestication, or Section
1487 48-1d-1405 . The term includes a limited liability partnership.
1488 (13) "Partnership agreement" means the agreement, whether or not referred to as a
1489 partnership agreement, and whether oral, implied, in a record, or in any combination thereof, of
1490 all the partners of a partnership concerning the matters described in Subsection 48-1d-106 (1).
1491 The term includes the agreement as amended or restated.
1492 (14) "Partnership at will" means a partnership in which the partners have not agreed to
1493 remain partners until the expiration of a definite term or the completion of a particular
1494 undertaking.
1495 (15) "Person" means an individual, business corporation, nonprofit corporation,
1496 partnership, limited partnership, limited liability company, limited cooperative association,
1497 unincorporated nonprofit association, statutory trust, business trust, common-law business
1498 trust, estate, trust, association, joint venture, public corporation, government or governmental
1499 subdivision, agency, or instrumentality, or any other legal or commercial entity.
1500 (16) "Principal office" means the principal executive office of a partnership or a
1501 foreign limited liability partnership, whether or not the office is located in this state.
1502 (17) "Professional services" means a personal service provided by:
1503 (a) a public accountant holding a license under Title 58, Chapter 26a, Certified Public
1504 Accountant Licensing Act, or a subsequent law regulating the practice of public accounting;
1505 (b) an architect holding a license under Title 58, Chapter 3a, Architects Licensing Act,
1506 or a subsequent law regulating the practice of architecture;
1507 (c) an attorney granted the authority to practice law by the:
1508 (i) Utah Supreme Court; or
1509 (ii) one or more of the following that licenses or regulates the authority to practice law
1510 in a state or territory of the United States other than Utah:
1511 (A) a supreme court;
1512 (B) a court other than a supreme court;
1513 (C) an agency;
1514 (D) an instrumentality; or
1515 (E) a regulating board;
1516 (d) a chiropractor holding a license under Title 58, Chapter 73, Chiropractic Physician
1517 Practice Act, or a subsequent law regulating the practice of chiropractics;
1518 (e) a doctor of dentistry holding a license under Title 58, Chapter 69, Dentist and
1519 Dental Hygienist Practice Act, or a subsequent law regulating the practice of dentistry;
1520 (f) a professional engineer registered under Title 58, Chapter 22, Professional
1521 Engineers and Professional Land Surveyors Licensing Act, or a subsequent law regulating the
1522 practice of engineers or land surveyors;
1523 (g) a naturopath holding a license under Title 58, Chapter 71, Naturopathic Physician
1524 Practice Act, or a subsequent law regulating the practice of naturopathy;
1525 (h) a nurse licensed under Title 58, Chapter 31b, Nurse Practice Act, or Chapter 44a,
1526 Nurse Midwife Practice Act, or a subsequent law regulating the practice of nursing;
1527 (i) an optometrist holding a license under Title 58, Chapter 16a, Utah Optometry
1528 Practice Act, or a subsequent law regulating the practice of optometry;
1529 (j) an osteopathic physician or surgeon holding a license under Title 58, Chapter 68,
1530 Utah Osteopathic Medical Practice Act, or a subsequent law regulating the practice of
1531 osteopathy;
1532 (k) a pharmacist holding a license under Title 58, Chapter 17b, Pharmacy Practice Act,
1533 or a subsequent law regulating the practice of pharmacy;
1534 (l) a physician, surgeon, or doctor of medicine holding a license under Title 58,
1535 Chapter 67, Utah Medical Practice Act, or a subsequent law regulating the practice of
1536 medicine;
1537 (m) a physical therapist holding a license under Title 58, Chapter 24b, Physical
1538 Therapy Practice Act, or a subsequent law regulating the practice of physical therapy;
1539 (n) a podiatric physician holding a license under Title 58, Chapter 5a, Podiatric
1540 Physician Licensing Act, or a subsequent law regulating the practice of podiatry;
1541 (o) a psychologist holding a license under Title 58, Chapter 61, Psychologist Licensing
1542 Act, or a subsequent law regulating the practice of psychology;
1543 (p) a principal broker, associate broker, or sales agent holding a license under Title 61,
1544 Chapter 2f, Real Estate Licensing and Practices Act, or a subsequent law regulating the sale,
1545 exchange, purchase, rental, or leasing of real estate;
1546 (q) a clinical or certified social worker holding a license under Title 58, Chapter 60,
1547 Part 2, Social Worker Licensing Act, or a subsequent law regulating the practice of social
1548 work;
1549 (r) a mental health therapist holding a license under Title 58, Chapter 60, Mental
1550 Health Professional Practice Act, or a subsequent law regulating the practice of mental health
1551 therapy;
1552 (s) a veterinarian holding a license under Title 58, Chapter 28, Veterinary Practice Act,
1553 or a subsequent law regulating the practice of veterinary medicine; or
1554 (t) an individual licensed, certified, or registered under Title 61, Chapter 2g, Real
1555 Estate Appraiser Licensing and Certification Act, or a subsequent law regulating the practice of
1556 appraising real estate.
1557 (18) "Property" means all property, whether real, personal, or mixed, or tangible or
1558 intangible, or any right or interest therein.
1559 (19) "Record," used as a noun, means information that is inscribed on a tangible
1560 medium or that is stored in an electronic or other medium and is retrievable in perceivable
1561 form.
1562 (20) "Registered agent" means an agent of a limited liability partnership or foreign
1563 limited liability partnership which is authorized to receive service of any process, notice, or
1564 demand required or permitted by law to be served on the partnership.
1565 (21) "Registered foreign limited liability partnership" means a foreign limited liability
1566 partnership that is registered to do business in this state pursuant to a statement of registration
1567 filed by the division.
1568 (22) "Sign" means, with present intent to authenticate or adopt a record:
1569 (a) to execute or adopt a tangible symbol; or
1570 (b) to attach to or logically associate with the record an electronic symbol, sound, or
1571 process.
1572 (23) "State" means a state of the United States, the District of Columbia, Puerto Rico,
1573 the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction
1574 of the United States.
1575 (24) "Transfer" includes:
1576 (a) an assignment;
1577 (b) a conveyance;
1578 (c) a sale;
1579 (d) a lease;
1580 (e) an encumbrance, including a mortgage or security interest;
1581 (f) a gift; and
1582 (g) a transfer by operation of law.
1583 (25) "Transferable interest" means the right, as initially owned by a person in the
1584 person's capacity as a partner, to receive distributions from a partnership in accordance with the
1585 partnership agreement, whether or not the person remains a partner or continues to own any
1586 part of the right. The term applies to any fraction of the interest, by whomever owned.
1587 (26) "Transferee" means a person to which all or part of a transferable interest has been
1588 transferred, whether or not the transferor is a partner.
1589 (27) "Tribal partnership" means a partnership:
1590 (a) formed under the law of a tribe; and
1591 (b) that is at least 51% owned or controlled by the tribe under whose law the
1592 partnership is formed.
1593 (28) "Tribe" means a tribe, band, nation, pueblo, or other organized group or
1594 community of Indians, including an Alaska Native village, that is legally recognized as eligible
1595 for and is consistent with a special program, service, or entitlement provided by the United
1596 States to Indians because of their status as Indians.
1597 Section 15. Section 48-1d-103 is enacted to read:
1598 48-1d-103. Knowledge -- Notice.
1599 (1) A person knows a fact if the person:
1600 (a) has actual knowledge of it; or
1601 (b) is deemed to know it under Subsection (4)(a) or law other than this chapter.
1602 (2) A person has notice of a fact if the person:
1603 (a) has reason to know the fact from all the facts known to the person at the time in
1604 question; or
1605 (b) is deemed to have notice of the fact under Subsection (4)(b).
1606 (3) Subject to Subsection 48-1d-116 (6), a person notifies another person of a fact by
1607 taking steps reasonably required to inform the other person in ordinary course, whether or not
1608 those steps cause the other person to know the fact.
1609 (4) A person not a partner is deemed:
1610 (a) to know of a limitation on authority to transfer real property as provided in
1611 Subsection 48-1d-303 (7); and
1612 (b) to have notice of:
1613 (i) a partner's dissociation 90 days after a statement of dissociation under Section
1614 48-1d-804 becomes effective; and
1615 (ii) a partnership's:
1616 (A) dissolution 90 days after a statement of dissolution under Subsection
1617 48-1d-902 (2)(b)(i) becomes effective;
1618 (B) termination 90 days after a statement of termination under Subsection
1619 48-1d-902 (2)(b)(vi) becomes effective;
1620 (C) participation in a merger, interest exchange, conversion, or domestication 90 days
1621 after a statement of merger, interest exchange, conversion, or domestication under Part 10,
1622 Merger, Interest Exchange, Conversion, and Domestication, becomes effective; and
1623 (D) abandonment of a merger, interest exchange, conversion, or domestication 90 days
1624 after a statement of abandonment of merger, interest exchange, conversion, or domestication
1625 under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective.
1626 (5) A partner's knowledge or notice of a fact relating to the partnership is effective
1627 immediately as knowledge of or notice to the partnership, except in the case of a fraud on the
1628 partnership committed by or with the consent of that partner.
1629 Section 16. Section 48-1d-104 is enacted to read:
1630 48-1d-104. Governing law.
1631 The internal affairs of a partnership and the liability of a partner as a partner for the
1632 debts, obligations, or other liabilities of the partnership are governed by:
1633 (1) in the case of a limited liability partnership, the law of this state; and
1634 (2) in the case of a partnership that is not a limited liability partnership, the law of the
1635 state of the jurisdiction in which the partnership has its principal office.
1636 Section 17. Section 48-1d-105 is enacted to read:
1637 48-1d-105. Supplemental principles of law.
1638 Unless displaced by particular provisions of this chapter, the principles of law and
1639 equity supplement this chapter.
1640 Section 18. Section 48-1d-106 is enacted to read:
1641 48-1d-106. Partnership agreement -- Scope, function, and limitations.
1642 (1) Except as otherwise provided in Subsections (3) and (4), the partnership agreement
1643 governs:
1644 (a) relations among the partners as partners and between the partners and the
1645 partnership;
1646 (b) the activities and affairs of the partnership and the conduct of those activities and
1647 affairs; and
1648 (c) the means and conditions for amending the partnership agreement.
1649 (2) To the extent the partnership agreement does not provide for a matter described in
1650 Subsection (1), this chapter governs the matter.
1651 (3) A partnership agreement may not:
1652 (a) vary the law applicable under Section 48-1d-104 ;
1653 (b) vary the provisions of Section 48-1d-111 ;
1654 (c) vary the provisions of Section 48-1d-307 ;
1655 (d) unreasonably restrict the duties and rights under Section 48-1d-403 , but the
1656 partnership agreement may impose reasonable restrictions on the availability and use of
1657 information obtained under that section and may define appropriate remedies, including
1658 liquidated damages, for a breach of any reasonable restriction on use;
1659 (e) eliminate the duty of loyalty or the duty of care, except as otherwise provided in
1660 Subsection (4);
1661 (f) eliminate the contractual obligation of good faith and fair dealing under Subsection
1662 48-1d-405 (4), but the partnership agreement may prescribe the standards, if not unconscionable
1663 or against public policy, by which the performance of the obligation is to be measured;
1664 (g) relieve or exonerate a person from liability for conduct involving bad faith, willful
1665 misconduct, or recklessness;
1666 (h) vary the power to dissociate as a partner under Subsection 48-1d-702 (1), except to
1667 require the notice under Subsection 48-1d-701 (1) to be in a record;
1668 (i) vary the right of a court to expel a partner in the events specified in Subsection
1669 48-1d-701 (5);
1670 (j) vary the causes of dissolution specified in Subsection 48-1d-901 (4), (5), or (6);
1671 (k) vary the requirement to wind up the partnership's activities and affairs as specified
1672 in Subsections 48-1d-902 (1), (2)(a), and (4);
1673 (l) vary the right of a partner to approve a merger, interest exchange, conversion, or
1674 domestication under Subsection 48-1d-1023 (1)(b), 48-1d-1033 (1)(b), 48-1d-1043 (1)(b), or
1675 48-1d-1053 (1)(b);
1676 (m) vary any requirement, procedure, or other provision of this chapter pertaining to:
1677 (i) registered agents; or
1678 (ii) the division, including provisions pertaining to records authorized or required to be
1679 delivered to the division for filing under this chapter; or
1680 (n) except as otherwise provided in Section 48-1d-107 and Subsection 48-1d-108 (2),
1681 restrict the rights under this chapter of a person other than a partner.
1682 (4) Subject to Subsection (3)(e), without limiting other terms that may be included in a
1683 partnership agreement, the following rules apply:
1684 (a) The partnership agreement may specify the method by which a specific act or
1685 transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one
1686 or more disinterested and independent persons after full disclosure of all material facts.
1687 (b) If not unconscionable or against public policy, the partnership agreement may:
1688 (i) alter or eliminate the aspects of the duty of loyalty stated in Subsection
1689 48-1d-405 (2);
1690 (ii) identify specific types or categories of activities that do not violate the duty of
1691 loyalty;
1692 (iii) alter the duty of care, except to authorize intentional misconduct or knowing
1693 violation of law; and
1694 (iv) alter or eliminate any other fiduciary duty.
1695 (5) The court shall decide as a matter of law whether a term of a partnership agreement
1696 is unconscionable or against public policy under Subsection (3)(f) or (4)(b). The court:
1697 (a) shall make its determination as of the time the challenged term became part of the
1698 partnership agreement and by considering only circumstances existing at that time; and
1699 (b) may invalidate the term only if, in light of the purposes and business of the
1700 partnership, it is readily apparent that:
1701 (i) the objective of the term is unconscionable or against public policy; or
1702 (ii) the means to achieve the term's objective is unconscionable or against public
1703 policy.
1704 Section 19. Section 48-1d-107 is enacted to read:
1705 48-1d-107. Partnership agreement -- Effect on partnership and person becoming
1706 partner -- Preformation agreement.
1707 (1) A partnership is bound by and may enforce the partnership agreement, whether or
1708 not the partnership has itself manifested assent to the partnership agreement.
1709 (2) A person that becomes a partner of a partnership is deemed to assent to the
1710 partnership agreement.
1711 (3) Two or more persons intending to become the initial partners of a partnership may
1712 make an agreement providing that upon the formation of the partnership the agreement will
1713 become the partnership agreement.
1714 Section 20. Section 48-1d-108 is enacted to read:
1715 48-1d-108. Partnership agreement -- Effect on third parties and relationship to
1716 records effective on behalf of partnership.
1717 (1) A partnership agreement may specify that its amendment requires the approval of a
1718 person that is not a party to the partnership agreement or the satisfaction of a condition. An
1719 amendment is ineffective if its adoption does not include the required approval or satisfy the
1720 specified condition.
1721 (2) The obligations of a partnership and its partners to a person in the person's capacity
1722 as a transferee or person dissociated as a partner are governed by the partnership agreement.
1723 Subject only to a court order issued under Subsection 48-1d-604 (2)(b) to effectuate a charging
1724 order, an amendment to the partnership agreement made after a person becomes a transferee or
1725 is dissociated as a partner:
1726 (a) is effective with regard to any debt, obligation, or other liability of the partnership
1727 or its partners to the person in the person's capacity as a transferee or person dissociated as a
1728 partner; and
1729 (b) is not effective to the extent the amendment:
1730 (i) imposes a new debt, obligation, or other liability on the transferee or person
1731 dissociated as a partner; or
1732 (ii) prejudices the rights under Section 48-1d-801 of a person that dissociated as a
1733 partner before the amendment was made.
1734 (3) If a record delivered by a partnership to the division for filing becomes effective
1735 under this chapter and contains a provision that would be ineffective under Subsection
1736 48-1d-106 (3) or (4)(b) if contained in the partnership agreement, the provision is ineffective in
1737 the record.
1738 (4) Subject to Subsection (3), if a record delivered by a partnership to the division for
1739 filing becomes effective under this chapter and conflicts with a provision of the partnership
1740 agreement:
1741 (a) the partnership agreement prevails as to partners, persons dissociated as partners,
1742 and transferees; and
1743 (b) the record prevails as to other persons to the extent they reasonably rely on the
1744 record.
1745 Section 21. Section 48-1d-109 is enacted to read:
1746 48-1d-109. Delivery of record.
1747 (1) Except as otherwise provided in this chapter, permissible means of delivery of a
1748 record include delivery by hand, the United States Postal Service, commercial delivery service,
1749 and electronic transmission.
1750 (2) Delivery to the division is effective only when a record is received by the division.
1751 Section 22. Section 48-1d-110 is enacted to read:
1752 48-1d-110. Signing of records to be delivered for filing to division.
1753 (1) A record delivered to the division for filing pursuant to this chapter must be signed
1754 as follows:
1755 (a) Except as otherwise provided in Subsections (1)(b) and (c), a record signed by a
1756 partnership must be signed by a person authorized by the partnership.
1757 (b) A record filed on behalf of a dissolved partnership that has no partner must be
1758 signed by the person winding up the partnership's activities and affairs under Subsection
1759 48-1d-902 (3) or a person appointed under Subsection 48-1d-902 (4) to wind up the business.
1760 (c) A statement of denial by a person under Section 48-1d-304 must be signed by that
1761 person.
1762 (d) Any other record delivered on behalf of a person to the division for filing must be
1763 signed by that person.
1764 (2) Any record filed under this chapter may be signed by an agent. Whenever this
1765 chapter requires a particular individual to sign a record and the individual is deceased or
1766 incompetent, the record may be signed by a legal representative of the individual.
1767 (3) A person that signs a record as an agent or legal representative thereby affirms as a
1768 fact that the person is authorized to sign the record.
1769 Section 23. Section 48-1d-111 is enacted to read:
1770 48-1d-111. Signing and filing pursuant to judicial order.
1771 (1) If a person required by this chapter to sign a record or deliver a record to the
1772 division for filing under this chapter does not do so, any other person that is aggrieved may
1773 petition the district court to order:
1774 (a) the person to sign the record;
1775 (b) the person to deliver the record to the division for filing; or
1776 (c) the division to file the record unsigned.
1777 (2) If a petitioner under Subsection (1) is not the partnership or foreign limited liability
1778 partnership to which the record pertains, the petitioner shall make the partnership or foreign
1779 limited liability partnership a party to the action.
1780 (3) A record filed under Subsection (1)(c) is effective without being signed.
1781 Section 24. Section 48-1d-112 is enacted to read:
1782 48-1d-112. Filing requirements.
1783 (1) To be filed by the division pursuant to this chapter, a record must be received by
1784 the division, comply with this chapter, and satisfy the following:
1785 (a) The filing of the record must be required or permitted by this chapter.
1786 (b) The record must be physically delivered in written form unless and to the extent the
1787 division permits electronic delivery of records.
1788 (c) The words in the record must be in English, and numbers must be in Arabic or
1789 Roman numerals, but the name of an entity need not be in English if written in English letters
1790 or Arabic or Roman numerals.
1791 (d) The record must be signed by a person authorized or required under this chapter to
1792 sign the record.
1793 (e) The record must state the name and capacity, if any, of each individual who signed
1794 it, either on behalf of the individual or the person authorized or required to sign the record, but
1795 need not contain a seal, attestation, acknowledgment, or verification.
1796 (2) If law other than this chapter prohibits the disclosure by the division of information
1797 contained in a record delivered to the division for filing, the division shall accept the record if
1798 the record otherwise complies with this chapter but the division may redact the information.
1799 (3) When a record is delivered to the division for filing, any fee required under this
1800 chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other
1801 than this chapter must be paid in a manner permitted by the division or by that law.
1802 (4) The division may require that a record delivered in written form be accompanied by
1803 an identical or conformed copy.
1804 Section 25. Section 48-1d-113 is enacted to read:
1805 48-1d-113. Effective time and date.
1806 Except as otherwise provided in Section 48-1d-114 and subject to Subsection
1807 48-1d-115 (3), a record filed under this chapter is effective:
1808 (1) on the date and at the time of its filing by the division, as provided in Section
1809 48-1d-116 ;
1810 (2) on the date of filing and at the time specified in the record as its effective time, if
1811 later than the time under Subsection (1);
1812 (3) at a specified delayed effective time and date, which may not be more than 90 days
1813 after the date of filing; or
1814 (4) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the
1815 date specified, which may not be more than 90 days after the date of filing.
1816 Section 26. Section 48-1d-114 is enacted to read:
1817 48-1d-114. Withdrawal of filed record before effectiveness.
1818 (1) Except as otherwise provided in Sections 48-1d-1024 , 48-1d-1034 , 48-1d-1044 ,
1819 and 48-1d-1054 , a record delivered to the division for filing may be withdrawn before it takes
1820 effect by delivering to the division for filing a statement of withdrawal.
1821 (2) A statement of withdrawal must:
1822 (a) be signed by each person that signed the record being withdrawn, except as
1823 otherwise agreed by those persons;
1824 (b) identify the record to be withdrawn; and
1825 (c) if signed by fewer than all the persons that signed the record being withdrawn, state
1826 that the record is withdrawn in accordance with the agreement of all the persons that signed the
1827 record.
1828 (3) On filing by the division of a statement of withdrawal, the action or transaction
1829 evidenced by the original record does not take effect.
1830 Section 27. Section 48-1d-115 is enacted to read:
1831 48-1d-115. Correcting filed record.
1832 (1) A person on whose behalf a filed record was delivered to the division for filing may
1833 correct the record if:
1834 (a) the record at the time of filing was inaccurate;
1835 (b) the record was defectively signed; or
1836 (c) the electronic transmission of the record to the division was defective.
1837 (2) To correct a filed record, a person on whose behalf the record was delivered to the
1838 division must deliver to the division for filing a statement of correction.
1839 (3) A statement of correction:
1840 (a) may not state a delayed effective date;
1841 (b) must be signed by the person correcting the filed record;
1842 (c) must identify the filed record to be corrected;
1843 (d) must specify the inaccuracy or defect to be corrected; and
1844 (e) must correct the inaccuracy or defect.
1845 (4) A statement of correction is effective as of the effective date of the filed record that
1846 it corrects except for purposes of Subsection 48-1d-103 (4) and as to persons relying on the
1847 uncorrected filed record and adversely affected by the correction. For those purposes and as to
1848 those persons, the statement of correction is effective when filed.
1849 Section 28. Section 48-1d-116 is enacted to read:
1850 48-1d-116. Duty of division to file -- Review of refusal to file -- Transmission of
1851 information by division.
1852 (1) The division shall file a record delivered to the division for filing which satisfies
1853 this chapter. The duty of the division under this section is ministerial.
1854 (2) When the division files a record, the division shall record it as filed on the date and
1855 at the time of its delivery. After filing a record, the division shall deliver to the person that
1856 submitted the record a copy of the record with an acknowledgment of the date and time of
1857 filing and, in the case of a statement of denial, also to the partnership to which the statement
1858 pertains.
1859 (3) If the division refuses to file a record, the division, not later than 15 business days
1860 after the record is delivered, shall:
1861 (a) return the record or notify the person that submitted the record of the refusal; and
1862 (b) provide a brief explanation in a record of the reason for the refusal.
1863 (4) If the division refuses to file a record, the person that submitted the record may
1864 petition the district court to compel filing of the record. The record and the explanation of the
1865 division of the refusal to file must be attached to the petition. The court may decide the matter
1866 in a summary proceeding.
1867 (5) The filing of or refusal to file a record does not create a presumption that the
1868 information contained in the record is correct or incorrect.
1869 (6) Except as otherwise provided by Section 16-17-301 or by law other than this
1870 chapter, the division may deliver any record to a person by delivering it:
1871 (a) in person to the person that submitted it;
1872 (b) to the address of the person's registered agent;
1873 (c) to the principal office of the person; or
1874 (d) to another address the person provides to the division for delivery.
1875 Section 29. Section 48-1d-117 is enacted to read:
1876 48-1d-117. Liability for inaccurate information in filed record.
1877 (1) If a record delivered to the division for filing under this chapter and filed by the
1878 division contains inaccurate information, a person that suffers loss by reliance on the
1879 information may recover damages for the loss from:
1880 (a) a person that signed the record, or caused another to sign it on the person's behalf,
1881 and knew the information to be inaccurate at the time the record was signed; and
1882 (b) a partner, if:
1883 (i) the record was delivered for filing on behalf of the partnership; and
1884 (ii) the partner had notice of the inaccuracy for a reasonably sufficient time before the
1885 information was relied upon so that, before the reliance, the partner reasonably could have:
1886 (A) effected an amendment under Subsection 48-1d-1101 (6);
1887 (B) filed a petition under Section 48-1d-111 ; or
1888 (C) delivered to the division for filing a statement of change under Section 16-17-206
1889 or a statement of correction under Section 48-1d-115 .
1890 (2) An individual who signs a record authorized or required to be filed under this
1891 chapter affirms under penalty of perjury that the information stated in the record is accurate.
1892 Section 30. Section 48-1d-118 is enacted to read:
1893 48-1d-118. Reservation of power to amend or repeal.
1894 The Legislature of this state has power to amend or repeal all or part of this chapter at
1895 any time, and all domestic and foreign limited liability partnerships subject to this chapter are
1896 governed by the amendment or repeal.
1897 Section 31. Section 48-1d-201 is enacted to read:
1898
1899 48-1d-201. Partnership as entity.
1900 (1) A partnership is an entity distinct from its partners.
1901 (2) A partnership is the same entity regardless of whether the partnership has a
1902 statement of qualification in effect under Section 48-1d-1101 .
1903 Section 32. Section 48-1d-202 is enacted to read:
1904 48-1d-202. Formation of partnership.
1905 (1) Except as otherwise provided in Subsection (2), the association of two or more
1906 persons to carry on as co-owners a business for profit forms a partnership, whether or not the
1907 persons intend to form a partnership.
1908 (2) An association formed under a statute other than this chapter, a predecessor statute,
1909 or a comparable statute of another jurisdiction is not a partnership under this chapter.
1910 (3) In determining whether a partnership is formed, the following rules apply:
1911 (a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property,
1912 common property, or part ownership does not by itself establish a partnership, even if the
1913 co-owners share profits made by the use of the property.
1914 (b) The sharing of gross returns does not by itself establish a partnership, even if the
1915 persons sharing them have a joint or common right or interest in property from which the
1916 returns are derived.
1917 (c) A person who receives a share of the profits of a business is presumed to be a
1918 partner in the business, unless the profits were received in payment:
1919 (i) of a debt by installments or otherwise;
1920 (ii) for services as an independent contractor or of wages or other compensation to an
1921 employee;
1922 (iii) of rent;
1923 (iv) of an annuity or other retirement or health benefit to a deceased or retired partner
1924 or a beneficiary, representative, or designee of a deceased or retired partner;
1925 (v) of interest or other charge on a loan, even if the amount of payment varies with the
1926 profits of the business, including a direct or indirect present or future ownership of the
1927 collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
1928 (vi) for the sale of the goodwill of a business or other property by installments or
1929 otherwise.
1930 Section 33. Section 48-1d-203 is enacted to read:
1931 48-1d-203. Partnership property.
1932 Property acquired by a partnership is property of the partnership and not of the partners
1933 individually.
1934 Section 34. Section 48-1d-204 is enacted to read:
1935 48-1d-204. When property is partnership property.
1936 (1) Property is partnership property if acquired in the name of:
1937 (a) the partnership; or
1938 (b) one or more partners with an indication in the instrument transferring title to the
1939 property of the person's capacity as a partner or of the existence of a partnership but without an
1940 indication of the name of the partnership.
1941 (2) Property is acquired in the name of the partnership by a transfer to:
1942 (a) the partnership in its name; or
1943 (b) one or more partners in their capacity as partners in the partnership, if the name of
1944 the partnership is indicated in the instrument transferring title to the property.
1945 (3) Property is presumed to be partnership property if purchased with partnership
1946 assets, even if not acquired in the name of the partnership or of one or more partners with an
1947 indication in the instrument transferring title to the property of the person's capacity as a
1948 partner or of the existence of a partnership.
1949 (4) Property acquired in the name of one or more of the partners, without an indication
1950 in the instrument transferring title to the property of the person's capacity as a partner or of the
1951 existence of a partnership and without use of partnership assets, is presumed to be separate
1952 property, even if used for partnership purposes.
1953 Section 35. Section 48-1d-301 is enacted to read:
1954
1955 48-1d-301. Partner agent of partnership.
1956 Subject to the effect of a statement of partnership authority under Section 48-1d-303 ,
1957 the following rules apply:
1958 (1) Each partner is an agent of the partnership for the purpose of its activities and
1959 affairs. An act of a partner, including the signing of an instrument in the partnership name, for
1960 apparently carrying on in the ordinary course the partnership's activities and affairs or activities
1961 and affairs of the kind carried on by the partnership binds the partnership, unless the partner did
1962 not have authority to act for the partnership in the particular matter and the person with which
1963 the partner was dealing knew, or had notice, that the partner lacked authority.
1964 (2) An act of a partner, which is not apparently for carrying on in the ordinary course
1965 the partnership's activities and affairs or activities and affairs of the kind carried on by the
1966 partnership, binds the partnership only if the act was actually authorized by all the other
1967 partners.
1968 Section 36. Section 48-1d-302 is enacted to read:
1969 48-1d-302. Transfer of partnership property.
1970 (1) Partnership property may be transferred as follows:
1971 (a) Subject to the effect of a statement of partnership authority under Section
1972 48-1d-303 , partnership property held in the name of the partnership may be transferred by an
1973 instrument of transfer executed by a partner in the partnership name.
1974 (b) Partnership property held in the name of one or more partners with an indication in
1975 the instrument transferring the property to them of their capacity as partners or of the existence
1976 of a partnership, but without an indication of the name of the partnership, may be transferred by
1977 an instrument of transfer executed by the persons in whose name the property is held.
1978 (c) Partnership property held in the name of one or more persons other than the
1979 partnership, without an indication in the instrument transferring the property to them of their
1980 capacity as partners or of the existence of a partnership, may be transferred by an instrument of
1981 transfer executed by the persons in whose name the property is held.
1982 (2) A partnership may recover partnership property from a transferee only if it proves
1983 that execution of the instrument of initial transfer did not bind the partnership under Section
1984 48-1d-301 and:
1985 (a) as to a subsequent transferee who gave value for property transferred under
1986 Subsection (1)(a) or (1)(b), proves that the subsequent transferee knew or had received a
1987 notification that the person who executed the instrument of initial transfer lacked authority to
1988 bind the partnership; or
1989 (b) as to a transferee who gave value for property transferred under Subsection (1)(c),
1990 proves that the transferee knew or had received a notification that the property was partnership
1991 property and that the person who executed the instrument of initial transfer lacked authority to
1992 bind the partnership.
1993 (3) A partnership may not recover partnership property from a subsequent transferee if
1994 the partnership would not have been entitled to recover the property, under Subsection (2),
1995 from any earlier transferee of the property.
1996 (4) If a person holds all the partners' interests in the partnership, all the partnership
1997 property vests in that person. The person may execute a document in the name of the
1998 partnership to evidence vesting of the property in that person and may file or record the
1999 document.
2000 Section 37. Section 48-1d-303 is enacted to read:
2001 48-1d-303. Statement of partnership authority.
2002 (1) A partnership may deliver to the division for filing a statement of partnership
2003 authority. The statement:
2004 (a) must include:
2005 (i) the name of the partnership; and
2006 (ii) if the partnership is not a limited liability partnership, the street and mailing
2007 addresses of its principal office;
2008 (b) with respect to any position that exists in or with respect to the partnership, may
2009 state the authority, or limitations on the authority, of all persons holding the position to:
2010 (i) execute an instrument transferring real property held in the name of the partnership;
2011 or
2012 (ii) enter into other transactions on behalf of, or otherwise act for or bind, the
2013 partnership; and
2014 (c) may state the authority, or limitations on the authority, of a specific person to:
2015 (i) execute an instrument transferring real property held in the name of the partnership;
2016 or
2017 (ii) enter into other transactions on behalf of, or otherwise act for or bind, the
2018 partnership.
2019 (2) To amend or cancel a statement of authority filed by the division, a partnership
2020 must deliver to the division for filing an amendment or cancellation stating:
2021 (a) the name of the partnership;
2022 (b) the street and mailing addresses of the partnership's principal office;
2023 (c) the date the statement of authority being affected became effective; and
2024 (d) the contents of the amendment or a declaration that the statement of authority is
2025 canceled.
2026 (3) A statement of authority affects only the power of a person to bind a partnership to
2027 persons that are not partners.
2028 (4) Subject to Subsection (3) and Subsection 48-1d-103 (4)(a), and except as otherwise
2029 provided in Subsections (6), (7), and (8), a limitation on the authority of a person or a position
2030 contained in an effective statement of authority is not by itself evidence of any person's
2031 knowledge or notice of the limitation.
2032 (5) Subject to Subsection (3), a grant of authority not pertaining to transfers of real
2033 property and contained in an effective statement of authority is conclusive in favor of a person
2034 that gives value in reliance on the grant, except to the extent that if the person gives value:
2035 (a) the person has knowledge to the contrary;
2036 (b) the statement of authority has been canceled or restrictively amended under
2037 Subsection (2); or
2038 (c) a limitation on the grant is contained in another statement of authority that became
2039 effective after the statement of authority containing the grant became effective.
2040 (6) Subject to Subsection (3), an effective statement of authority that grants authority to
2041 transfer real property held in the name of the partnership and a certified copy of which is
2042 recorded in the office for recording transfers of the real property is conclusive in favor of a
2043 person that gives value in reliance on the grant without knowledge to the contrary, except to the
2044 extent that when the person gives value:
2045 (a) the statement of authority has been canceled or restrictively amended under
2046 Subsection (2), and a certified copy of the cancellation or restrictive amendment has been
2047 recorded in the office for recording transfers of the real property; or
2048 (b) a limitation on the grant is contained in another statement of authority that became
2049 effective after the statement of authority containing the grant became effective, and a certified
2050 copy of the later-effective statement of authority is recorded in the office for recording transfers
2051 of the real property.
2052 (7) Subject to Subsection (3), if a certified copy of an effective statement of authority
2053 containing a limitation on the authority to transfer real property held in the name of a
2054 partnership is recorded in the office for recording transfers of that real property, all persons are
2055 deemed to know of the limitation.
2056 (8) Subject to Subsection (9), an effective statement of dissolution is a cancellation of
2057 any filed statement of authority for the purposes of Subsection (6) and is a limitation on
2058 authority for purposes of Subsection (7).
2059 (9) After a statement of dissolution becomes effective, a partnership may deliver to the
2060 division for filing and, if appropriate, may record a statement of authority that is designated as
2061 a postdissolution statement of authority. The postdissolution statement of authority operates as
2062 provided in Subsections (6) and (7).
2063 (10) Unless canceled earlier, an effective statement of authority is canceled by
2064 operation of law five years after the date on which the statement of authority, or its most recent
2065 amendment, becomes effective. Cancellation is effective without recording under Subsection
2066 (6) or (7).
2067 (11) An effective statement of denial operates as a restrictive amendment under this
2068 section and may be recorded by certified copy for purposes of Subsection (6)(a).
2069 Section 38. Section 48-1d-304 is enacted to read:
2070 48-1d-304. Statement of denial.
2071 A person named in a filed statement of authority granting that person authority may
2072 deliver to the division for filing a statement of denial that:
2073 (1) provides the name of the partnership and the caption of the statement of authority to
2074 which the statement of denial pertains; and
2075 (2) denies the grant of authority.
2076 Section 39. Section 48-1d-305 is enacted to read:
2077 48-1d-305. Partnership liable for partner's actionable conduct.
2078 (1) A partnership is liable for loss or injury caused to a person, or for a penalty
2079 incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner
2080 acting in the ordinary course of activities and affairs of the partnership or with the actual or
2081 apparent authority of the partnership.
2082 (2) If, in the course of the partnership's activities and affairs or while acting with actual
2083 or apparent authority of the partnership, a partner receives or causes the partnership to receive
2084 money or property of a person not a partner, and the money or property is misapplied by a
2085 partner, the partnership is liable for the loss.
2086 Section 40. Section 48-1d-306 is enacted to read:
2087 48-1d-306. Partner's liability.
2088 (1) Except as otherwise provided in Subsections (2) and (3), all partners are liable
2089 jointly and severally for all debts, obligations, and other liabilities of the partnership unless
2090 otherwise agreed to by the claimant or provided by law.
2091 (2) A person that becomes a partner is not personally liable for a debt, obligation, or
2092 other liability of the partnership incurred before the person became a partner.
2093 (3) A debt, obligation, or other liability of a partnership incurred while the partnership
2094 is a limited liability partnership is solely the debt, obligation, or other liability of the limited
2095 liability partnership. A partner is not personally liable, directly or indirectly, by way of
2096 contribution or otherwise, for a debt, obligation, or other liability of the limited liability
2097 partnership solely by reason of being or acting as a partner. This Subsection (3) applies:
2098 (a) despite anything inconsistent in the partnership agreement that existed immediately
2099 before the vote or consent required to become a limited liability partnership under Subsection
2100 48-1d-1101 (2); and
2101 (b) regardless of the dissolution of the limited liability partnership.
2102 (4) The failure of a limited liability partnership to observe any formalities relating to
2103 the exercise of its powers or management of its activities and affairs is not a ground for
2104 imposing liability on any partner of the limited liability partnership for a debt, obligation, or
2105 other liability of the limited liability partnership.
2106 (5) The cancellation or administrative revocation of a limited liability partnership's
2107 statement of qualification does not affect the limitation under this section on the liability of a
2108 partner for a debt, obligation, or other liability of the partnership incurred while the statement
2109 was in effect.
2110 (6) Subsection (3) and Part 11, Limited Liability Partnerships, do not alter any law
2111 applicable to the relationship between a person providing a professional service and a person
2112 receiving the professional service, including liability arising out of those professional services.
2113 A person providing a professional service remains personally liable for a result of that person's
2114 act or omission.
2115 Section 41. Section 48-1d-307 is enacted to read:
2116 48-1d-307. Actions by and against partnership and partners.
2117 (1) A partnership may sue and be sued in the name of the partnership.
2118 (2) To the extent not inconsistent with Section 48-1d-306 , a partner may be joined in
2119 an action against the partnership or named in a separate action.
2120 (3) A judgment against a partnership is not by itself a judgment against a partner. A
2121 judgment against a partnership may not be satisfied from a partner's assets unless there is also a
2122 judgment against the partner.
2123 (4) A judgment creditor of a partner may not levy execution against the assets of the
2124 partner to satisfy a judgment based on a claim against the partnership unless the partner is
2125 personally liable for the claim under Section 48-1d-306 , and:
2126 (a) a judgment based on the same claim has been obtained against the partnership and a
2127 writ of execution on the judgment has been returned unsatisfied in whole or in part;
2128 (b) the partnership is a debtor in bankruptcy;
2129 (c) the partner has agreed that the creditor need not exhaust partnership assets;
2130 (d) a court grants permission to the judgment creditor to levy execution against the
2131 assets of a partner based on a finding that partnership assets subject to execution are clearly
2132 insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively
2133 burdensome, or that the grant of permission is an appropriate exercise of the court's equitable
2134 powers; or
2135 (e) liability is imposed on the partner by law or contract independent of the existence of
2136 the partnership.
2137 (5) This section applies to any partnership liability or obligation resulting from a
2138 representation by a partner or purported partner under Section 48-1d-308 .
2139 Section 42. Section 48-1d-308 is enacted to read:
2140 48-1d-308. Liability of purported partner.
2141 (1) If a person, by words or conduct, purports to be a partner, or consents to being
2142 represented by another as a partner, in a partnership or with one or more persons not partners,
2143 the purported partner is liable to a person to whom the representation is made, if that person,
2144 relying on the representation, enters into a transaction with the actual or purported partnership.
2145 If the representation, either by the purported partner or by a person with the purported partner's
2146 consent, is made in a public manner, the purported partner is liable to a person who relies upon
2147 the purported partnership even if the purported partner is not aware of being held out as a
2148 partner to the claimant. If partnership liability results, the purported partner is liable with
2149 respect to that liability as if the purported partner were a partner. If no partnership liability
2150 results, the purported partner is liable with respect to that liability jointly and severally with any
2151 other person consenting to the representation.
2152 (2) If a person is thus represented to be a partner in an existing partnership, or with one
2153 or more persons not partners, the purported partner is an agent of persons consenting to the
2154 representation to bind them to the same extent and in the same manner as if the purported
2155 partner were a partner, with respect to persons who enter into transactions in reliance upon the
2156 representation. If all the partners of the existing partnership consent to the representation, a
2157 partnership act or obligation results. If fewer than all the partners of the existing partnership
2158 consent to the representation, the person acting and the partners consenting to the
2159 representation are jointly and severally liable.
2160 (3) A person is not liable as a partner merely because the person is named by another in
2161 a statement of partnership authority.
2162 (4) A person does not continue to be liable as a partner merely because of a failure to
2163 file a statement of dissociation or to amend a statement of partnership authority to indicate the
2164 partner's dissociation from the partnership.
2165 (5) Except as otherwise provided in Subsections (1) and (2), persons who are not
2166 partners as to each other are not liable as partners to other persons.
2167 Section 43. Section 48-1d-401 is enacted to read:
2168
2169 48-1d-401. Becoming partner.
2170 (1) Upon formation of a partnership, a person becomes a partner under Subsection
2171 48-1d-202 (1).
2172 (2) After formation of a partnership, a person becomes a partner:
2173 (a) as provided in the partnership agreement;
2174 (b) as a result of a transaction effective under Part 10, Merger, Interest Exchange,
2175 Conversion, and Domestication; or
2176 (c) with the consent of all the partners.
2177 (3) A person may become a partner without either:
2178 (a) acquiring a transferable interest; or
2179 (b) making or being obligated to make a contribution to the partnership.
2180 Section 44. Section 48-1d-402 is enacted to read:
2181 48-1d-402. Management rights of partners.
2182 (1) Each partner has equal rights in the management and conduct of the partnership's
2183 activities and affairs.
2184 (2) A partner may use or possess partnership property only on behalf of the partnership.
2185 (3) A partner is not entitled to remuneration for services performed for the partnership,
2186 except for reasonable compensation for services rendered in winding up the activities and
2187 affairs of the partnership.
2188 (4) A difference arising among partners as to a matter in the ordinary course of the
2189 activities of the partnership shall be decided by a majority of the partners.
2190 (5) An act outside the ordinary course of the activities and affairs of the partnership
2191 may be undertaken only with the consent of all partners. An act outside the ordinary course of
2192 business of a partnership, an amendment to the partnership agreement, and the approval of a
2193 transaction under Part 10, Merger, Interest Exchange, Conversion, and Domestication, may be
2194 undertaken only with the affirmative vote or consent of all of the partners.
2195 Section 45. Section 48-1d-403 is enacted to read:
2196 48-1d-403. Rights of partners and person dissociated as partner to information.
2197 (1) A partnership shall keep its books and records, if any, at its principal office.
2198 (2) On reasonable notice, a partner may inspect and copy during regular business
2199 hours, at a reasonable location specified by the partnership, any record maintained by the
2200 partnership regarding the partnership's activities, affairs, financial condition, and other
2201 circumstances, to the extent the information is material to the partner's rights and duties under
2202 the partnership agreement or this chapter.
2203 (3) The partnership shall furnish to each partner:
2204 (a) without demand, any information concerning the partnership's activities, affairs,
2205 financial condition, and other circumstances which the partnership knows and is material to the
2206 proper exercise of the partner's rights and duties under the partnership agreement or this
2207 chapter, except to the extent the partnership can establish that it reasonably believes the partner
2208 already knows the information; and
2209 (b) on demand, any other information concerning the partnership's activities, affairs,
2210 financial condition, and other circumstances, except to the extent the demand or information
2211 demanded is unreasonable or otherwise improper under the circumstances.
2212 (4) The duty to furnish information under Subsection (3) also applies to each partner to
2213 the extent the partner knows any of the information described in Subsection (3).
2214 (5) Subject to Subsection (8), on 10 days' demand made in a record received by a
2215 partnership, a person dissociated as a partner may have access to information to which the
2216 person was entitled while a partner if:
2217 (a) the information pertains to the period during which the person was a partner;
2218 (b) the person seeks the information in good faith; and
2219 (c) the person satisfies the requirements imposed on a partner by Subsection (2).
2220 (6) Not later than 10 days after receiving a demand under Subsection (5), the
2221 partnership in a record shall inform the person that made the demand of:
2222 (a) the information that the partnership will provide in response to the demand and
2223 when and where the partnership will provide the information; and
2224 (b) the partnership's reasons for declining, if the partnership declines to provide any
2225 demanded information.
2226 (7) A partnership may charge a person that makes a demand under this section the
2227 reasonable costs of copying, limited to the costs of labor and material.
2228 (8) A partner or person dissociated as a partner may exercise rights under this section
2229 through an agent or, in the case of an individual under legal disability, a legal representative.
2230 Any restriction or condition imposed by the partnership agreement or under Subsection (11)
2231 applies both to the agent or legal representative and the partner or person dissociated as a
2232 partner.
2233 (9) The rights under this section do not extend to a person as transferee.
2234 (10) If a partner dies, Section 48-1d-605 applies.
2235 (11) In addition to any restriction or condition stated in the partnership agreement, a
2236 partnership, as a matter within the ordinary course of its business, may impose reasonable
2237 restrictions and conditions on access to and use of information to be furnished under this
2238 section, including designating information confidential and imposing nondisclosure and
2239 safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a
2240 restriction under this subsection, the partnership has the burden of proving reasonableness.
2241 Section 46. Section 48-1d-404 is enacted to read:
2242 48-1d-404. Reimbursement, indemnification, advancement, and insurance.
2243 (1) A partnership shall reimburse a partner for any payment made by the partner in the
2244 course of the partner's activities on behalf of the partnership, if the partner complied with
2245 Sections 48-1d-402 and 48-1d-405 in making the payment.
2246 (2) A partnership shall indemnify and hold harmless a person with respect to any claim
2247 or demand against the person and any debt, obligation, or other liability incurred by the person
2248 by reason of the person's former or present capacity as a partner, if the claim, demand, debt,
2249 obligation, or other liability does not arise from the person's breach of Section 48-1d-402 ,
2250 48-1d-405 , or 48-1d-504 .
2251 (3) In the ordinary course of its activities and affairs, a partnership may advance
2252 reasonable expenses, including attorney's fees and costs, incurred by a person in connection
2253 with a claim or demand against the person by reason of the person's former or present capacity
2254 as a partner, if the person promises to repay the partnership if the person ultimately is
2255 determined not to be entitled to be indemnified under Subsection (2).
2256 (4) A partnership may purchase and maintain insurance on behalf of a partner against
2257 liability asserted against or incurred by the partner in that capacity or arising from that status
2258 even if, under Subsection 48-1d-106 (3)(g), the partnership agreement could not eliminate or
2259 limit the person's liability to the partnership for the conduct giving rise to the liability.
2260 (5) A partnership shall reimburse a partner for an advance to the partnership beyond
2261 the amount of capital the partner agreed to contribute.
2262 (6) A payment or advance made by a partner which gives rise to a partnership
2263 obligation under Subsection (1) or (5) constitutes a loan to the partnership which accrues
2264 interest from the date of the payment or advance.
2265 Section 47. Section 48-1d-405 is enacted to read:
2266 48-1d-405. Standards of conduct for partners.
2267 (1) A partner owes to the partnership and the other partners the duties of loyalty and
2268 care stated in Subsections (2) and (3).
2269 (2) The duty of loyalty of a partner includes the duties:
2270 (a) to account to the partnership and hold as trustee for it any property, profit, or
2271 benefit derived by the partner:
2272 (i) in the conduct or winding up of the partnership's activities and affairs;
2273 (ii) from a use by the partner of the partnership's property; or
2274 (iii) from the appropriation of a partnership opportunity;
2275 (b) to refrain from dealing with the partnership in the conduct or winding up of the
2276 partnership's activities and affairs as or on behalf of a person having an interest adverse to the
2277 partnership; and
2278 (c) to refrain from competing with the partnership in the conduct of the partnership's
2279 activities and affairs before the dissolution of the partnership.
2280 (3) The duty of care of a partner in the conduct or winding up of the partnership's
2281 activities and affairs is to refrain from engaging in grossly negligent or reckless conduct,
2282 intentional misconduct, or a knowing violation of law.
2283 (4) A partner shall discharge the duties and obligations under this chapter or under the
2284 partnership agreement and exercise any rights consistently with the contractual obligation of
2285 good faith and fair dealing.
2286 (5) A partner does not violate a duty or obligation under this chapter or under the
2287 partnership agreement solely because the partner's conduct furthers the partner's own interest.
2288 (6) All the partners may authorize or ratify, after full disclosure of all material facts, a
2289 specific act or transaction that otherwise would violate the duty of loyalty.
2290 (7) It is a defense to a claim under Subsection (2)(b) and any comparable claim in
2291 equity or at common law that the transaction was fair to the partnership.
2292 (8) If, as permitted by Subsection (6) or the partnership agreement, a partner enters into
2293 a transaction with the partnership which otherwise would be prohibited by Subsection (2)(b),
2294 the partner's rights and obligations arising from the transaction are the same as those of a
2295 person that is not a partner.
2296 Section 48. Section 48-1d-406 is enacted to read:
2297 48-1d-406. Actions by partnership and partners.
2298 (1) A partnership may maintain an action against a partner for a breach of the
2299 partnership agreement, or for the violation of a duty to the partnership, causing harm to the
2300 partnership.
2301 (2) A partner may maintain an action against the partnership or another partner for
2302 legal or equitable relief, with or without an accounting as to the partnership's activities and
2303 affairs, to:
2304 (a) enforce the partner's rights under the partnership agreement;
2305 (b) enforce the partner's rights under this chapter; or
2306 (c) enforce the rights and otherwise protect the interests of the partner, including rights
2307 and interests arising independently of the partnership relationship.
2308 (3) The accrual of, and any time limitation on, a right of action for a remedy under this
2309 section is governed by other law. A right to an accounting upon a dissolution and winding up
2310 does not revive a claim barred by law.
2311 Section 49. Section 48-1d-407 is enacted to read:
2312 48-1d-407. Continuation of partnership beyond definite term or particular
2313 undertaking.
2314 (1) If a partnership for a definite term or particular undertaking is continued, without
2315 an express agreement, after the expiration of the term or completion of the undertaking, the
2316 rights and duties of the partners remain the same as they were at the expiration or completion,
2317 so far as is consistent with a partnership at will.
2318 (2) If the partners, or those of them who habitually acted in the business during the
2319 term or undertaking, continue the business without any settlement or liquidation of the
2320 partnership, they are presumed to have agreed that the partnership will continue.
2321 Section 50. Section 48-1d-501 is enacted to read:
2322
2323 48-1d-501. Form of contribution.
2324 A contribution may consist of property transferred to, services performed for, or other
2325 benefit provided to the partnership or an agreement to transfer property to, perform services
2326 for, or provide another benefit to the partnership.
2327 Section 51. Section 48-1d-502 is enacted to read:
2328 48-1d-502. Liability for contribution.
2329 (1) A person's obligation to make a contribution to a partnership is not excused by the
2330 person's death, disability, dissolution, or other inability to perform personally.
2331 (2) If a person does not fulfill an obligation to make a contribution other than money,
2332 the person is obligated at the option of the partnership to contribute money equal to the value of
2333 the part of the contribution which has not been made.
2334 (3) The obligation of a person to make a contribution may be compromised only by
2335 consent of all partners. If a creditor of a limited liability partnership extends credit or
2336 otherwise acts in reliance on an obligation described in Subsection (1), without notice of a
2337 compromise under this Subsection (3), the creditor may enforce the obligation.
2338 Section 52. Section 48-1d-503 is enacted to read:
2339 48-1d-503. Sharing of and right to distributions before dissolution.
2340 (1) Any distributions made by a partnership before its dissolution and winding up must
2341 be in equal shares among partners, except to the extent necessary to comply with a transfer
2342 effective under Section 48-1d-603 or charging order in effect under Section 48-1d-604 .
2343 (2) A person has a right to a distribution before the dissolution and winding up of a
2344 partnership only if the partnership decides to make an interim distribution.
2345 (3) A person does not have a right to demand or receive a distribution from a
2346 partnership in any form other than money. Except as otherwise provided in Section 48-1d-906 ,
2347 a partnership may distribute an asset in kind only if each part of the asset is fungible with each
2348 other part and each person receives a percentage of the asset equal in value to the person's share
2349 of distributions.
2350 (4) If a partner or transferee becomes entitled to receive a distribution, the partner or
2351 transferee has the status of, and is entitled to all remedies available to, a creditor of the
2352 partnership with respect to the distribution. However, the partnership's obligation to make a
2353 distribution is subject to offset for any amount owed to the partnership by the partner or a
2354 person dissociated as partner on whose account the distribution is made.
2355 Section 53. Section 48-1d-504 is enacted to read:
2356 48-1d-504. Limitation on distributions by limited liability partnership.
2357 (1) A limited liability partnership may not make a distribution, including a distribution
2358 under Section 48-1d-906 , if after the distribution:
2359 (a) the limited liability partnership would not be able to pay its debts as they become
2360 due in the ordinary course of the partnership's activities and affairs; or
2361 (b) the limited liability partnership's total assets would be less than the sum of its total
2362 liabilities plus, unless the partnership agreement permits otherwise, the amount that would be
2363 needed, if the partnership were to be dissolved and wound up at the time of the distribution, to
2364 satisfy the preferential rights upon dissolution and winding up of partners and transferees
2365 whose preferential rights are superior to the right to receive distributions of the persons
2366 receiving the distribution.
2367 (2) A limited liability partnership may base a determination that a distribution is not
2368 prohibited under Subsection (1) on:
2369 (a) financial statements prepared on the basis of accounting practices and principles
2370 that are reasonable in the circumstances; or
2371 (b) a fair valuation or other method that is reasonable under the circumstances.
2372 (3) Except as otherwise provided in Subsection (5), the effect of a distribution under
2373 Subsection (1) is measured:
2374 (a) in the case of a distribution as defined in Subsection 48-1d-102 (4)(a), as of the
2375 earlier of the date:
2376 (i) money or other property is transferred or debt is incurred by the limited liability
2377 partnership; or
2378 (ii) the person entitled to the distribution ceases to own the interest or rights being
2379 acquired by the limited liability partnership in return for the distribution;
2380 (b) in the case of any other distribution of indebtedness, as of the date the indebtedness
2381 is distributed; and
2382 (c) in all other cases, as of the date:
2383 (i) the distribution is authorized, if the payment occurs not later than 120 days after that
2384 date; or
2385 (ii) the payment is made, if the payment occurs more than 120 days after the
2386 distribution is authorized.
2387 (4) A limited liability partnership's indebtedness to a partner or transferee incurred by
2388 reason of a distribution made in accordance with this section is at parity with the limited
2389 liability partnership's indebtedness to its general, unsecured creditors, except to the extent
2390 subordinated by agreement.
2391 (5) A limited liability partnership's indebtedness, including indebtedness issued as a
2392 distribution, is not a liability for purposes of Subsection (1) if the terms of the indebtedness
2393 provide that payment of principal and interest is made only if and to the extent that a payment
2394 of a distribution could then be made under this section. If the indebtedness is issued as a
2395 distribution, each payment of principal or interest is treated as a distribution, the effect of
2396 which is measured on the date the payment is made.
2397 (6) In measuring the effect of a distribution under Section 48-1d-906 , the liabilities of a
2398 dissolved limited liability partnership do not include any claim that has been disposed of under
2399 Sections 48-1d-907 , 48-1d-908 , and 48-1d-909 .
2400 Section 54. Section 48-1d-505 is enacted to read:
2401 48-1d-505. Liability for improper distributions by a limited liability partnership.
2402 (1) If a partner of a limited liability partnership consents to a distribution made in
2403 violation of Section 48-1d-504 and in consenting to the distribution fails to comply with
2404 Section 48-1d-405 , the partner is personally liable to the limited liability partnership for the
2405 amount of the distribution which exceeds the amount that could have been distributed without
2406 the violation of Section 48-1d-504 .
2407 (2) A person that receives a distribution knowing that the distribution violated Section
2408 48-1d-504 is personally liable to the limited liability partnership but only to the extent that the
2409 distribution received by the person exceeded the amount that could have been properly paid
2410 under Section 48-1d-504 .
2411 (3) A person against which an action is commenced because the person is liable under
2412 Subsection (1) may:
2413 (a) implead any other person that is liable under Subsection (1) and seek to enforce a
2414 right of contribution from the person; and
2415 (b) implead any person that received a distribution in violation of Subsection (2) and
2416 seek to enforce a right of contribution from the person in the amount the person received in
2417 violation of Subsection (2).
2418 (4) An action under this section is barred unless commenced not later than two years
2419 after the distribution.
2420 Section 55. Section 48-1d-601 is enacted to read:
2421
2422 48-1d-601. Partner not co-owner of partnership property.
2423 A partner is not a co-owner of partnership property and has no interest in partnership
2424 property which can be transferred, either voluntarily or involuntarily.
2425 Section 56. Section 48-1d-602 is enacted to read:
2426 48-1d-602. Nature of transferable interest.
2427 A transferable interest is personal property.
2428 Section 57. Section 48-1d-603 is enacted to read:
2429 48-1d-603. Transfer of transferable interest.
2430 (1) A transfer, in whole or in part, of a transferable interest:
2431 (a) is permissible;
2432 (b) does not by itself cause a person's dissociation or a dissolution and winding up of
2433 the partnership's activities and affairs; and
2434 (c) subject to Section 48-1d-605 , does not entitle the transferee to:
2435 (i) participate in the management or conduct of the partnership's activities and affairs;
2436 or
2437 (ii) except as otherwise provided in Subsection (3), have access to records or other
2438 information concerning the partnership's activities and affairs.
2439 (2) A transferee has the right to:
2440 (a) receive, in accordance with the transfer, distributions to which the transferor would
2441 otherwise be entitled; and
2442 (b) seek under Subsection 48-1d-901 (5) a judicial determination that it is equitable to
2443 wind up the partnership's activities and affairs.
2444 (3) In a dissolution and winding up of a partnership, a transferee is entitled to an
2445 account of the partnership's transactions only from the date of the last account agreed to by the
2446 partners.
2447 (4) A partnership need not give effect to a transferee's rights under this section until the
2448 partnership knows or has notice of the transfer.
2449 (5) A transfer of a transferable interest in violation of a restriction on transfer contained
2450 in the partnership agreement is ineffective as to a person having knowledge or notice of the
2451 restriction at the time of transfer.
2452 (6) Except as otherwise provided in Subsection 48-1d-701 (4)(b), if a partner transfers a
2453 transferable interest, the transferor retains the rights of a partner other than the transferable
2454 interest transferred and retains all duties and obligations of a partner.
2455 (7) If a partner transfers a transferable interest to a person that becomes a partner with
2456 respect to the transferred interest, the transferee is liable for the transferor's obligations under
2457 Sections 48-1d-502 and 48-1d-505 known to the transferee when the transferee becomes a
2458 partner.
2459 Section 58. Section 48-1d-604 is enacted to read:
2460 48-1d-604. Charging order.
2461 (1) On application by a judgment creditor of a partner or transferee, a court may enter a
2462 charging order against the transferable interest of the judgment debtor for the unsatisfied
2463 amount of the judgment. A charging order constitutes a lien on a judgment debtor's
2464 transferable interest and, after the partnership has been served with the charging order, requires
2465 the partnership to pay over to the person to which the charging order was issued any
2466 distribution that otherwise would be paid to the judgment debtor.
2467 (2) To the extent necessary to effectuate the collection of distributions pursuant to a
2468 charging order in effect under Subsection (1), the court may:
2469 (a) appoint a receiver of the distributions subject to the charging order, with the power
2470 to make all inquiries the judgment debtor might have made; and
2471 (b) make all other orders necessary to give effect to the charging order.
2472 (3) Upon a showing that distributions under a charging order will not pay the judgment
2473 debt within a reasonable time, the court may foreclose the lien and order the sale of the
2474 transferable interest. The purchaser at the foreclosure sale obtains only the transferable
2475 interest, does not thereby become a partner, and is subject to Section 48-1d-603 .
2476 (4) At any time before foreclosure under Subsection (3), the partner or transferee
2477 whose transferable interest is subject to a charging order under Subsection (1) may extinguish
2478 the charging order by satisfying the judgment and filing a certified copy of the satisfaction with
2479 the court that issued the charging order.
2480 (5) At any time before foreclosure under Subsection (3), a partnership or one or more
2481 partners whose transferable interests are not subject to the charging order may pay to the
2482 judgment creditor the full amount due under the judgment and thereby succeed to the rights of
2483 the judgment creditor, including the charging order.
2484 (6) This chapter does not deprive any partner or transferee of the benefit of any
2485 exemption law applicable to the transferable interest of the partner or transferee.
2486 (7) This section provides the exclusive remedy by which a person seeking to enforce a
2487 judgment against a partner or transferee, in the capacity of judgment creditor, may satisfy the
2488 judgment from the judgment debtor's transferable interest.
2489 Section 59. Section 48-1d-605 is enacted to read:
2490 48-1d-605. Power of legal representative of deceased partner.
2491 If a partner dies, the deceased partner's legal representative may exercise:
2492 (1) the rights of a transferee provided in Subsection 48-1d-603 (3); and
2493 (2) for purposes of settling the estate, the rights the deceased partner had under Section
2494 48-1d-403 .
2495 Section 60. Section 48-1d-701 is enacted to read:
2496
2497 48-1d-701. Events causing dissociation.
2498 A person is dissociated as a partner when:
2499 (1) the partnership has notice of the person's express will to withdraw as a partner, but,
2500 if the person specified a withdrawal date later than the date the partnership had notice, on that
2501 later date;
2502 (2) an event stated in the partnership agreement as causing the person's dissociation
2503 occurs;
2504 (3) the person is expelled as a partner pursuant to the partnership agreement;
2505 (4) the person is expelled as a partner by the unanimous vote or consent of the other
2506 partners if:
2507 (a) it is unlawful to carry on the partnership's activities and affairs with the person as a
2508 partner;
2509 (b) there has been a transfer of all of the person's transferable interest in the
2510 partnership, other than:
2511 (i) a transfer for security purposes; or
2512 (ii) a charging order in effect under Section 48-1d-604 , which has not been foreclosed;
2513 (c) the person is a corporation and:
2514 (i) the partnership notifies the person that it will be expelled as a partner because the
2515 person has filed a statement of dissolution or the equivalent, its charter has been revoked, or its
2516 right to conduct business has been suspended by the jurisdiction of its incorporation; and
2517 (ii) not later than 90 days after the notification, the statement of dissolution or the
2518 equivalent has not been revoked or the charter or right to conduct business has not been
2519 reinstated; or
2520 (d) the person is an unincorporated entity that has been dissolved and whose business
2521 is being wound up;
2522 (5) on application by the partnership or another partner, the person is expelled as a
2523 partner by judicial order because the person:
2524 (a) has engaged or is engaging in wrongful conduct that has affected adversely and
2525 materially, or will affect adversely and materially, the partnership's activities and affairs;
2526 (b) has committed willfully or persistently, or is committing willfully or persistently, a
2527 material breach of the partnership agreement or a duty or obligation under Section 48-1d-405 ;
2528 or
2529 (c) engaged or is engaging in conduct relating to the partnership's activities and affairs
2530 which makes it not reasonably practicable to carry on the partnership's activities and affairs
2531 with the person as a partner;
2532 (6) in the case of an individual:
2533 (a) the individual dies;
2534 (b) a guardian or general conservator for the individual is appointed; or
2535 (c) a court orders that the individual has otherwise become incapable of performing the
2536 individual's duties as a partner under this chapter or the partnership agreement;
2537 (7) the person:
2538 (a) becomes a debtor in bankruptcy;
2539 (b) executes an assignment for the benefit of creditors; or
2540 (c) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
2541 liquidator of the person or of all, or substantially all, of the person's property;
2542 (8) in the case of a person that is a testamentary or inter vivos trust or is acting as a
2543 partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the
2544 partnership is distributed;
2545 (9) in the case of a person that is an estate or is acting as a partner by virtue of being a
2546 personal representative of an estate, the estate's entire transferable interest in the partnership is
2547 distributed, but not merely by reason of the substitution of a successor personal representative;
2548 (10) in the case of a person that is not an individual, corporation, unincorporated entity,
2549 trust, or estate, the existence of the person terminates;
2550 (11) the partnership participates in a merger under Part 10, Merger, Interest Exchange,
2551 Conversion, and Domestication, and:
2552 (a) the partnership is not the surviving entity; or
2553 (b) otherwise as a result of the merger, the person ceases to be a partner;
2554 (12) the partnership participates in an interest exchange under Part 10, Merger, Interest
2555 Exchange, Conversion, and Domestication, and, as a result of the interest exchange, the person
2556 ceases to be a partner;
2557 (13) the partnership participates in a conversion under Part 10, Merger, Interest
2558 Exchange, Conversion, and Domestication;
2559 (14) the partnership participates in a domestication under Part 10, Merger, Interest
2560 Exchange, Conversion, and Domestication, and, as a result of the domestication, the person
2561 ceases to be a partner; or
2562 (15) the partnership dissolves and completes winding up.
2563 Section 61. Section 48-1d-702 is enacted to read:
2564 48-1d-702. Power to dissociate as partner -- Wrongful dissociation.
2565 (1) A person has the power to dissociate as a partner at any time, rightfully or
2566 wrongfully, by withdrawing as a partner by express will under Subsection 48-1d-701 (1).
2567 (2) A person's dissociation as a partner is wrongful only if the dissociation:
2568 (a) is in breach of an express provision of the partnership agreement; or
2569 (b) in the case of a partnership for a definite term or particular undertaking, occurs
2570 before the expiration of the term or the completion of the undertaking and:
2571 (i) the person withdraws by express will, unless the withdrawal follows not later than
2572 90 days after another person's dissociation by death or otherwise under Subsections
2573 48-1d-701 (6) through (10) or wrongful dissociation under this subsection;
2574 (ii) the person is expelled by judicial order under Subsection 48-1d-701 (5);
2575 (iii) the person is dissociated under Subsection 48-1d-701 (7); or
2576 (iv) in the case of a person that is not a trust other than a business trust, an estate, an
2577 individual, or a trust other than a business trust, the person is expelled or otherwise dissociated
2578 because it willfully dissolved or terminated.
2579 (3) A person that wrongfully dissociates is liable to the partnership and to the other
2580 partners for damages caused by the dissociation. The liability is in addition to any debt,
2581 obligation, or other liability of the partner to the partnership or the other partners.
2582 Section 62. Section 48-1d-703 is enacted to read:
2583 48-1d-703. Effect of dissociation.
2584 (1) If a person's dissociation results in a dissolution and winding up of the partnership's
2585 activities and affairs, Part 9, Dissolution and Winding Up, applies, otherwise, Part 8, Partner's
2586 Dissociation When Business Not Wound Up, applies.
2587 (2) If a person is dissociated as a partner:
2588 (a) the person's right to participate in the management and conduct of the partnership's
2589 activities and affairs terminates, except as otherwise provided in Subsection 48-1d-902 (3); and
2590 (b) the person's duties and obligations under Section 48-1d-405 :
2591 (i) end with regard to matters arising and events occurring after the person's
2592 dissociation; and
2593 (ii) continue only with regard to matters arising and events occurring before the
2594 person's dissociation, unless the partner participates in winding up the partnership's activities
2595 and affairs pursuant to Section 48-1d-902 .
2596 (3) A person's dissociation does not of itself discharge the person from a debt,
2597 obligation, or other liability to the partnership or the other partners which the person incurred
2598 while a partner.
2599 Section 63. Section 48-1d-801 is enacted to read:
2600
2601 48-1d-801. Purchase of interest of person dissociated as partner.
2602 (1) If a person is dissociated as a partner without the dissociation resulting in a
2603 dissolution and winding up of the partnership's activities and affairs under Section 48-1d-901 ,
2604 the partnership shall cause the person's interest in the partnership to be purchased for a buyout
2605 price determined pursuant to Subsection (2).
2606 (2) The buyout price of the interest of a person dissociated as a partner is the amount
2607 that would have been distributable to the person under Subsection 48-1d-906 (2) if, on the date
2608 of dissociation, the assets of the partnership were sold and the partnership were wound up, with
2609 the sale price equal to the greater of:
2610 (a) the liquidation value; or
2611 (b) the value based on a sale of the entire business as a going concern without the
2612 person.
2613 (3) Interest accrues on the buyout price from the date of dissociation to the date of
2614 payment, but damages for wrongful dissociation under Subsection 48-1d-702 (2), and all other
2615 amounts owing, whether or not presently due, from the person dissociated as a partner to the
2616 partnership, must be offset against the buyout price.
2617 (4) A partnership shall defend, indemnify, and hold harmless a person dissociated as a
2618 partner whose interest is being purchased against all partnership liabilities, whether incurred
2619 before or after the dissociation, except liabilities incurred by an act of the person dissociated as
2620 a partner under Section 48-1d-802 .
2621 (5) If no agreement for the purchase of the interest of a person dissociated as a partner
2622 is reached not later than 120 days after a written demand for payment, the partnership shall pay,
2623 or cause to be paid, in money to the person the amount the partnership estimates to be the
2624 buyout price and accrued interest, reduced by any offsets and accrued interest under Subsection
2625 (3).
2626 (6) If a deferred payment is authorized under Subsection (8), the partnership may
2627 tender a written offer to pay the amount it estimates to be the buyout price and accrued interest,
2628 reduced by any offsets under Subsection (3), stating the time of payment, the amount and type
2629 of security for payment, and the other terms and conditions of the obligation.
2630 (7) The payment or tender required by Subsection (5) or (6) must be accompanied by
2631 the following:
2632 (a) a statement of partnership assets and liabilities as of the date of dissociation;
2633 (b) the latest available partnership balance sheet and income statement, if any;
2634 (c) an explanation of how the estimated amount of the payment was calculated; and
2635 (d) written notice that the payment is in full satisfaction of the obligation to purchase
2636 unless, not later than 120 days after the written notice, the person dissociated as a partner
2637 commences an action to determine the buyout price, any offsets under Subsection (3), or other
2638 terms of the obligation to purchase.
2639 (8) A person that wrongfully dissociates as a partner before the expiration of a definite
2640 term or the completion of a particular undertaking is not entitled to payment of any part of the
2641 buyout price until the expiration of the term or completion of the undertaking, unless the
2642 person establishes to the satisfaction of the court that earlier payment will not cause undue
2643 hardship to the business of the partnership. A deferred payment must be adequately secured
2644 and bear interest.
2645 (9) A person dissociated as a partner may maintain an action against the partnership,
2646 pursuant to Subsection 48-1d-406 (2), to determine the buyout price of that person's interest,
2647 any offsets under Subsection (3), or other terms of the obligation to purchase. The action must
2648 be commenced not later than 120 days after the partnership has tendered payment or an offer to
2649 pay or within one year after written demand for payment if no payment or offer to pay is
2650 tendered. The court shall determine the buyout price of the person's interest, any offset due
2651 under Subsection (3), and accrued interest, and enter judgment for any additional payment or
2652 refund. If deferred payment is authorized under Subsection (8), the court shall also determine
2653 the security for payment and other terms of the obligation to purchase. The court may assess
2654 reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to
2655 the action, in amounts the court finds equitable, against a party that the court finds acted
2656 arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's
2657 failure to tender payment or an offer to pay or to comply with Subsection (7).
2658 Section 64. Section 48-1d-802 is enacted to read:
2659 48-1d-802. Power to bind and liability of person dissociated as partner.
2660 (1) After a person is dissociated as a partner without the dissociation resulting in a
2661 dissolution and winding up of the partnership's activities and affairs and before the partnership
2662 is merged out of existence, converted, or domesticated under Part 10, Merger, Interest
2663 Exchange, Conversion, and Domestication, or dissolved, the partnership is bound by an act of
2664 the person only if:
2665 (a) the act would have bound the partnership under Section 48-1d-301 before
2666 dissociation; and
2667 (b) at the time the other party enters into the transaction:
2668 (i) less than two years has passed since the dissociation; and
2669 (ii) the other party does not know or have notice of the dissociation and reasonably
2670 believes that the person is a partner.
2671 (2) If a partnership is bound under Subsection (1), the person dissociated as a partner
2672 which caused the partnership to be bound is liable:
2673 (a) to the partnership for any damage caused to the partnership arising from the
2674 obligation incurred under Subsection (1); and
2675 (b) if a partner or another person dissociated as a partner is liable for the obligation, to
2676 the partner or other person for any damage caused to the partner or other person arising from
2677 the liability.
2678 Section 65. Section 48-1d-803 is enacted to read:
2679 48-1d-803. Liability of person dissociated as partner to other persons.
2680 (1) A person's dissociation as a partner does not of itself discharge the person's liability
2681 as a partner for a debt, obligation, or other liability of the partnership incurred before
2682 dissociation. Except as otherwise provided in Subsection (2), the person is not liable for a
2683 partnership obligation incurred after dissociation.
2684 (2) A person that has dissociated as a partner without the dissociation resulting in a
2685 dissolution and winding up of the partnership's activities and affairs is liable on a transaction
2686 entered into by the partnership after the dissociation only if:
2687 (a) a partner would be liable on the transaction; and
2688 (b) at the time the other party enters into the transaction:
2689 (i) less than two years has passed since the dissociation; and
2690 (ii) the other party does not have knowledge or notice of the dissociation and
2691 reasonably believes that the person is a partner.
2692 (3) By agreement with a creditor of a partnership and the partnership, a person
2693 dissociated as a partner may be released from liability for an obligation of the partnership.
2694 (4) A person dissociated as a partner is released from liability for an obligation of the
2695 partnership if the partnership's creditor, with knowledge or notice of the person's dissociation
2696 but without the person's consent, agrees to a material alteration in the nature or time of payment
2697 of the obligation.
2698 Section 66. Section 48-1d-804 is enacted to read:
2699 48-1d-804. Statement of dissociation.
2700 (1) A person dissociated as a partner or the partnership may file a statement of
2701 dissociation stating the name of the partnership and that the partner is dissociated from the
2702 partnership.
2703 (2) A statement of dissociation is a limitation on the authority of a person dissociated
2704 as a partner for the purposes of Subsections 48-1d-303 (4) and (5).
2705 Section 67. Section 48-1d-805 is enacted to read:
2706 48-1d-805. Continued use of partnership name.
2707 Continued use of a partnership name, or name of a person dissociated as a partner as
2708 part of the partnership name, by partners continuing the business does not of itself make the
2709 person dissociated as a partner liable for an obligation of the partners or the partnership
2710 continuing the business.
2711 Section 68. Section 48-1d-901 is enacted to read:
2712
2713 48-1d-901. Events causing dissolution.
2714 A partnership is dissolved, and its activities and affairs must be wound up, upon the
2715 occurrence of any of the following:
2716 (1) in a partnership at will, the partnership has notice of a person's express will to
2717 withdraw as a partner, other than a partner that has dissociated under Subsections 48-1d-701 (2)
2718 through (10), but, if the person specifies a withdrawal date later than the date the partnership
2719 had notice, on the later date;
2720 (2) in a partnership for a definite term or particular undertaking:
2721 (a) within 90 days after a person's dissociation by death or otherwise under Subsections
2722 48-1d-701 (6) through (10) or wrongful dissociation under Subsection 48-1d-702 (2), the
2723 affirmative vote or consent of at least half of the remaining partners to wind up the
2724 partnership's activities and affairs, for which purpose a person's rightful dissociation pursuant
2725 to Subsection 48-1d-702 (2)(b)(i) constitutes the expression of that partner's consent to wind up
2726 the partnership's activities and affairs;
2727 (b) the express consent of all the partners to wind up the partnership's activities and
2728 affairs; or
2729 (c) the expiration of the term or the completion of the undertaking;
2730 (3) an event or circumstance that the partnership agreement states causes dissolution;
2731 (4) on application by a partner, the entry by the district court of an order dissolving the
2732 partnership on the ground that:
2733 (a) the conduct of all or substantially all the partnership's activities and affairs is
2734 unlawful;
2735 (b) the economic purpose of the partnership is likely to be unreasonably frustrated;
2736 (c) another partner has engaged in conduct relating to the partnership's activities and
2737 affairs which makes it not reasonably practicable to carry on the business in partnership with
2738 that partner; or
2739 (d) it is not otherwise reasonably practicable to carry on the partnership's activities and
2740 affairs in conformity with the partnership agreement;
2741 (5) on application by a transferee, the entry by the district court of an order dissolving
2742 the partnership on the ground that it is equitable to wind up the partnership's activities and
2743 affairs:
2744 (a) after the expiration of the term or completion of the undertaking, if the partnership
2745 was for a definite term or particular undertaking at the time of the transfer or entry of the
2746 charging order that gave rise to the transfer; or
2747 (b) at any time, if the partnership was a partnership at will at the time of the transfer or
2748 entry of the charging order that gave rise to the transfer; or
2749 (6) the passage of 90 consecutive days during which the partnership does not have at
2750 least two partners.
2751 Section 69. Section 48-1d-902 is enacted to read:
2752 48-1d-902. Winding up.
2753 (1) A dissolved partnership shall wind up its activities and affairs and, except as
2754 otherwise provided in Section 48-1d-903 , the partnership continues after dissolution only for
2755 the purpose of winding up.
2756 (2) In winding up its activities and affairs, the partnership:
2757 (a) shall discharge the partnership's debts, obligations, and other liabilities, settle and
2758 close the partnership's activities and affairs, and marshal and distribute the assets of the
2759 partnership; and
2760 (b) may:
2761 (i) deliver to the division for filing a statement of dissolution stating the name of the
2762 partnership and that the partnership is dissolved;
2763 (ii) preserve the partnership's activities and affairs and property as a going concern for
2764 a reasonable time;
2765 (iii) prosecute and defend actions and proceedings, whether civil, criminal, or
2766 administrative;
2767 (iv) transfer the partnership's property;
2768 (v) settle disputes by mediation or arbitration;
2769 (vi) deliver to the division for filing a statement of termination stating the name of the
2770 partnership and that the partnership is terminated; and
2771 (vii) perform other acts necessary or appropriate to the winding up.
2772 (3) A person whose dissociation as a partner resulted in dissolution may participate in
2773 winding up as if still a partner, unless the dissociation was wrongful.
2774 (4) If a dissolved partnership does not have a partner and no person has the right to
2775 participate in winding up under Subsection (3), the personal or legal representative of the last
2776 person to have been a partner may wind up the partnership's activities and affairs. If the
2777 representative does not exercise that right, a person to wind up the partnership's activities and
2778 affairs may be appointed by the consent of transferees owning a majority of the rights to
2779 receive distributions at the time the consent is to be effective. A person appointed under this
2780 Subsection (4) has the powers of a partner under Section 48-1d-904 but is not liable for the
2781 debts, obligations, and other liabilities of the partnership solely by reason of having or
2782 exercising those powers or otherwise acting to wind up the partnership's activities and affairs.
2783 (5) On the application of any partner or person entitled under Subsection (3) to
2784 participate in winding up, the district court may order judicial supervision of the winding up of
2785 a dissolved partnership, including the appointment of a person to wind up the partnership's
2786 activities and affairs, if:
2787 (a) the partnership does not have a partner, and within a reasonable time following the
2788 dissolution no person has been appointed under Subsection (4); or
2789 (b) the applicant establishes other good cause.
2790 Section 70. Section 48-1d-903 is enacted to read:
2791 48-1d-903. Rescinding dissolution.
2792 (1) A partnership may rescind its dissolution, unless a statement of termination
2793 applicable to the partnership is effective or the district court has entered an order under
2794 Subsection 48-1d-901 (4) or (5) dissolving the partnership.
2795 (2) Rescinding dissolution under this section requires:
2796 (a) the affirmative vote or consent of each partner;
2797 (b) if a statement of dissolution applicable to the partnership has been filed by the
2798 division but has not become effective, delivery to the division for filing of a statement of
2799 withdrawal under Section 48-1d-114 applicable to the statement of dissolution; and
2800 (c) if a statement of dissolution applicable to the partnership is effective, the delivery to
2801 the division for filing of a statement of correction under Section 48-1d-115 stating that
2802 dissolution has been rescinded under this section.
2803 (3) If a partnership rescinds its dissolution:
2804 (a) the partnership resumes carrying on its activities and affairs as if dissolution had
2805 never occurred;
2806 (b) subject to Subsection (3)(c), any liability incurred by the partnership after the
2807 dissolution and before the rescission is effective is determined as if dissolution had never
2808 occurred; and
2809 (c) the rights of a third party arising out of conduct in reliance on the dissolution before
2810 the third party knew or had notice of the rescission may not be adversely affected.
2811 Section 71. Section 48-1d-904 is enacted to read:
2812 48-1d-904. Power to bind partnership after dissolution.
2813 (1) A partnership is bound by a partner's act after dissolution which:
2814 (a) is appropriate for winding up the partnership's activities and affairs; or
2815 (b) would have bound the partnership under Section 48-1d-301 before dissolution, if, at
2816 the time the other party enters into the transaction, the other party does not know or have notice
2817 of the dissolution.
2818 (2) A person dissociated as a partner binds a partnership through an act occurring after
2819 dissolution if at the time the other party enters into the transaction:
2820 (a) less than two years has passed since the dissociation;
2821 (b) the other party does not have notice of the dissociation and reasonably believes that
2822 the person is a partner; and
2823 (c) the act:
2824 (i) is appropriate for winding up the partnership's activities and affairs; or
2825 (ii) would have bound the partnership under Section 48-1d-301 before dissolution, and
2826 at the time the other party enters into the transaction the other party does not know or have
2827 notice of the dissolution.
2828 Section 72. Section 48-1d-905 is enacted to read:
2829 48-1d-905. Liability after dissolution.
2830 (1) If a partner having knowledge of the dissolution causes a partnership to incur an
2831 obligation under Subsection 48-1d-904 (1) by an act that is not appropriate for winding up the
2832 partnership's activities and affairs, the partner is liable:
2833 (a) to the partnership for any damage caused to the partnership arising from the
2834 obligation; and
2835 (b) if another partner or person dissociated as a partner is liable for the obligation, to
2836 that other partner or person for any damage caused to that other partner or person arising from
2837 the liability.
2838 (2) If a person dissociated as a partner causes a partnership to incur an obligation under
2839 Subsection 48-1d-904 (2), the person is liable:
2840 (a) to the partnership for any damage caused to the partnership arising from the
2841 obligation; and
2842 (b) if a partner or another person dissociated as a partner is liable for the obligation, to
2843 the partner or other person for any damage caused to the partner or other person arising from
2844 the obligation.
2845 Section 73. Section 48-1d-906 is enacted to read:
2846 48-1d-906. Disposition of assets in winding up -- When contributions required.
2847 (1) In winding up its activities and affairs, a partnership shall apply its assets, including
2848 the contributions required by this section, to discharge the partnership's obligations to creditors,
2849 including partners that are creditors.
2850 (2) After a partnership complies with Subsection (1), any surplus must be distributed in
2851 the following order, subject to any charging order in effect under Section 48-1d-604 :
2852 (a) to each person owning a transferable interest that reflects contributions made and
2853 not previously returned, an amount equal to the value of the unreturned contributions; and
2854 (b) among partners in proportion to their respective rights to share in distributions
2855 immediately before the dissolution of the partnership, except to the extent necessary to comply
2856 with any transfer effective under Section 48-1d-603 .
2857 (3) If a partnership's assets are insufficient to satisfy all its obligations under
2858 Subsection (1), with respect to each unsatisfied obligation incurred when the partnership was
2859 not a limited liability partnership, the following rules apply:
2860 (a) Each person that was a partner when the obligation was incurred and that has not
2861 been released from the obligation under Subsections 48-1d-803 (3) and (4) shall contribute to
2862 the partnership to enable the partnership to satisfy the obligation. The contribution due from
2863 each of those persons is in proportion to the right to receive distributions in the capacity of
2864 partner in effect for each of those persons when the obligation was incurred.
2865 (b) If a person does not contribute the full amount required under Subsection (3)(a)
2866 with respect to an unsatisfied obligation of the partnership, the other persons required to
2867 contribute by Subsection (3)(a) on account of the obligation shall contribute the additional
2868 amount necessary to discharge the obligation. The additional contribution due from each of
2869 those other persons is in proportion to the right to receive distributions in the capacity of
2870 partner in effect for each of those other persons when the obligation was incurred.
2871 (c) If a person does not make the additional contribution required by Subsection (3)(b),
2872 further additional contributions are determined and due in the same manner as provided in that
2873 subsection.
2874 (d) A person that makes an additional contribution under Subsection (3)(b) or (3)(c)
2875 may recover from any person whose failure to contribute under Subsection (3)(a) or (3)(b)
2876 necessitated the additional contribution. A person may not recover under this Subsection (3)
2877 more than the amount additionally contributed. A person's liability under this Subsection (3)
2878 may not exceed the amount the person failed to contribute.
2879 (4) If a partnership does not have sufficient surplus to comply with Subsection (2)(a),
2880 any surplus must be distributed among the owners of transferable interests in proportion to the
2881 value of the respective unreturned contributions.
2882 (5) All distributions made under Subsections (2) and (4) must be paid in money.
2883 Section 74. Section 48-1d-907 is enacted to read:
2884 48-1d-907. Known claims against dissolved limited liability partnership.
2885 (1) Except as otherwise provided in Subsection (4), a dissolved limited liability
2886 partnership may give notice of a known claim under Subsection (2), which has the effect
2887 provided in Subsection (3).
2888 (2) A dissolved limited liability partnership may in a record notify its known claimants
2889 of the dissolution. The notice must:
2890 (a) specify the information required to be included in a claim;
2891 (b) state that the claim must be in writing and provide a mailing address to which the
2892 claim is to be sent;
2893 (c) state the deadline for receipt of a claim, which may not be less than 120 days after
2894 the date of the notice is received by the claimant;
2895 (d) state that the claim will be barred if not received by the deadline; and
2896 (e) unless the partnership has been throughout its existence a limited liability
2897 partnership, state that the barring of a claim against the partnership will also bar any
2898 corresponding claim against any partner or person dissociated as a partner which is based on
2899 Section 48-1d-305 .
2900 (3) A claim against a dissolved limited liability partnership is barred if the
2901 requirements of Subsection (2) are met and:
2902 (a) the claim is not received by the specified deadline; or
2903 (b) if the claim is timely received but rejected by the limited liability partnership:
2904 (i) the partnership causes the claimant to receive a notice in a record stating that the
2905 claim is rejected and will be barred unless the claimant commences an action against the
2906 partnership to enforce the claim not later than 90 days after the claimant receives the notice;
2907 and
2908 (ii) the claimant does not commence the required action not later than 90 days after the
2909 claimant receives the notice.
2910 (4) This section does not apply to a claim based on an event occurring after the
2911 effective date of dissolution or a liability that on that date is contingent.
2912 Section 75. Section 48-1d-908 is enacted to read:
2913 48-1d-908. Other claims against dissolved limited liability partnership.
2914 (1) A dissolved limited liability partnership may publish notice of its dissolution and
2915 request persons having claims against the dissolved limited liability partnership to present them
2916 in accordance with the notice.
2917 (2) A notice under Subsection (1) must:
2918 (a) be published at least once in a newspaper of general circulation in the county in this
2919 state in which the dissolved limited liability partnership's principal office is located or, if the
2920 principal office is not located in this state, in the county in which the office of the dissolved
2921 limited liability partnership's registered agent is or was last located and in accordance with
2922 Section 45-1-101 ;
2923 (b) describe the information required to be contained in a claim, state that the claim
2924 must be in writing, and provide a mailing address to which the claim is to be sent;
2925 (c) state that a claim against the dissolved limited liability partnership is barred unless
2926 an action to enforce the claim is commenced not later than three years after publication of the
2927 notice; and
2928 (d) unless the dissolved limited liability partnership has been throughout its existence a
2929 limited liability partnership, state that the barring of a claim against the dissolved limited
2930 liability partnership will also bar any corresponding claim against any partner or person
2931 dissociated as a partner which is based on Section 48-1d-306 .
2932 (3) If a dissolved limited liability partnership publishes a notice in accordance with
2933 Subsection (2), the claim of each of the following claimants is barred unless the claimant
2934 commences an action to enforce the claim against the dissolved limited liability partnership not
2935 later than three years after the publication date of the notice:
2936 (a) a claimant that did not receive notice in a record under Section 48-1d-907 ;
2937 (b) a claimant whose claim was timely sent to the partnership but not acted on; and
2938 (c) a claimant whose claim is contingent at, or based on an event occurring after, the
2939 effective date of dissolution.
2940 (4) A claim not barred under this section or Section 48-1d-907 may be enforced:
2941 (a) against a dissolved limited liability partnership, to the extent of its undistributed
2942 assets;
2943 (b) except as otherwise provided in Section 48-1d-909 , if assets of the dissolved
2944 limited liability partnership have been distributed after dissolution, against a partner or
2945 transferee to the extent of that person's proportionate share of the claim or of the dissolved
2946 limited liability partnership's assets distributed to the partner or transferee after dissolution,
2947 whichever is less, but a person's total liability for all claims under this subsection may not
2948 exceed the total amount of assets distributed to the person after dissolution; and
2949 (c) against any person liable on the claim under Sections 48-1d-306 , 48-1d-803 , and
2950 48-1d-905 .
2951 Section 76. Section 48-1d-909 is enacted to read:
2952 48-1d-909. Court proceedings.
2953 (1) A dissolved limited liability partnership that has published a notice under Section
2954 48-1d-908 may file an application with the district court in the county where the dissolved
2955 limited liability partnership's principal office is located or, if the principal office is not located
2956 in this state, where the office of its registered agent is located, for a determination of the
2957 amount and form of security to be provided for payment of claims that are contingent, have not
2958 been made known to the dissolved limited liability partnership, or are based on an event
2959 occurring after the effective date of dissolution but which, based on the facts known to the
2960 dissolved limited liability partnership, are reasonably expected to arise after the effective date
2961 of dissolution. Security is not required for any claim that is or is reasonably anticipated to be
2962 barred under Subsection 48-1d-907 (3).
2963 (2) Not later than 10 days after the filing of an application under Subsection (1), the
2964 dissolved limited liability partnership shall give notice of the proceeding to each claimant
2965 holding a contingent claim known to the dissolved limited liability partnership.
2966 (3) In any proceeding under this section, the district court may appoint a guardian ad
2967 litem to represent all claimants whose identities are unknown. The reasonable fees and
2968 expenses of the guardian, including all reasonable expert witness fees, must be paid by the
2969 dissolved limited liability partnership.
2970 (4) A dissolved limited liability partnership that provides security in the amount and
2971 form ordered by the district court under Subsection (1) satisfies the dissolved limited liability
2972 partnership's obligations with respect to claims that are contingent, have not been made known
2973 to the dissolved limited liability partnership, or are based on an event occurring after the
2974 effective date of dissolution, and the claims may not be enforced against a partner or transferee
2975 who receives assets in liquidation.
2976 (5) This section applies only to a debt, obligation, or other liability incurred while a
2977 partnership was a limited liability partnership.
2978 Section 77. Section 48-1d-910 is enacted to read:
2979 48-1d-910. Liability of partner and person dissociation as partner when claim
2980 against limited liability partnership is barred.
2981 If a claim against a dissolved limited liability partnership is barred under Section
2982 48-1d-907 , 48-1d-908 , or 48-1d-909 , any corresponding claim under Section 48-1d-306 ,
2983 48-1d-803 , or 48-1d-905 is also barred.
2984 Section 78. Section 48-1d-1001 is enacted to read:
2985
2986 48-1d-1001. Definitions.
2987 In this part:
2988 (1) "Acquired entity" means the entity, all of one or more classes or series of interests
2989 in which are acquired in an interest exchange.
2990 (2) "Acquiring entity" means the entity that acquires all of one or more classes or series
2991 of interests of the acquired entity in an interest exchange.
2992 (3) "Conversion" means a transaction authorized by Sections 48-1d-1041 through
2993 48-1d-1046 .
2994 (4) "Converted entity" means the converting entity as it continues in existence after a
2995 conversion.
2996 (5) "Converting entity" means the domestic entity that approves a plan of conversion
2997 pursuant to Section 48-1d-1043 or the foreign entity that approves a conversion pursuant to the
2998 law of its jurisdiction of formation.
2999 (6) "Distributional interest" means the right under an unincorporated entity's organic
3000 law and organic rules to receive distributions from the entity.
3001 (7) "Domestic," with respect to an entity, means governed as to its internal affairs by
3002 the law of this state.
3003 (8) "Domesticated limited liability partnership" means a domesticating limited liability
3004 partnership as it continues in existence after a domestication.
3005 (9) "Domesticating limited liability partnership" means a domestic limited liability
3006 partnership that approves a plan of domestication pursuant to Section 48-1d-1053 or foreign
3007 limited liability partnership that approves a domestication pursuant to the law of its jurisdiction
3008 of formation.
3009 (10) "Domestication" means a transaction authorized by Sections 48-1d-1051 through
3010 48-1d-1056 .
3011 (11) "Entity":
3012 (a) means:
3013 (i) a business corporation;
3014 (ii) a nonprofit corporation;
3015 (iii) a general partnership, including a limited liability partnership;
3016 (iv) a limited partnership, including a limited liability limited partnership;
3017 (v) a limited liability company;
3018 (vi) a limited cooperative association;
3019 (vii) an unincorporated nonprofit association;
3020 (viii) a statutory trust, business trust, or common-law business trust; or
3021 (ix) any other person that has:
3022 (A) a legal existence separate from any interest holder of that person; or
3023 (B) the power to acquire an interest in real property in its own name; and
3024 (b) does not include:
3025 (i) an individual;
3026 (ii) a trust with a predominantly donative purpose, or a charitable trust;
3027 (iii) an association or relationship that is not a partnership solely by reason of
3028 Subsection 48-1d-202 (3) or a similar provision of the law of another jurisdiction;
3029 (iv) a decedent's estate; or
3030 (v) a government or a governmental subdivision, agency, or instrumentality.
3031 (12) "Filing entity" means an entity whose formation requires the filing of a public
3032 organic record.
3033 (13) "Foreign," with respect to an entity, means an entity governed as to its internal
3034 affairs by the law of a jurisdiction other than this state.
3035 (14) "Governance interest" means a right under the organic law or organic rules of an
3036 unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
3037 (a) receive or demand access to information concerning, or the books and records of,
3038 the entity;
3039 (b) vote for or consent to the election of the governors of the entity; or
3040 (c) receive notice of or vote on or consent to an issue involving the internal affairs of
3041 the entity.
3042 (15) "Governor" means:
3043 (a) a director of a business corporation;
3044 (b) a director or trustee of a nonprofit corporation;
3045 (c) a general partner of a general partnership;
3046 (d) a general partner of a limited partnership;
3047 (e) a manager of a manager-managed limited liability company;
3048 (f) a member of a member-managed limited liability company;
3049 (g) a director of a limited cooperative association;
3050 (h) a manager of an unincorporated nonprofit association;
3051 (i) a trustee of a statutory trust, business trust, or common-law business trust; or
3052 (j) any other person under whose authority the powers of an entity are exercised and
3053 under whose direction the activities and affairs of the entity are managed pursuant to the
3054 organic law and organic rules of the entity.
3055 (16) "Interest" means:
3056 (a) a share in a business corporation;
3057 (b) a membership in a nonprofit corporation;
3058 (c) a partnership interest in a general partnership;
3059 (d) a partnership interest in a limited partnership;
3060 (e) a membership interest in a limited liability company;
3061 (f) a member's interest in a limited cooperative association;
3062 (g) a membership in an unincorporated nonprofit association;
3063 (h) a beneficial interest in a statutory trust, business trust, or common-law business
3064 trust; or
3065 (i) a governance interest or distributional interest in any other type of unincorporated
3066 entity.
3067 (17) "Interest exchange" means a transaction authorized by Sections 48-1d-1031
3068 through 48-1d-1036 .
3069 (18) "Interest holder" means:
3070 (a) a shareholder of a business corporation;
3071 (b) a member of a nonprofit corporation;
3072 (c) a general partner of a general partnership;
3073 (d) a general partner of a limited partnership;
3074 (e) a limited partner of a limited partnership;
3075 (f) a member of a limited liability company;
3076 (g) a member of a limited cooperative association;
3077 (h) a member of an unincorporated nonprofit association;
3078 (i) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law
3079 business trust; or
3080 (j) any other direct holder of an interest.
3081 (19) "Interest holder liability" means:
3082 (a) personal liability for a liability of an entity which is imposed on a person:
3083 (i) solely by reason of the status of the person as an interest holder; or
3084 (ii) by the organic rules of the entity which make one or more specified interest holders
3085 or categories of interest holders liable in their capacity as interest holders for all or specified
3086 liabilities of the entity; or
3087 (b) an obligation of an interest holder under the organic rules of an entity to contribute
3088 to the entity.
3089 (20) "Jurisdiction of formation" means the jurisdiction whose law includes the organic
3090 law of an entity.
3091 (21) "Merger" means a transaction authorized by Sections 48-1d-1021 through
3092 48-1d-1026 .
3093 (22) "Merging entity" means an entity that is a party to a merger and exists
3094 immediately before the merger becomes effective.
3095 (23) "Organic law" means the law of an entity's jurisdiction of formation governing the
3096 internal affairs of the entity.
3097 (24) "Organic rules" means the public organic record and private organic rules of an
3098 entity.
3099 (25) "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or
3100 plan of domestication.
3101 (26) "Plan of conversion" means a plan under Section 48-1d-1042 .
3102 (27) "Plan of domestication" means a plan under Section 48-1d-1052 .
3103 (28) "Plan of interest exchange" means a plan under Section 48-1d-1032 .
3104 (29) "Plan of merger" means a plan under Section 48-1d-1022 .
3105 (30) "Private organic rules" means the rules, whether or not in a record, that govern the
3106 internal affairs of an entity, are binding on all its interest holders, and are not part of its public
3107 organic record, if any. The term includes:
3108 (a) the bylaws of a business corporation;
3109 (b) the bylaws of a nonprofit corporation;
3110 (c) the partnership agreement of a general partnership;
3111 (d) the partnership agreement of a limited partnership;
3112 (e) the operating agreement of a limited liability company;
3113 (f) the bylaws of a limited cooperative association;
3114 (g) the governing principles of an unincorporated nonprofit association; and
3115 (h) the trust instrument of a statutory trust or similar rules of a business trust or
3116 common-law business trust.
3117 (31) "Protected agreement" means:
3118 (a) a record evidencing indebtedness and any related agreement in effect on January 1,
3119 2014;
3120 (b) an agreement that is binding on an entity on January 1, 2014;
3121 (c) the organic rules of an entity in effect on January 1, 2014; or
3122 (d) an agreement that is binding on any of the governors or interest holders of an entity
3123 on January 1, 2014.
3124 (32) "Public organic record" means the record the filing of which by the division is
3125 required to form an entity and any amendment to or restatement of that record. The term
3126 includes:
3127 (a) the articles of incorporation of a business corporation;
3128 (b) the articles of incorporation of a nonprofit corporation;
3129 (c) the certificate of limited partnership of a limited partnership;
3130 (d) the certificate of organization of a limited liability company;
3131 (e) the articles of organization of a limited cooperative association; and
3132 (f) the certificate of trust of a statutory trust or similar record of a business trust.
3133 (33) "Registered foreign entity" means a foreign entity that is registered to do business
3134 in this state pursuant to a record filed by the division.
3135 (34) "Statement of conversion" means a statement under Section 48-1d-1045 .
3136 (35) "Statement of domestication" means a statement under Section 48-1d-1055 .
3137 (36) "Statement of interest exchange" means a statement under Section 48-1d-1035 .
3138 (37) "Statement of merger" means a statement under Section 48-1d-1025 .
3139 (38) "Surviving entity" means an entity that continues in existence after or is created by
3140 a merger.
3141 (39) "Type of entity" means a generic form of entity:
3142 (a) recognized at common law; or
3143 (b) formed under an organic law, whether or not some entities formed under that
3144 organic law are subject to provisions of that law that create different categories of the form of
3145 entity.
3146 Section 79. Section 48-1d-1002 is enacted to read:
3147 48-1d-1002. Relationship of part to other laws.
3148 This part does not authorize an act prohibited by, and does not affect the application or
3149 requirements of, law other than this part.
3150 Section 80. Section 48-1d-1003 is enacted to read:
3151 48-1d-1003. Required notice or approval.
3152 (1) A domestic or foreign entity that is required to give notice to, or obtain the approval
3153 of, a governmental agency or officer of this state to be a party to a merger must give the notice
3154 or obtain the approval to be a party to an interest exchange, conversion, or domestication.
3155 (2) Property held for a charitable purpose under the law of this state by a domestic or
3156 foreign entity immediately before a transaction under this part becomes effective may not, as a
3157 result of the transaction, be diverted from the objects for which it was donated, granted,
3158 devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this
3159 state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity
3160 obtains an appropriate order of the district court specifying the disposition of the property.
3161 (3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of
3162 donation, subscription, or conveyance that is made to a merging entity that is not the surviving
3163 entity and that takes effect or remains payable after the merger inures to the surviving entity. A
3164 trust obligation that would govern property if transferred to the nonsurviving entity applies to
3165 property that is transferred to the surviving entity under this section.
3166 Section 81. Section 48-1d-1004 is enacted to read:
3167 48-1d-1004. Status of filings.
3168 A filing under this part signed by a domestic entity becomes part of the public organic
3169 record of the entity if the entity's organic law provides that similar filings under that law
3170 become part of the public organic record of the entity.
3171 Section 82. Section 48-1d-1005 is enacted to read:
3172 48-1d-1005. Nonexclusivity.
3173 The fact that a transaction under this part produces a certain result does not preclude the
3174 same result from being accomplished in any other manner permitted by law other than this part.
3175 Section 83. Section 48-1d-1006 is enacted to read:
3176 48-1d-1006. Reference to external facts.
3177 A plan may refer to facts ascertainable outside the plan if the manner in which the facts
3178 will operate upon the plan is specified in the plan. The facts may include the occurrence of an
3179 event or a determination or action by a person, whether or not the event, determination, or
3180 action is within the control of a party to the transaction.
3181 Section 84. Section 48-1d-1007 is enacted to read:
3182 48-1d-1007. Alternative means of approval of transactions.
3183 Except as otherwise provided in the organic law or organic rules of a domestic entity,
3184 approval of a transaction under this part by the unanimous vote or consent of its interest
3185 holders satisfies the requirements of this part for approval of the transaction.
3186 Section 85. Section 48-1d-1008 is enacted to read:
3187 48-1d-1008. Appraisal rights.
3188 (1) An interest holder of a domestic merging, acquired, converting, or domesticating
3189 entity is entitled to appraisal rights in connection with the transaction if the interest holder
3190 would have been entitled to appraisal rights under the entity's organic law in connection with a
3191 merger in which the interest of the interest holder was changed, converted, or exchanged
3192 unless:
3193 (a) the organic law permits the organic rules to limit the availability of appraisal rights;
3194 and
3195 (b) the organic rules provide such a limit.
3196 (2) An interest holder of a domestic merging, acquired, converting, or domesticating
3197 entity is entitled to contractual appraisal rights in connection with a transaction under this part
3198 to the extent provided in:
3199 (a) the entity's organic rules; or
3200 (b) the plan.
3201 Section 86. Section 48-1d-1021 is enacted to read:
3202 48-1d-1021. Merger authorized.
3203 (1) By complying with Sections 48-1d-1021 through 48-1d-1026 :
3204 (a) one or more domestic partnerships may merge with one or more domestic or
3205 foreign entities into a domestic or foreign surviving entity; and
3206 (b) two or more foreign entities may merge into a domestic partnership.
3207 (2) By complying with the provisions of Sections 48-1d-1021 through 48-1d-1026
3208 applicable to foreign entities, a foreign entity may be a party to a merger under Sections
3209 48-1d-1021 through 48-1d-1026 or may be the surviving entity in such a merger if the merger
3210 is authorized by the law of the foreign entity's jurisdiction of formation.
3211 Section 87. Section 48-1d-1022 is enacted to read:
3212 48-1d-1022. Plan of merger.
3213 (1) A domestic partnership may become a party to a merger under Sections 48-1d-1021
3214 through 48-1d-1026 by approving a plan of merger. The plan must be in a record and contain:
3215 (a) as to each merging entity, its name, jurisdiction of formation, and type of entity;
3216 (b) if the surviving entity is to be created in the merger, a statement to that effect and
3217 the entity's name, jurisdiction of formation, and type of entity;
3218 (c) the manner of converting the interests in each party to the merger into interests,
3219 securities, obligations, money, other property, rights to acquire interests or securities, or any
3220 combination of the foregoing;
3221 (d) if the surviving entity exists before the merger, any proposed amendments to its
3222 public organic record, if any, or to its private organic rules that are, or are proposed to be, in a
3223 record;
3224 (e) if the surviving entity is to be created in the merger, its proposed public organic
3225 record, if any, and the full text of its private organic rules that are proposed to be in a record;
3226 (f) the other terms and conditions of the merger; and
3227 (g) any other provision required by the law of a merging entity's jurisdiction of
3228 formation or the organic rules of a merging entity.
3229 (2) In addition to the requirements of Subsection (1), a plan of merger may contain any
3230 other provision not prohibited by law.
3231 Section 88. Section 48-1d-1023 is enacted to read:
3232 48-1d-1023. Approval of merger.
3233 (1) A plan of merger is not effective unless it has been approved:
3234 (a) by a domestic merging partnership, by all the partners of the partnership entitled to
3235 vote on or consent to any matter; and
3236 (b) in a record, by each partner of a domestic merging partnership that will have
3237 interest holder liability for debts, obligations, and other liabilities that arise after the merger
3238 becomes effective, unless:
3239 (i) the partnership agreement of the partnership provides in a record for the approval of
3240 a merger in which some or all of its partners become subject to interest holder liability by the
3241 vote or consent of fewer than all the partners; and
3242 (ii) the partner consented in a record to or voted for that provision of the partnership
3243 agreement or became a partner after the adoption of that provision.
3244 (2) A merger involving a domestic merging entity that is not a partnership is not
3245 effective unless the merger is approved by that entity in accordance with its organic law.
3246 (3) A merger involving a foreign merging entity is not effective unless the merger is
3247 approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of
3248 formation.
3249 Section 89. Section 48-1d-1024 is enacted to read:
3250 48-1d-1024. Amendment or abandonment of plan of merger.
3251 (1) A plan of merger may be amended only with the consent of each party to the plan,
3252 except as otherwise provided in the plan.
3253 (2) A domestic merging partnership may approve an amendment of a plan of merger:
3254 (a) in the same manner as the plan was approved, if the plan does not provide for the
3255 manner in which it may be amended; or
3256 (b) by the partners in the manner provided in the plan, but a partner that was entitled to
3257 vote on or consent to approval of the merger is entitled to vote on or consent to any amendment
3258 of the plan that will change:
3259 (i) the amount or kind of interests, securities, obligations, money, other property, rights
3260 to acquire interests or securities, or any combination of the foregoing, to be received by the
3261 interest holders of any party to the plan;
3262 (ii) the public organic record, if any, or private organic rules of the surviving entity that
3263 will be in effect immediately after the merger becomes effective, except for changes that do not
3264 require approval of the interest holders of the surviving entity under its organic law or organic
3265 rules; or
3266 (iii) any other terms or conditions of the plan, if the change would adversely affect the
3267 partner in any material respect.
3268 (3) After a plan of merger has been approved and before a statement of merger
3269 becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by
3270 the plan, a domestic merging partnership may abandon the plan in the same manner as the plan
3271 was approved.
3272 (4) If a plan of merger is abandoned after a statement of merger has been delivered to
3273 the division for filing and before the statement of merger becomes effective, a statement of
3274 abandonment, signed by a party to the plan, must be delivered to the division for filing before
3275 the statement of merger becomes effective. The statement of abandonment takes effect on
3276 filing, and the merger is abandoned and does not become effective. The statement of
3277 abandonment must contain:
3278 (a) the name of each party to the plan of merger;
3279 (b) the date on which the statement of merger was delivered to the division for filing;
3280 and
3281 (c) a statement that the merger has been abandoned in accordance with this section.
3282 Section 90. Section 48-1d-1025 is enacted to read:
3283 48-1d-1025. Statement of merger.
3284 (1) A statement of merger must be signed by each merging entity and delivered to the
3285 division for filing.
3286 (2) A statement of merger must contain:
3287 (a) the name, jurisdiction of formation, and type of entity of each merging entity that is
3288 not the surviving entity;
3289 (b) the name, jurisdiction of formation, and type of entity of the surviving entity;
3290 (c) a statement that the merger was approved by each domestic merging entity, if any,
3291 in accordance with Sections 48-1d-1021 through 48-1d-1026 and by each foreign merging
3292 entity, if any, in accordance with the law of its jurisdiction of formation;
3293 (d) if the surviving entity exists before the merger and is a domestic filing entity, any
3294 amendment to its public organic record approved as part of the plan of merger;
3295 (e) if the surviving entity is created by the merger and is a domestic filing entity, its
3296 public organic record, as an attachment;
3297 (f) if the surviving entity is created by the merger and is a domestic limited liability
3298 partnership, its statement of qualification, as an attachment; and
3299 (g) if the surviving entity is a foreign entity that is not a registered foreign entity, a
3300 mailing address to which the division may send any process served on the division pursuant to
3301 Subsection 48-1d-1026 (5).
3302 (3) In addition to the requirements of Subsection (2), a statement of merger may
3303 contain any other provision not prohibited by law.
3304 (4) If the surviving entity is a domestic entity, its public organic record, if any, must
3305 satisfy the requirements of the law of this state, except that the public organic record does not
3306 need to be signed.
3307 (5) A plan of merger that is signed by all the merging entities and meets all the
3308 requirements of Subsection (2) may be delivered to the division for filing instead of a statement
3309 of merger and on filing has the same effect. If a plan of merger is filed as provided in this
3310 Subsection (5), references in this part to a statement of merger refer to the plan of merger filed
3311 under this Subsection (5).
3312 Section 91. Section 48-1d-1026 is enacted to read:
3313 48-1d-1026. Effect of merger.
3314 (1) When a merger becomes effective:
3315 (a) the surviving entity continues or comes into existence;
3316 (b) each merging entity that is not the surviving entity ceases to exist;
3317 (c) all property of each merging entity vests in the surviving entity without transfer,
3318 reversion, or impairment;
3319 (d) all debts, obligations, and other liabilities of each merging entity are debts,
3320 obligations, and liabilities of the surviving entity;
3321 (e) except as otherwise provided by law or the plan of merger, all the rights, privileges,
3322 immunities, powers, and purposes of each merging entity vest in the surviving entity;
3323 (f) if the surviving entity exists before the merger:
3324 (i) all its property continues to be vested in it without transfer, reversion, or
3325 impairment;
3326 (ii) it remains subject to all its debts, obligations, and other liabilities; and
3327 (iii) all its rights, privileges, immunities, powers, and purposes continue to be vested in
3328 it;
3329 (g) the name of the surviving entity may be substituted for the name of any merging
3330 entity that is a party to any pending action or proceeding;
3331 (h) if the surviving entity exists before the merger:
3332 (i) its public organic record, if any, is amended as provided in the statement of merger;
3333 and
3334 (ii) its private organic rules that are to be in a record, if any, are amended to the extent
3335 provided in the plan of merger;
3336 (i) if the surviving entity is created by the merger:
3337 (i) its public organic record, if any, is effective; and
3338 (ii) its private organic rules are effective; and
3339 (j) the interests in each merging entity which are to be converted in the merger are
3340 converted, and the interest holders of those interests are entitled only to the rights provided to
3341 them under the plan of merger and to any appraisal rights they have under Section 48-1d-1008
3342 and the merging entity's organic law.
3343 (2) Except as otherwise provided in the organic law or organic rules of a merging
3344 entity, the merger does not give rise to any rights that an interest holder, governor, or third
3345 party would have upon a dissolution, liquidation, or winding up of the merging entity.
3346 (3) When a merger becomes effective, a person that did not have interest holder
3347 liability with respect to any of the merging entities and becomes subject to interest holder
3348 liability with respect to a domestic entity as a result of the merger has interest holder liability
3349 only to the extent provided by the organic law of that entity and only for those debts,
3350 obligations, and other liabilities that arise after the merger becomes effective.
3351 (4) When a merger becomes effective, the interest holder liability of a person that
3352 ceases to hold an interest in a domestic merging entity with respect to which the person had
3353 interest holder liability is as follows:
3354 (a) The merger does not discharge any interest holder liability under the organic law of
3355 the domestic merging entity to the extent the interest holder liability arose before the merger
3356 became effective.
3357 (b) The person does not have interest holder liability under the organic law of the
3358 domestic merging entity for any debt, obligation, or other liability that arises after the merger
3359 becomes effective.
3360 (c) The organic law of the domestic merging entity continues to apply to the release,
3361 collection, or discharge of any interest holder liability preserved under Subsection (4)(a) as if
3362 the merger had not occurred and the surviving entity were the domestic merging entity.
3363 (d) The person has whatever rights of contribution from any other person as are
3364 provided by law other than this chapter, this chapter, or the organic rules of the domestic
3365 merging entity with respect to any interest holder liability preserved under Subsection (4)(a) as
3366 if the merger had not occurred.
3367 (5) When a merger becomes effective, a foreign entity that is the surviving entity may
3368 be served with process in this state for the collection and enforcement of any debts, obligations,
3369 or other liabilities of a domestic merging entity as provided in Section 16-17-301 .
3370 (6) When a merger becomes effective, the registration to do business in this state of
3371 any foreign merging entity that is not the surviving entity is canceled.
3372 Section 92. Section 48-1d-1031 is enacted to read:
3373 48-1d-1031. Interest exchange authorized.
3374 (1) By complying with Sections 48-1d-1031 through 48-1d-1036 :
3375 (a) a domestic partnership may acquire all of one or more classes or series of interests
3376 of another domestic or foreign entity in exchange for interests, securities, obligations, money,
3377 other property, rights to acquire interests or securities, or any combination of the foregoing; or
3378 (b) all of one or more classes or series of interests of a domestic partnership may be
3379 acquired by another domestic or foreign entity in exchange for interests, securities, obligations,
3380 money, other property, rights to acquire interests or securities, or any combination of the
3381 foregoing.
3382 (2) By complying with the provisions of Sections 48-1d-1031 through 48-1d-1036
3383 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an
3384 interest exchange under Sections 48-1d-1031 through 48-1d-1036 if the interest exchange is
3385 authorized by the law of the foreign entity's jurisdiction of formation.
3386 (3) If a protected agreement contains a provision that applies to a merger of a domestic
3387 partnership but does not refer to an interest exchange, the provision applies to an interest
3388 exchange in which the domestic partnership is the acquired entity as if the interest exchange
3389 were a merger until the provision is amended after January 1, 2014.
3390 Section 93. Section 48-1d-1032 is enacted to read:
3391 48-1d-1032. Plan of interest exchange.
3392 (1) A domestic partnership may be the acquired entity in an interest exchange under
3393 Sections 48-1d-1031 through 48-1d-1036 by approving a plan of interest exchange. The plan
3394 must be in a record and contain:
3395 (a) the name of the acquired entity;
3396 (b) the name, jurisdiction of formation, and type of entity of the acquiring entity;
3397 (c) the manner of converting the interests in the acquired entity into interests,
3398 securities, obligations, money, other property, rights to acquire interests or securities, or any
3399 combination of the foregoing;
3400 (d) any proposed amendments to the partnership agreement that are, or are proposed to
3401 be, in a record of the acquired entity;
3402 (e) the other terms and conditions of the interest exchange; and
3403 (f) any other provision required by the law of this state or the partnership agreement of
3404 the acquired entity.
3405 (2) In addition to the requirements of Subsection (1), a plan of interest exchange may
3406 contain any other provision not prohibited by law.
3407 Section 94. Section 48-1d-1033 is enacted to read:
3408 48-1d-1033. Approval of interest exchange.
3409 (1) A plan of interest exchange is not effective unless it has been approved:
3410 (a) by all the partners of a domestic acquired partnership entitled to vote on or consent
3411 to any matter; and
3412 (b) in a record, by each partner of the domestic acquired partnership that will have
3413 interest holder liability for debts, obligations, and other liabilities that arise after the interest
3414 exchange becomes effective, unless:
3415 (i) the partnership agreement of the partnership provides in a record for the approval of
3416 an interest exchange or a merger in which some or all its partners become subject to interest
3417 holder liability by the vote or consent of fewer than all the partners; and
3418 (ii) the partner consented in a record to or voted for that provision of the partnership
3419 agreement or became a partner after the adoption of that provision.
3420 (2) An interest exchange involving a domestic acquired entity that is not a partnership
3421 is not effective unless it is approved by the domestic entity in accordance with its organic law.
3422 (3) An interest exchange involving a foreign acquired entity is not effective unless it is
3423 approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of
3424 formation.
3425 (4) Except as otherwise provided in its organic law or organic rules, the interest holders
3426 of the acquiring entity are not required to approve the interest exchange.
3427 Section 95. Section 48-1d-1034 is enacted to read:
3428 48-1d-1034. Amendment or abandonment of plan of interest exchange.
3429 (1) A plan of interest exchange may be amended only with the consent of each party to
3430 the plan, except as otherwise provided in the plan.
3431 (2) A domestic acquired partnership may approve an amendment of a plan of interest
3432 exchange:
3433 (a) in the same manner as the plan was approved, if the plan does not provide for the
3434 manner in which it may be amended; or
3435 (b) by the partners of the acquired partnership in the manner provided in the plan, but a
3436 partner that was entitled to vote on or consent to approval of the interest exchange is entitled to
3437 vote on or consent to any amendment of the plan that will change:
3438 (i) the amount or kind of interests, securities, obligations, money, other property, rights
3439 to acquire interests or securities, or any combination of the foregoing, to be received by any of
3440 the partners of the acquired partnership under the plan;
3441 (ii) the partnership agreement of the acquired partnership that will be in effect
3442 immediately after the interest exchange becomes effective, except for changes that do not
3443 require approval of the partners of the acquired partnership under this chapter or the
3444 partnership agreement; or
3445 (iii) any other terms or conditions of the plan, if the change would adversely affect the
3446 partner in any material respect.
3447 (3) After a plan of interest exchange has been approved and before a statement of
3448 interest exchange becomes effective, the plan may be abandoned as provided in the plan.
3449 Unless prohibited by the plan, a domestic acquired partnership may abandon the plan in the
3450 same manner as the plan was approved.
3451 (4) If a plan of interest exchange is abandoned after a statement of interest exchange
3452 has been delivered to the division for filing and before the statement becomes effective, a
3453 statement of abandonment, signed by the acquired partnership, must be delivered to the
3454 division for filing before the statement of interest exchange becomes effective. The statement
3455 of abandonment takes effect on filing, and the interest exchange is abandoned and does not
3456 become effective. The statement of abandonment must contain:
3457 (a) the name of the acquired partnership;
3458 (b) the date on which the statement of interest exchange was delivered to the division
3459 for filing; and
3460 (c) a statement that the interest exchange has been abandoned in accordance with this
3461 section.
3462 Section 96. Section 48-1d-1035 is enacted to read:
3463 48-1d-1035. Statement of interest exchange.
3464 (1) A statement of interest exchange must be signed by a domestic acquired partnership
3465 and delivered to the division for filing.
3466 (2) A statement of interest exchange must contain:
3467 (a) the name of the acquired partnership;
3468 (b) the name, jurisdiction of formation, and type of entity of the acquiring entity; and
3469 (c) a statement that the plan of interest exchange was approved by the acquired entity
3470 in accordance with Sections 48-1d-1031 through 48-1d-1036 .
3471 (3) In addition to the requirements of Subsection (2), a statement of interest exchange
3472 may contain any other provision not prohibited by law.
3473 (4) A plan of interest exchange that is signed by a domestic acquired partnership and
3474 meets all the requirements of Subsection (2) may be delivered to the division for filing instead
3475 of a statement of interest exchange and on filing has the same effect. If a plan of interest
3476 exchange is filed as provided in this subsection, references in this part to a statement of interest
3477 exchange refer to the plan of interest exchange filed under this Subsection (4).
3478 Section 97. Section 48-1d-1036 is enacted to read:
3479 48-1d-1036. Effect of interest exchange.
3480 (1) When an interest exchange in which the acquired entity is a domestic partnership
3481 becomes effective:
3482 (a) the interests in the domestic acquired partnership that are the subject of the interest
3483 exchange cease to exist or are converted or exchanged, and the partners holding those interests
3484 are entitled only to the rights provided to them under the plan of interest exchange and to any
3485 appraisal rights they have under Section 48-1d-1008 ;
3486 (b) the acquiring entity becomes the interest holder of the interests in the acquired
3487 partnership stated in the plan of interest exchange to be acquired by the acquiring entity; and
3488 (c) the provisions of the partnership agreement of the acquired partnership that are to
3489 be in a record, if any, are amended to the extent provided in the plan of interest exchange.
3490 (2) Except as otherwise provided in the partnership agreement of a domestic acquired
3491 partnership, the interest exchange does not give rise to any rights that a partner or third party
3492 would have upon a dissolution, liquidation, or winding up of the acquired partnership.
3493 (3) When an interest exchange becomes effective, a person that did not have interest
3494 holder liability with respect to a domestic acquired partnership and becomes subject to interest
3495 holder liability with respect to a domestic entity as a result of the interest exchange has interest
3496 holder liability only to the extent provided by the organic law of the entity and only for those
3497 debts, obligations, and other liabilities that arise after the interest exchange becomes effective.
3498 (4) When an interest exchange becomes effective, the interest holder liability of a
3499 person that ceases to hold an interest in a domestic acquired partnership with respect to which
3500 the person had interest holder liability is as follows:
3501 (a) The interest exchange does not discharge any interest holder liability to the extent
3502 the interest holder liability arose before the interest exchange became effective.
3503 (b) The person does not have interest holder liability for any debt, obligation, or other
3504 liability that arises after the interest exchange becomes effective.
3505 (c) The person has whatever rights of contribution from any other person as are
3506 provided by law other than this chapter, this chapter, or the partnership agreement of the
3507 acquired entity with respect to any interest holder liability preserved under Subsection (4)(a) as
3508 if the interest exchange had not occurred.
3509 Section 98. Section 48-1d-1041 is enacted to read:
3510 48-1d-1041. Conversion authorized.
3511 (1) By complying with Sections 48-1d-1041 through 48-1d-1046 , a domestic
3512 partnership may become:
3513 (a) a domestic entity that is a different type of entity; or
3514 (b) a foreign entity that is a different type of entity, if the conversion is authorized by
3515 the law of the foreign jurisdiction.
3516 (2) By complying with the provisions of Sections 48-1d-1041 through 48-1d-1046
3517 applicable to foreign entities, a foreign entity that is not a foreign partnership may become a
3518 domestic partnership if the conversion is authorized by the law of the foreign entity's
3519 jurisdiction of formation.
3520 (3) If a protected agreement contains a provision that applies to a merger of a domestic
3521 partnership but does not refer to a conversion, the provision applies to a conversion of the
3522 entity as if the conversion were a merger until the provision is amended after January 1, 2014.
3523 Section 99. Section 48-1d-1042 is enacted to read:
3524 48-1d-1042. Plan of conversion.
3525 (1) A domestic partnership may convert to a different type of entity under Sections
3526 48-1d-1041 through 48-1d-1046 by approving a plan of conversion. The plan must be in a
3527 record and contain:
3528 (a) the name of the converting partnership;
3529 (b) the name, jurisdiction of formation, and type of entity of the converted entity;
3530 (c) the manner of converting the interests in the converting partnership into interests,
3531 securities, obligations, money, other property, rights to acquire interests or securities, or any
3532 combination of the foregoing;
3533 (d) the proposed public organic record of the converted entity if it will be a filing
3534 entity;
3535 (e) the full text of the private organic rules of the converted entity that are proposed to
3536 be in a record;
3537 (f) the other terms and conditions of the conversion; and
3538 (g) any other provision required by the law of this state or the partnership agreement of
3539 the converting partnership.
3540 (2) In addition to the requirements of Subsection (1), a plan of conversion may contain
3541 any other provision not prohibited by law.
3542 Section 100. Section 48-1d-1043 is enacted to read:
3543 48-1d-1043. Approval of conversion.
3544 (1) A plan of conversion is not effective unless it has been approved:
3545 (a) by a domestic converting partnership by all the partners of the partnership entitled
3546 to vote on or consent to any matter; and
3547 (b) in a record, by each partner of a domestic converting partnership that will have
3548 interest holder liability for debts, obligations, and other liabilities that arise after the conversion
3549 becomes effective:
3550 (i) the partnership agreement provides in a record for the approval of a conversion or a
3551 merger in which some or all of its partners become subject to interest holder liability by the
3552 vote or consent of fewer than all the interest holders; and
3553 (ii) the partner voted for or consented in a record to that provision of the partnership
3554 agreement or became a partner after the adoption of that provision.
3555 (2) A conversion involving a domestic converting entity that is not a partnership is not
3556 effective unless it is approved by the domestic converting entity in accordance with its organic
3557 law.
3558 (3) A conversion of a foreign converting entity is not effective unless it is approved by
3559 the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
3560 Section 101. Section 48-1d-1044 is enacted to read:
3561 48-1d-1044. Amendment or abandonment of plan of conversion.
3562 (1) A plan of conversion of a domestic converting partnership may be amended:
3563 (a) in the same manner as the plan was approved, if the plan does not provide for the
3564 manner in which it may be amended; or
3565 (b) by the partners of the entity in the manner provided in the plan, but a partner that
3566 was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent
3567 to any amendment of the plan that will change:
3568 (i) the amount or kind of interests, securities, obligations, money, other property, rights
3569 to acquire interests or securities, or any combination of the foregoing, to be received by any of
3570 the partners of the converting entity under the plan;
3571 (ii) the public organic record or private organic rules of the converted entity that will be
3572 in effect immediately after the conversion becomes effective, except for changes that do not
3573 require approval of the interest holders of the converted entity under its organic law or organic
3574 rules; or
3575 (iii) any other terms or conditions of the plan, if the change would adversely affect the
3576 partner in any material respect.
3577 (2) After a plan of conversion has been approved by a domestic converting partnership
3578 and before a statement of conversion becomes effective, the plan may be abandoned as
3579 provided in the plan. Unless prohibited by the plan, a domestic converting partnership may
3580 abandon the plan in the same manner as the plan was approved.
3581 (3) If a plan of conversion is abandoned after a statement of conversion has been
3582 delivered to the division for filing and before the statement of conversion becomes effective, a
3583 statement of abandonment, signed by the converting entity, must be delivered to the division
3584 for filing before the time the statement of conversion becomes effective. The statement of
3585 abandonment takes effect on filing, and the conversion is abandoned and does not become
3586 effective. The statement of abandonment must contain:
3587 (a) the name of the converting partnership;
3588 (b) the date on which the statement of conversion was delivered to the division for
3589 filing; and
3590 (c) a statement that the conversion has been abandoned in accordance with this section.
3591 Section 102. Section 48-1d-1045 is enacted to read:
3592 48-1d-1045. Statement of conversion.
3593 (1) A statement of conversion must be signed by the converting entity and delivered to
3594 the division for filing.
3595 (2) A statement of conversion must contain:
3596 (a) the name, jurisdiction of formation, and type of entity of the converting entity;
3597 (b) the name, jurisdiction of formation, and type of entity of the converted entity;
3598 (c) if the converting entity is a domestic entity, a statement that the plan of conversion
3599 was approved in accordance with Sections 48-1d-1041 through 48-1d-1046 or, if the
3600 converting entity is a foreign entity, a statement that the conversion was approved by the
3601 foreign converting entity in accordance with the law of its jurisdiction of formation;
3602 (d) if the converted entity is a domestic filing entity, the text of its public organic
3603 record, as an attachment;
3604 (e) if the converted entity is a domestic limited liability partnership, the text of its
3605 statement of qualification, as an attachment; and
3606 (f) if the converted entity is a foreign entity that is not a registered foreign entity, a
3607 mailing address to which the division may send any process served on the division pursuant to
3608 Subsection 48-1d-1046 (5).
3609 (3) In addition to the requirements of Subsection (2), a statement of conversion may
3610 contain any other provision not prohibited by law.
3611 (4) If the converted entity is a domestic entity, its public organic record, if any, must
3612 satisfy the requirements of the law of this state, except that the public organic record does not
3613 need to be signed.
3614 (5) A plan of conversion that is signed by a domestic converting entity and meets all
3615 the requirements of Subsection (2) may be delivered to the division for filing instead of a
3616 statement of conversion and on filing has the same effect. If a plan of conversion is filed as
3617 provided in this Subsection (5), references in this part to a statement of conversion refer to the
3618 plan of conversion filed under this Subsection (5).
3619 Section 103. Section 48-1d-1046 is enacted to read:
3620 48-1d-1046. Effect of conversion.
3621 (1) When a conversion in which the converted entity is a domestic partnership becomes
3622 effective:
3623 (a) the converted entity is:
3624 (i) organized under and subject to this chapter; and
3625 (ii) the same entity without interruption as the converting entity;
3626 (b) all property of the converting entity continues to be vested in the converted entity
3627 without transfer, reversion, or impairment;
3628 (c) all debts, obligations, and other liabilities of the converting entity continue as debts,
3629 obligations, and other liabilities of the converted entity;
3630 (d) except as otherwise provided by law or the plan of conversion, all the rights,
3631 privileges, immunities, powers, and purposes of the converting entity remain in the converted
3632 entity;
3633 (e) the name of the converted entity may be substituted for the name of the converting
3634 entity in any pending action or proceeding;
3635 (f) if the converted entity is a limited liability partnership, its statement of qualification
3636 is effective simultaneously;
3637 (g) the provisions of the partnership agreement of the converted entity that are to be in
3638 a record, if any, approved as part of the plan of conversion are effective; and
3639 (h) the interests in the converting entity are converted, and the interest holders of the
3640 converting entity are entitled only to the rights provided to them under the plan of conversion
3641 and to any appraisal rights they have under Section 48-1d-1008 and the converting entity's
3642 organic law.
3643 (2) Except as otherwise provided in the partnership agreement of a domestic converting
3644 partnership, the conversion does not give rise to any rights that a partner or third party would
3645 otherwise have upon a dissolution, liquidation, or winding up of the converting entity.
3646 (3) When a conversion becomes effective, a person that did not have interest holder
3647 liability with respect to the converting entity and becomes subject to interest holder liability
3648 with respect to a domestic entity as a result of the conversion has interest holder liability only
3649 to the extent provided by the organic law of the entity and only for those debts, obligations, and
3650 other liabilities that arise after the conversion becomes effective.
3651 (4) When a conversion becomes effective, the interest holder liability of a person that
3652 ceases to hold an interest in a domestic partnership with respect to which the person had
3653 interest holder liability is as follows:
3654 (a) The conversion does not discharge any interest holder liability to the extent the
3655 interest holder liability arose before the conversion became effective.
3656 (b) The person does not have interest holder liability for any debt, obligation, or other
3657 liability that arises after the conversion becomes effective.
3658 (c) The person has whatever rights of contribution from any other person as are
3659 provided by law other than this chapter, this chapter, or the partnership agreement of the
3660 converting entity with respect to any interest holder liability preserved under Subsection (4)(a)
3661 as if the conversion had not occurred.
3662 (5) When a conversion becomes effective, a foreign entity that is the converted entity
3663 may be served with process in this state for the collection and enforcement of any of its debts,
3664 obligations, and other liabilities as provided in Section 16-17-301 .
3665 (6) If the converting entity is a registered foreign entity, its registration to do business
3666 in this state is canceled when the conversion becomes effective.
3667 (7) A conversion does not require the entity to wind up its affairs and does not
3668 constitute or cause the dissolution of the entity.
3669 Section 104. Section 48-1d-1051 is enacted to read:
3670 48-1d-1051. Domestication authorized.
3671 (1) By complying with Sections 48-1d-1051 through 48-1d-1056 , a domestic limited
3672 liability partnership may become a foreign limited liability partnership if the domestication is
3673 authorized by the law of the foreign jurisdiction.
3674 (2) By complying with the provisions of Sections 48-1d-1051 through 48-1d-1056
3675 applicable to foreign limited liability partnerships, a foreign limited liability partnership may
3676 become a domestic limited liability partnership if the domestication is authorized by the law of
3677 the foreign limited liability partnership's jurisdiction of formation.
3678 (3) If a protected agreement contains a provision that applies to a merger of a domestic
3679 limited liability partnership but does not refer to a domestication, the provision applies to a
3680 domestication of the limited liability partnership as if the domestication were a merger until the
3681 provision is amended after January 1, 2014.
3682 Section 105. Section 48-1d-1052 is enacted to read:
3683 48-1d-1052. Plan of domestication.
3684 (1) A domestic limited liability partnership may become a foreign limited liability
3685 partnership in a domestication by approving a plan of domestication. The plan must be in a
3686 record and contain:
3687 (a) the name of the domesticating limited liability partnership;
3688 (b) the name and jurisdiction of formation of the domesticated limited liability
3689 partnership;
3690 (c) the manner of converting the interests in the domesticating limited liability
3691 partnership into interests, securities, obligations, money, other property, rights to acquire
3692 interests or securities, or any combination of the foregoing;
3693 (d) the proposed statement of qualification of the domesticated limited liability
3694 partnership;
3695 (e) the full text of the partnership agreement of the domesticated limited liability
3696 partnership that are proposed to be in a record;
3697 (f) the other terms and conditions of the domestication; and
3698 (g) any other provision required by the law of this state or the partnership agreement of
3699 the domesticating limited liability partnership.
3700 (2) In addition to the requirements of Subsection (1), a plan of domestication may
3701 contain any other provision not prohibited by law.
3702 Section 106. Section 48-1d-1053 is enacted to read:
3703 48-1d-1053. Approval of domestication.
3704 (1) A plan of domestication of a domestic domesticating limited liability partnership is
3705 not effective unless it has been approved:
3706 (a) by all the partners entitled to vote on or consent to any matter; and
3707 (b) in a record, by each partner that will have interest holder liability for debts,
3708 obligations, and other liabilities that arise after the domestication becomes effective, unless:
3709 (i) the partnership agreement of the entity provides in a record for the approval of a
3710 domestication or merger in which some or all of its partners become subject to interest holder
3711 liability by the vote or consent of fewer than all the partners; and
3712 (ii) the partner voted for or consented in a record to that provision of the partnership
3713 agreement or became a partner after the adoption of that provision.
3714 (2) A domestication of a foreign domesticating limited liability partnership is not
3715 effective unless it is approved in accordance with the law of the foreign limited liability
3716 partnership's jurisdiction of formation.
3717 Section 107. Section 48-1d-1054 is enacted to read:
3718 48-1d-1054. Amendment or abandonment of plan of domestication.
3719 (1) A plan of domestication of a domestic domesticating limited liability partnership
3720 may be amended:
3721 (a) in the same manner as the plan was approved, if the plan does not provide for the
3722 manner in which it may be amended; or
3723 (b) by the partners of the limited liability partnership in the manner provided in the
3724 plan, but a partner that was entitled to vote on or consent to approval of the domestication is
3725 entitled to vote on or consent to any amendment of the plan that will change:
3726 (i) the amount or kind of interests, securities, obligations, money, other property, rights
3727 to acquire interests or securities, or any combination of the foregoing, to be received by any of
3728 the partners of the domesticating limited liability partnership under the plan;
3729 (ii) the partnership agreement of the domesticated limited liability partnership that will
3730 be in effect immediately after the domestication becomes effective, except for changes that do
3731 not require approval of the partners of the domesticated limited liability partnership under its
3732 organic law or partnership agreement; or
3733 (iii) any other terms or conditions of the plan, if the change would adversely affect the
3734 partner in any material respect.
3735 (2) After a plan of domestication has been approved by a domestic domesticating
3736 limited liability partnership and before a statement of domestication becomes effective, the
3737 plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic
3738 domesticating limited liability partnership may abandon the plan in the same manner as the
3739 plan was approved.
3740 (3) If a plan of domestication is abandoned after a statement of domestication has been
3741 delivered to the division for filing and before the statement of domestication becomes effective,
3742 a statement of abandonment, signed by the limited liability partnership, must be delivered to
3743 the division for filing before the time the statement of domestication becomes effective. The
3744 statement of abandonment takes effect on filing, and the domestication is abandoned and does
3745 not become effective. The statement of abandonment must contain:
3746 (a) the name of the domesticating limited liability partnership;
3747 (b) the date on which the statement of domestication was delivered to the division for
3748 filing; and
3749 (c) a statement that the domestication has been abandoned in accordance with this
3750 section.
3751 Section 108. Section 48-1d-1055 is enacted to read:
3752 48-1d-1055. Statement of domestication.
3753 (1) A statement of domestication must be signed by the domesticating limited liability
3754 partnership and delivered to the division for filing.
3755 (2) A statement of domestication must contain:
3756 (a) the name of the domesticating limited liability partnership and the name of the
3757 jurisdiction whose law governs the domesticating limited liability partnership's internal affairs;
3758 (b) the name of the domesticated limited liability partnership and the name of the
3759 jurisdiction whose law governs the domesticating limited liability partnership's internal affairs;
3760 (c) if the domesticating limited liability partnership is a domestic limited liability
3761 partnership, a statement that the plan of domestication was approved in accordance with
3762 Sections 48-1d-1051 through 48-1d-1056 or, if the domesticating limited liability partnership is
3763 a foreign limited liability partnership, a statement that the domestication was approved in
3764 accordance with the law of the jurisdiction whose law governs the internal affairs of the foreign
3765 limited liability partnership;
3766 (d) the statement of qualification of the domesticated limited liability partnership, as an
3767 attachment; and
3768 (e) if the domesticated foreign limited liability partnership is not a registered foreign
3769 limited liability partnership, a mailing address to which the division may send any process
3770 served on the division pursuant to Subsection 48-1d-1056 (5).
3771 (3) In addition to the requirements of Subsection (2), a statement of domestication may
3772 contain any other provision not prohibited by law.
3773 (4) The statement of qualification of a domesticated domestic limited liability
3774 partnership must satisfy the requirements of the law of this state, but the statement does not
3775 need to be signed.
3776 (5) A plan of domestication that is signed by a domesticating domestic limited liability
3777 partnership and meets all the requirements of Subsection (2) may be delivered to the division
3778 for filing instead of a statement of domestication and on filing has the same effect. If a plan of
3779 domestication is filed as provided in this Subsection (5), references in this part to a statement
3780 of domestication refer to the plan of domestication filed under this Subsection (5).
3781 Section 109. Section 48-1d-1056 is enacted to read:
3782 48-1d-1056. Effect of domestication.
3783 (1) When a domestication becomes effective:
3784 (a) the domesticated limited liability partnership is:
3785 (i) organized under and subject to the organic law of the domesticated limited liability
3786 partnership; and
3787 (ii) the same entity without interruption as the domesticating limited liability
3788 partnership;
3789 (b) all property of the domesticating limited liability partnership continues to be vested
3790 in the domesticated entity without transfer, reversion, or impairment;
3791 (c) all debts, obligations, and other liabilities of the domesticating limited liability
3792 partnership continue as debts, obligations, and other liabilities of the domesticated limited
3793 liability partnership;
3794 (d) except as otherwise provided by law or the plan of domestication, all the rights,
3795 privileges, immunities, powers, and purposes of the domesticating limited liability partnership
3796 remain in the domesticated limited liability partnership;
3797 (e) the name of the domesticated limited liability partnership may be substituted for the
3798 name of the domesticating limited liability partnership in any pending action or proceeding;
3799 (f) the statement of qualification of the domestic limited liability partnership is
3800 effective;
3801 (g) the provisions of the partnership agreement of the domesticated limited liability
3802 partnership that are to be in a record, if any, approved as part of the plan of domestication are
3803 effective; and
3804 (h) the interests in the domesticating limited liability partnership are converted to the
3805 extent and as approved in connection with the domestication, and the partners of the
3806 domesticating limited liability partnership are entitled only to the rights provided to them under
3807 the plan of domestication and to any appraisal rights they have under Section 48-1d-1008 .
3808 (2) Except as otherwise provided in the organic law or partnership agreement of the
3809 domesticating limited liability partnership, the domestication does not give rise to any rights
3810 that a partner or third party would have upon a dissolution, liquidation, or winding up of the
3811 domesticating limited liability partnership.
3812 (3) When a domestication becomes effective, a person that did not have interest holder
3813 liability with respect to the domesticating limited liability partnership and becomes subject to
3814 interest holder liability with respect to a domestic limited liability partnership as a result of the
3815 domestication has interest holder liability only to the extent provided by the organic law of the
3816 domestic limited liability partnership and only for those debts, obligations, and other liabilities
3817 that arise after the domestication becomes effective.
3818 (4) When a domestication becomes effective:
3819 (a) The domestication does not discharge any interest holder liability under this part to
3820 the extent the interest holder liability arose before the domestication became effective.
3821 (b) A person does not have interest holder liability under this chapter for any debt,
3822 obligation, or other liability that arise after the domestication becomes effective.
3823 (c) A person has whatever rights of contribution from any other person as are provided
3824 by law other than this chapter, or this chapter, or the partnership agreement of a domestic
3825 domesticating limited liability partnership with respect to any interest holder liability preserved
3826 under Subsection (4)(a) as if the domestication had not occurred.
3827 (5) When a domestication becomes effective, a foreign limited liability partnership that
3828 is the domesticated limited liability partnership may be served with process in this state for the
3829 collection and enforcement of any of its debts, obligations, and other liabilities as provided in
3830 Section 16-17-301 .
3831 (6) If the domesticating limited liability partnership is a registered foreign limited
3832 liability partnership, the registration of the foreign limited liability partnership is canceled
3833 when the domestication becomes effective.
3834 (7) A domestication does not require the limited liability partnership to wind up its
3835 business and does not constitute or cause the dissolution of the limited liability partnership.
3836 Section 110. Section 48-1d-1101 is enacted to read:
3837
3838 48-1d-1101. Statement of qualification.
3839 (1) A partnership may become a limited liability partnership pursuant to this section.
3840 (2) The terms and conditions on which a partnership becomes a limited liability
3841 partnership must be approved by the vote or consent necessary to amend the partnership
3842 agreement except, in the case of a partnership agreement that expressly addresses obligations to
3843 contribute to the partnership, the vote or consent necessary to amend those provisions.
3844 (3) After the approval required by Subsection (2), a partnership may become a limited
3845 liability partnership by delivering to the division for filing a statement of qualification. The
3846 statement of qualification must contain:
3847 (a) the name of the limited liability partnership;
3848 (b) the street address of the limited liability partnership's principal office and, if
3849 different, the street address of an office in this state, if any;
3850 (c) the information required by Subsection 16-17-203 (1); and
3851 (d) a statement that the partnership elects to become a limited liability partnership.
3852 (4) A partnership's status as a limited liability partnership remains effective, regardless
3853 of changes in the limited liability partnership, until it is canceled pursuant to Subsection (6) or
3854 administratively revoked pursuant to Section 48-1d-1102 .
3855 (5) The status of a partnership as a limited liability partnership and the liability of its
3856 partners for the debts, obligations, or other liabilities of the partnership while it is a limited
3857 liability partnership is not affected by errors or later changes in the information required to be
3858 contained in the statement of qualification.
3859 (6) A limited liability partnership may amend or cancel its statement of qualification by
3860 delivering to the division for filing a statement of amendment or cancellation. The statement
3861 must be consented to by all partners and state the name of the limited liability partnership and
3862 in the case of:
3863 (a) an amendment, state the amendment; and
3864 (b) a cancellation, state that the statement of qualification is canceled.
3865 Section 111. Section 48-1d-1102 is enacted to read:
3866 48-1d-1102. Administrative revocation of statement of qualification.
3867 (1) The division may commence a proceeding under Subsections (2) and (3) to revoke
3868 the statement of qualification of a limited liability partnership administratively if the limited
3869 liability partnership does not:
3870 (a) pay any fee, tax, or penalty required to be paid to the division not later than 60 days
3871 after it is due;
3872 (b) deliver an annual report to the division not later than 60 days after it is due; or
3873 (c) have a registered agent in this state for 60 consecutive days.
3874 (2) If the division determines that one or more grounds exist for administratively
3875 revoking a statement of qualification, the division shall serve the limited liability partnership
3876 with notice in a record of the division's determination.
3877 (3) If a limited liability partnership, not later than 60 days after service of the notice is
3878 effected under Subsection (2), does not cure each ground for revocation or demonstrate to the
3879 satisfaction of the division that each ground determined by the division does not exist, the
3880 division shall administratively revoke the statement of qualification by signing a statement of
3881 administrative revocation that recites the grounds for revocation and the effective date of the
3882 revocation. The division shall file the statement and serve a copy on the limited liability
3883 partnership pursuant to Section 48-1d-116 .
3884 (4) An administrative revocation under Subsection (3) affects only a partnership's
3885 status as a limited liability partnership and is not an event causing dissolution of the
3886 partnership.
3887 (5) The administrative revocation of a statement of qualification of a limited liability
3888 partnership does not terminate the authority of its registered agent.
3889 Section 112. Section 48-1d-1103 is enacted to read:
3890 48-1d-1103. Reinstatement.
3891 (1) A limited liability partnership whose statement of qualification has been revoked
3892 administratively under Section 48-1d-1102 may apply to the division for reinstatement of the
3893 statement of qualification not later than two years after the effective date of the revocation.
3894 The application must state:
3895 (a) the name of the partnership at the time of the administrative revocation of its
3896 statement of qualification and, if needed, a different name that satisfies Section 48-1d-1105 ;
3897 (b) the address of the principal office of the partnership and information required under
3898 Subsection 16-17-203 (1);
3899 (c) the effective date of administrative revocation of the partnership's statement of
3900 qualification; and
3901 (d) that the grounds for revocation did not exist or have been cured.
3902 (2) To have its statement of qualification reinstated, a partnership whose statement of
3903 qualification has been revoked administratively must pay all fees, taxes, and penalties that were
3904 due to the division at the time of the administrative revocation and all fees, taxes, and penalties
3905 that would have been due to the division while the partnership's statement of qualification was
3906 revoked administratively.
3907 (3) If the division determines that the application contains the information required by
3908 Subsection (1), is satisfied that the information is correct, and determines that all payments
3909 required to be made to the division by Subsection (2) have been made, the division shall:
3910 (a) cancel the statement of revocation and prepare a statement of reinstatement that
3911 states the division's determination and the effective date of reinstatement;
3912 (b) file the statement of revocation; and
3913 (c) serve a copy of the statement of revocation on the limited liability partnership.
3914 (4) When reinstatement under this section is effective, the following rules apply:
3915 (a) the reinstatement relates back to and takes effect as of the effective date of the
3916 administrative revocation; and
3917 (b) the partnership's status as a limited liability partnership continues as if the
3918 revocation had not occurred, except for the rights of a person arising out of an act or omission
3919 in reliance on the revocation before the person knew or had notice of the reinstatement are not
3920 affected.
3921 Section 113. Section 48-1d-1104 is enacted to read:
3922 48-1d-1104. Judicial review of denial of reinstatement.
3923 (1) If the division denies a limited liability partnership's application for reinstatement
3924 following administrative revocation of the limited liability partnership's statement of
3925 qualification, the division shall serve the limited liability company partnership with notice in a
3926 record that explains the reasons for the denial.
3927 (2) A limited liability partnership may seek judicial review of denial of reinstatement
3928 in the district court not later than 30 days after service of the notice of denial.
3929 Section 114. Section 48-1d-1105 is enacted to read:
3930 48-1d-1105. Permitted names.
3931 (1) The name of a partnership that is not a limited liability partnership may not contain
3932 the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the
3933 abbreviation "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
3934 (2) The name of a limited liability partnership must contain the words "Registered
3935 Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP",
3936 or "LLP".
3937 (3) Except as otherwise provided in Subsection (6), the name of a limited liability
3938 partnership and the name under which a foreign limited liability partnership may register to do
3939 business in this state must be distinguishable on the records of the division from any:
3940 (a) name of an existing person whose formation required the filing of a record by the
3941 division;
3942 (b) name of a limited liability partnership;
3943 (c) name of a person that is registered to do business in this state by the filing of a
3944 record by the division;
3945 (d) name reserved under Section 48-1d-1106 or other law of this state providing for the
3946 reservation of a name by the filing of a record by the division;
3947 (e) name registered under Section 48-1d-1107 or other law of this state providing for
3948 the registration of a name by the filing of a record by the division; or
3949 (f) assumed name registered under Title 42, Chapter 2, Conducting Business Under
3950 Assumed Name.
3951 (4) If a person consents in a record to the use of its name and submits an undertaking in
3952 a form satisfactory to the division to change its name to a name that is distinguishable on the
3953 records of the division from any name in any category of names in Subsection (3), the name of
3954 the consenting person may be used by the person to which the consent was given.
3955 (5) Except as otherwise provided in Subsection (6), in determining whether a name is
3956 the same as or not distinguishable on the records of the division from the name of another
3957 entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation",
3958 "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional
3959 association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited
3960 liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",
3961 "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited
3962 liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", or "LLC",
3963 "L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken
3964 into account.
3965 (6) A person may consent in a record to the use of a name that is not distinguishable on
3966 the records of the division from its name except for the addition of a word, phrase, or
3967 abbreviation indicating the type of person as provided in Subsection (5). In such a case, the
3968 person need not change its name pursuant to Subsection (4).
3969 (7) The division may not approve for filing a name that implies that a limited liability
3970 partnership is an agency of this state or any of its political subdivisions, if it is not actually such
3971 a legally established agency or subdivision.
3972 (8) The authorization to file a certificate under or to reserve or register a limited
3973 liability partnership name as granted by the division does not:
3974 (a) abrogate or limit the law governing unfair competition or unfair trade practices;
3975 (b) derogate from the common law, the principles of equity, or the statutes of this state
3976 or of the United States with respect to the right to acquire and protect names and trademarks; or
3977 (c) create an exclusive right in geographic or generic terms contained within a name.
3978 (9) The name of a limited liability partnership or foreign limited liability partnership
3979 may not contain:
3980 (a) the words:
3981 (i) "association";
3982 (ii) "corporation";
3983 (iii) "incorporated";
3984 (iv) "limited liability company";
3985 (v) "limited company";
3986 (vi) "limited partnership"; or
3987 (vii) "Ltd.";
3988 (b) any word or abbreviation that is of like import to the words listed in Subsection
3989 (9)(a);
3990 (c) without the written consent of the United States Olympic Committee, the words:
3991 (i) "Olympic";
3992 (ii) "Olympiad"; or
3993 (iii) "Citius Altius Fortius"; and
3994 (d) without the written consent of the Division of Consumer Protection issued in
3995 accordance with Section 13-34-114 the words:
3996 (i) "university";
3997 (ii) "college"; or
3998 (iii) "institute" or "institution".
3999 Section 115. Section 48-1d-1106 is enacted to read:
4000 48-1d-1106. Reservation of name.
4001 (1) A person may reserve the exclusive use of a name that complies with Section
4002 48-1d-1105 by delivering an application to the division for filing. The application must state
4003 the name and address of the applicant and the name to be reserved. If the division finds that
4004 the name is available, the division shall reserve the name for the applicant's exclusive use for a
4005 period of 120 days.
4006 (2) The owner of a reserved name may transfer the reservation to another person by
4007 delivering to the division a signed notice in a record of the transfer, which states the name and
4008 address of the transferee.
4009 Section 116. Section 48-1d-1107 is enacted to read:
4010 48-1d-1107. Registration of name.
4011 (1) A foreign limited liability partnership not registered to do business in this state
4012 under Part 12, Foreign Limited Liability Partnerships, may register its name, or an alternate
4013 name adopted pursuant to Section 48-1d-1206 , if the name is distinguishable on the records of
4014 the division from the names that are not available under Section 48-1d-1105 .
4015 (2) To register its name or an alternate name adopted pursuant to Section 48-1d-1206 , a
4016 foreign limited liability partnership must deliver to the division for filing an application stating
4017 the foreign limited liability partnership's name, the jurisdiction and date of its formation, and
4018 any alternate name adopted pursuant to Section 48-1d-1206 . If the division finds that the name
4019 applied for is available, the division shall register the name for the applicant's exclusive use.
4020 (3) The registration of a name under this section is effective for one year after the date
4021 of registration.
4022 (4) A foreign limited liability partnership whose name registration is effective may
4023 renew the registration for successive one-year periods by delivering, not earlier than three
4024 months before the expiration of the registration, to the division for filing a renewal application
4025 that complies with this section. When filed, the renewal application renews the registration for
4026 a succeeding one-year period.
4027 (5) A foreign limited liability partnership whose name registration is effective may
4028 register as a foreign limited liability company under the registered name or consent in a signed
4029 record to the use of that name by another person that is not an individual.
4030 Section 117. Section 48-1d-1108 is enacted to read:
4031 48-1d-1108. Registered agent.
4032 (1) Each limited liability partnership and each registered foreign limited liability
4033 partnership shall designate in accordance with Subsection 16-17-203 (1) and maintain a
4034 registered agent in this state.
4035 (2) A limited liability partnership or registered foreign limited liability partnership may
4036 change its registered agent or the address of its registered agent by filing with the division a
4037 statement of change in accordance with Section 16-17-206 .
4038 Section 118. Section 48-1d-1109 is enacted to read:
4039 48-1d-1109. Annual report for division.
4040 (1) Each limited liability partnership and registered foreign limited liability partnership
4041 shall deliver to the division for filing an annual report that states:
4042 (a) the name of the limited liability partnership or foreign limited liability partnership;
4043 (b) the information required under Subsection 16-17-203 (1);
4044 (c) the street and mailing addresses of its principal office;
4045 (d) the name of at least one partner; and
4046 (e) in the case of a foreign limited liability partnership, its jurisdiction of formation and
4047 any alternate name adopted under Subsection 48-1d-1206 (1).
4048 (2) Information in an annual report must be current as of the date the report is signed
4049 by the limited liability partnership or registered foreign limited liability partnership.
4050 (3) A report must be delivered to the division for each year following the calendar year
4051 in which the limited liability partnership's statement of qualification became effective or the
4052 registered foreign limited liability partnership registered to do business in this state:
4053 (a) in the case of a limited liability partnership, the annual report must be delivered to
4054 the division during the month in which is the anniversary date on which the limited liability
4055 partnership statement of qualification became effective; and
4056 (b) in the case of a registered foreign limited liability partnership, the annual report
4057 must be delivered to the division during the month in which is the anniversary date on which
4058 the registered foreign limited liability partnership registered to do business in this state.
4059 (4) If an annual report does not contain the information required by this section, the
4060 division promptly shall notify the reporting limited liability partnership or registered foreign
4061 limited liability partnership in a record and return the report for correction.
4062 (5) If an annual report contains the name or address of a registered agent which differs
4063 from the information shown in the records of the division immediately before the annual report
4064 becomes effective, the differing information in the annual report is considered a statement of
4065 change under Section 16-17-206 .
4066 Section 119. Section 48-1d-1201 is enacted to read:
4067
4068 48-1d-1201. Governing law.
4069 (1) The law of the jurisdiction in which the statement of qualification or equivalent
4070 filing of a foreign limited liability partnership is filed governs:
4071 (a) the internal affairs of the foreign limited liability partnership; and
4072 (b) the liability of a partner as partner for a debt, obligation, or other liability of the
4073 foreign limited liability partnership.
4074 (2) A foreign limited liability partnership is not precluded from registering to do
4075 business in this state because of any difference between the law of this state and the jurisdiction
4076 under which the foreign limited liability partnership's statement of qualification or equivalent
4077 filing is filed.
4078 (3) Registration of a foreign limited liability partnership to do business in this state
4079 does not authorize the foreign limited liability partnership to engage in any business or exercise
4080 any power that a domestic limited liability partnership may not engage in or exercise in this
4081 state as a limited liability partnership.
4082 (4) (a) The division may permit a tribal limited liability partnership to apply for
4083 authority to transact business in the state in the same manner as a foreign limited liability
4084 partnership formed in another state.
4085 (b) If a tribal limited liability partnership elects to apply for authority to transact
4086 business in the state, for purposes of this chapter, the tribal limited liability partnership shall be
4087 treated in the same manner as a foreign limited liability partnership formed under the laws of
4088 another state.
4089 Section 120. Section 48-1d-1202 is enacted to read:
4090 48-1d-1202. Registration to do business in this state.
4091 (1) A foreign limited liability partnership may not do business in this state until it
4092 registers with the division under this part.
4093 (2) A foreign limited liability partnership doing business in this state may not maintain
4094 an action or proceeding in this state unless it has registered to do business in this state.
4095 (3) The failure of a foreign limited liability partnership to register to do business in this
4096 state does not impair the validity of a contract or act of the foreign limited liability partnership
4097 or preclude it from defending an action or proceeding in this state.
4098 (4) A limitation on the liability of a partner of a foreign limited liability partnership is
4099 not waived solely because the foreign limited liability partnership does business in this state
4100 without registering to do business in this state.
4101 (5) Subsections 48-1d-1201 (1) and (2) apply even if a foreign limited liability
4102 partnership fails to register under this part.
4103 Section 121. Section 48-1d-1203 is enacted to read:
4104 48-1d-1203. Foreign registration statement.
4105 To register to do business in this state, a foreign limited liability partnership must
4106 deliver a foreign registration statement to the division for filing. The statement must state:
4107 (1) the name of the foreign limited liability partnership and, if the name does not
4108 comply with Section 48-1d-1105 , an alternate name adopted pursuant to Subsection
4109 48-1d-1206 (1);
4110 (2) that the limited liability partnership is a foreign limited liability partnership;
4111 (3) the jurisdiction in which the foreign limited liability partnership's statement of
4112 qualification or equivalent filing is filed;
4113 (4) the street and mailing addresses of the foreign limited liability partnership's
4114 principal office and, if the law of the jurisdiction in which the foreign limited liability
4115 partnership's statement of qualification or equivalent filing is filed requires the foreign limited
4116 liability partnership to maintain an office in that jurisdiction, the street and mailing addresses
4117 of the required office; and
4118 (5) the information required by Subsection 16-17-203 (1).
4119 Section 122. Section 48-1d-1204 is enacted to read:
4120 48-1d-1204. Amendment of foreign registration statement.
4121 A registered foreign limited liability partnership shall deliver to the division for filing
4122 an amendment to its foreign registration statement if there is a change in:
4123 (1) the name of the foreign limited liability partnership;
4124 (2) the jurisdiction in which the foreign limited liability partnership's statement of
4125 qualification or equivalent filing is filed;
4126 (3) an address required by Subsection 48-1d-1203 (4); or
4127 (4) the information required by Subsection 48-1d-1203 (5).
4128 Section 123. Section 48-1d-1205 is enacted to read:
4129 48-1d-1205. Activities not constituting doing business.
4130 (1) Activities of a foreign limited liability partnership which do not constitute doing
4131 business in this state under this part include:
4132 (a) maintaining, defending, mediating, arbitrating, and settling an action or proceeding;
4133 (b) carrying on any activity concerning its internal affairs, including meetings of its
4134 partners;
4135 (c) maintaining accounts in financial institutions;
4136 (d) maintaining offices or agencies for the transfer, exchange, and registration of
4137 securities of the foreign limited liability partnership or maintaining trustees or depositories with
4138 respect to those securities;
4139 (e) selling through independent contractors;
4140 (f) soliciting or obtaining orders by any means if the orders require acceptance outside
4141 this state before they become contracts;
4142 (g) creating or acquiring indebtedness, mortgages, or security interests in property;
4143 (h) securing or collecting debts or enforcing mortgages or security interests in property
4144 securing the debts, and holding, protecting, or maintaining property;
4145 (i) conducting an isolated transaction that is not in the course of similar transactions;
4146 (j) owning, without more, property; and
4147 (k) doing business in interstate commerce.
4148 (2) A person does not do business in this state solely by being a partner of a foreign
4149 limited liability partnership that does business in this state.
4150 (3) This section does not apply in determining the contacts or activities that may
4151 subject a foreign limited liability partnership to service of process, taxation, or regulation under
4152 law of this state other than this chapter.
4153 Section 124. Section 48-1d-1206 is enacted to read:
4154 48-1d-1206. Noncomplying name of foreign limited liability partnership.
4155 (1) A foreign limited liability partnership whose name does not comply with Section
4156 48-1d-1105 may not register to do business in this state until it adopts, for the purpose of doing
4157 business in this state, an alternate name that complies with Section 48-1d-1105 . A registered
4158 foreign limited liability partnership that registers under an alternate name under this Subsection
4159 (1) need not comply with Title 42, Chapter 2, Conducting Business Under Assumed Name.
4160 After registering to do business in this state with an alternate name, a registered foreign
4161 partnership shall do business in this state under:
4162 (a) the alternate name;
4163 (b) the foreign limited liability partnership's name, with the addition of its jurisdiction
4164 in which the foreign limited liability partnership's statement of qualification or equivalent filing
4165 is filed; or
4166 (c) an assumed or fictitious name the foreign limited liability partnership is authorized
4167 to use under Title 42, Chapter 2, Conducting Business Under Assumed Name.
4168 (2) If a registered foreign limited liability partnership changes its name to one that does
4169 not comply with Section 48-1d-1105 , it may not do business in this state until it complies with
4170 Subsection (1) by amending its registration to adopt an alternate name that complies with
4171 Section 48-1d-1105 .
4172 Section 125. Section 48-1d-1207 is enacted to read:
4173 48-1d-1207. Withdrawal deemed on conversion to domestic filing entity or
4174 domestic limited liability partnership.
4175 A registered foreign limited liability partnership that converts to a domestic limited
4176 liability partnership or to a domestic entity that is organized, incorporated, or otherwise formed
4177 through the delivery of a record to the division for filing is deemed to have withdrawn its
4178 registration on the effective date of the conversion.
4179 Section 126. Section 48-1d-1208 is enacted to read:
4180 48-1d-1208. Withdrawal on dissolution or conversion to nonfiling entity other
4181 than limited liability partnership.
4182 (1) A registered foreign limited liability partnership that has dissolved and completed
4183 winding up or has converted to a domestic or foreign entity that is not organized, incorporated,
4184 or otherwise formed through the public filing of a record, other than a limited liability
4185 partnership, shall deliver a statement of withdrawal to the division for filing. The statement
4186 must state:
4187 (a) in the case of a foreign limited liability partnership that has completed winding up:
4188 (i) its name and the jurisdiction in which the foreign limited liability partnership's
4189 statement of qualification is filed; and
4190 (ii) that the foreign limited liability partnership surrenders its registration to do
4191 business in this state; and
4192 (b) in the case of a foreign limited liability partnership that has converted:
4193 (i) the name of the converting foreign limited liability partnership and the jurisdiction
4194 in which its statement of qualification is filed;
4195 (ii) the type of entity to which the foreign limited liability partnership has converted
4196 and its jurisdiction of formation;
4197 (iii) that the converted entity surrenders the converting foreign limited liability
4198 partnership's registration to do business and revokes the authority of the converting foreign
4199 limited liability partnership's registered agent to act as registered agent in this state on behalf of
4200 the foreign limited liability partnership or the converted entity; and
4201 (iv) a mailing address to which service of process may be made under Subsection (2).
4202 (2) After a withdrawal under this section of a foreign limited liability partnership that
4203 has converted to another type of entity is effective, service of process in any action or
4204 proceeding based on a cause of action arising during the time the foreign limited liability
4205 partnership was registered to do business in this state may be made pursuant to Subsection
4206 16-17-301 (2).
4207 Section 127. Section 48-1d-1209 is enacted to read:
4208 48-1d-1209. Transfer of registration.
4209 (1) When a registered foreign limited liability partnership has merged into a foreign
4210 entity that is not registered to do business in this state or has converted to a foreign entity
4211 required to register with the division to do business in this state, the foreign entity shall deliver
4212 to the division for filing an application for transfer of registration. The application must state:
4213 (a) the name of the registered foreign limited liability partnership before the merger or
4214 conversion;
4215 (b) that before the merger or conversion the registration pertained to a foreign limited
4216 liability partnership;
4217 (c) the name of the applicant foreign entity into which the foreign limited liability
4218 partnership has merged or to which it has been converted, and, if the name does not comply
4219 with Section 48-1d-1105 , an alternate name adopted pursuant to Subsection 48-1d-1206 (1) or
4220 similar provision of law of this state governing a foreign entity registered to do business in this
4221 state of the same type as the applicable foreign entity;
4222 (d) the type of entity of the applicant foreign entity and its jurisdiction of formation;
4223 (e) the street and mailing addresses of the principal office of the applicant foreign
4224 entity and, if the law of that entity's jurisdiction of formation requires the entity to maintain an
4225 office in that jurisdiction, the street and mailing addresses of that office; and
4226 (f) the information required under Subsection 16-17-203 (1).
4227 (2) When an application for transfer of registration takes effect, the registration of the
4228 foreign limited liability partnership to do business in this state is transferred without
4229 interruption to the foreign entity into which the foreign limited liability partnership has merged
4230 or to which it has been converted.
4231 Section 128. Section 48-1d-1210 is enacted to read:
4232 48-1d-1210. Termination of registration.
4233 (1) The division may terminate the registration of a registered foreign limited liability
4234 partnership in the manner provided in Subsections (2) and (3) if the foreign limited liability
4235 partnership does not:
4236 (a) pay, not later than 60 days after the due date, any fee, tax, interest, or penalty
4237 required to be paid to the division under this chapter or law other than this chapter;
4238 (b) deliver to the division for filing, not later than 60 days after the due date, the annual
4239 report required under Section 48-1d-1109 ;
4240 (c) have a registered agent as required by Section 48-1d-1108 ; or
4241 (d) deliver to the division for filing a statement of a change under Section 16-17-206
4242 not later than 30 days after a change has occurred in the name or address of the registered
4243 agent.
4244 (2) The division may terminate the registration of a registered foreign limited liability
4245 partnership by:
4246 (a) filing a notice of termination or noting the termination in the records of the
4247 division; and
4248 (b) delivering a copy of the notice or the information in the notation to the foreign
4249 limited liability partnership's registered agent, or if the foreign limited liability partnership does
4250 not have a registered agent, to the foreign limited liability partnership's principal office.
4251 (3) A notice or information in a notation under Subsection (2) must include:
4252 (a) the effective date of the termination, which must be at least 60 days after the date
4253 the division delivers the copy; and
4254 (b) the grounds for termination under Subsection (1).
4255 (4) The authority of a registered foreign limited liability partnership to do business in
4256 this state ceases on the effective date of the notice of termination or notation under Subsection
4257 (2), unless before that date the foreign limited liability partnership cures each ground for
4258 termination stated in the notice or notation. If the foreign limited liability partnership cures
4259 each ground, the division shall file a record so stating.
4260 Section 129. Section 48-1d-1211 is enacted to read:
4261 48-1d-1211. Withdrawal of registration of registered foreign limited liability
4262 partnership.
4263 (1) A registered foreign limited liability partnership may withdraw its registration by
4264 delivering a statement of withdrawal to the division for filing. The statement of withdrawal
4265 must state:
4266 (a) the name of the foreign limited liability partnership and the jurisdiction in which
4267 the foreign limited liability partnership's statement of qualification or equivalent filing is filed;
4268 (b) that the foreign limited liability partnership is not doing business in this state and
4269 that it withdraws its registration to do business in this state;
4270 (c) that the foreign limited liability partnership revokes the authority of its registered
4271 agent to accept service on its behalf in this state; and
4272 (d) an address to which service of process may be made under Subsection (2).
4273 (2) After the withdrawal of the registration of a foreign limited liability partnership,
4274 service of process in any action or proceeding based on a cause of action arising during the
4275 time the foreign limited liability partnership was registered to do business in this state may be
4276 made pursuant to Subsection 16-17-301 (2).
4277 Section 130. Section 48-1d-1212 is enacted to read:
4278 48-1d-1212. Action by attorney general.
4279 The attorney general may maintain an action to enjoin a foreign limited liability
4280 partnership from doing business in this state in violation of this part.
4281 Section 131. Section 48-1d-1301 is enacted to read:
4282
4283 48-1d-1301. Definitions.
4284 As used in this part:
4285 (1) "Professional services partnership" means a limited liability partnership organized
4286 in accordance with this part to provide professional services.
4287 (2) "Regulating board" means the entity organized pursuant to state law that licenses
4288 and regulates the practice of the profession that a limited liability partnership is organized to
4289 provide.
4290 Section 132. Section 48-1d-1302 is enacted to read:
4291 48-1d-1302. Application of this part.
4292 If a conflict arises between this part and another provision of this chapter, this part
4293 controls.
4294 Section 133. Section 48-1d-1303 is enacted to read:
4295 48-1d-1303. Name limitations.
4296 (1) The name of a domestic professional services partnership and of a foreign
4297 professional services partnership authorized to transact business in this state, in addition to
4298 complying with Sections 48-1d-1105 and 48-1d-1206 :
4299 (a) may not contain language stating or implying that it is formed for a purpose other
4300 than that authorized by Section 48-1d-1304 ; and
4301 (b) must conform with any rule made by the regulating board having jurisdiction over a
4302 professional service to be rendered by the professional service partnership.
4303 (2) Sections 48-1d-1105 and 48-1d-1206 do not prevent the use of a name otherwise
4304 prohibited by those sections if the name is:
4305 (a) the personal name of an individual partner or individual former partner of the
4306 professional services partnership; or
4307 (b) the name of an individual who was associated with a predecessor of the
4308 professional services partnership.
4309 Section 134. Section 48-1d-1304 is enacted to read:
4310 48-1d-1304. Providing a professional service.
4311 (1) Subject to Section 48-1d-1305 , a professional services partnership may provide a
4312 professional service in this state only through an individual licensed or otherwise authorized in
4313 this state to provide the professional service.
4314 (2) Subsection (1) does not:
4315 (a) require an individual employed by a professional services partnership to be licensed
4316 to perform a service for the professional services company if a license is not otherwise
4317 required;
4318 (b) prohibit a licensed individual from providing a professional service in the
4319 individual's professional capacity although the individual is a partner, employee, or agent of a
4320 professional services partnership; or
4321 (c) prohibit an individual licensed in another state from providing a professional
4322 service for a professional services partnership in this state if not prohibited by the regulating
4323 board.
4324 Section 135. Section 48-1d-1305 is enacted to read:
4325 48-1d-1305. Limit of one profession.
4326 (1) A professional services partnership organized to provide a professional service
4327 under this part may provide only:
4328 (a) one specific type of professional service; and
4329 (b) services ancillary to the professional service described in Subsection (1)(a).
4330 (2) A professional services partnership organized to provide a professional service
4331 under this part may not engage in a business other than to provide:
4332 (a) the professional service that it was organized to provide; and
4333 (b) services ancillary to the professional service described in Subsection (2)(a).
4334 (3) Notwithstanding Subsections (1) and (2), a professional services partnership may:
4335 (a) own real and personal property necessary or appropriate for providing the type of
4336 professional service it was organized to provide; and
4337 (b) invest the professional services partnership's money in one or more of the
4338 following:
4339 (i) real estate;
4340 (ii) mortgages;
4341 (iii) stocks;
4342 (vi) bonds; or
4343 (v) another type of investment.
4344 Section 136. Section 48-1d-1306 is enacted to read:
4345 48-1d-1306. Activity limitations.
4346 A professional services partnership may not do anything that an individual licensed to
4347 practice the profession that the professional services partnership is organized to provide is
4348 prohibited from doing.
4349 Section 137. Section 48-1d-1307 is enacted to read:
4350 48-1d-1307. This part does not limit regulating board.
4351 This part does not restrict the authority or duty of a regulating board to license an
4352 individual providing a professional service or the practice of the profession that is within the
4353 jurisdiction of the regulating board, notwithstanding that the individual:
4354 (1) is a partner or employee of a professional services partnership; or
4355 (2) provides the professional service or engages in the practice of the profession
4356 through a professional services partnership.
4357 Section 138. Section 48-1d-1308 is enacted to read:
4358 48-1d-1308. Partner of a professional services partnership.
4359 A professional services partnership organized to provide a professional service:
4360 (1) may include a partner or employee who is authorized under the laws of the
4361 jurisdiction where the partner or employee resides to provide a similar professional service;
4362 (2) may include a partner who is not licensed or registered by the state to provide the
4363 professional service to the extent allowed by the applicable licensing or registration act relating
4364 to the professional service; and
4365 (3) may render a professional service in this state only through a partner or employee
4366 who is licensed or registered by this state to render the professional service.
4367 Section 139. Section 48-1d-1309 is enacted to read:
4368 48-1d-1309. Restriction on transfer by partner.
4369 (1) Except as provided in Subsections (2) and (3), a partner of a professional services
4370 partnership may sell or transfer the partner's interest in the professional services partnership
4371 only to:
4372 (a) the professional services partnership; or
4373 (b) an individual who is licensed or registered by this state to provide the same type of
4374 professional service as the professional service for which the professional services partnership
4375 is organized, or who otherwise satisfies the requirements of Subsection 48-1d-1308 (1) or (2).
4376 (2) Upon the death or incapacity of a partner of a professional services partnership, the
4377 partner's interest in the professional services partnership may be transferred to the personal
4378 representative or estate of the deceased or incapacitated partner.
4379 (3) The person to whom an interest is transferred under Subsection (2) may continue to
4380 hold the interest for a reasonable period, but may not participate in a decision concerning the
4381 providing of a professional service.
4382 Section 140. Section 48-1d-1310 is enacted to read:
4383 48-1d-1310. Purchase of interest upon death, incapacity, or disqualification of
4384 member.
4385 (1) Subject to this part, one or more of the following may provide for the purchase of a
4386 partner's interest in a professional services partnership upon the death, incapacity, or
4387 disqualification of the partner:
4388 (a) the partnership agreement; or
4389 (b) a private agreement.
4390 (2) In the absence of a provision described in Subsection (1), a professional services
4391 partnership shall purchase the interest of a partner who is deceased, incapacitated, or no longer
4392 qualified to own an interest in the professional services partnership within 90 days after the day
4393 on which the professional services partnership is notified of the death, incapacity, or
4394 disqualification.
4395 (3) If a professional services partnership purchases a partner's interest under Subsection
4396 (2), the professional services company shall purchase the interest at a price that is the
4397 reasonable fair market value as of the date of death, incapacity, or disqualification.
4398 (4) If a professional services partnership fails to purchase a partner's interest as
4399 required by Subsection (2) at the end of the 90-day period described in Subsection (2), one of
4400 the following may bring an action in the district court of the county in which the principal
4401 office or place of practice of the professional services partnership is located to enforce
4402 Subsection (2):
4403 (a) the personal representative of a deceased partner;
4404 (b) the guardian or conservator of an incapacitated partner; or
4405 (c) the disqualified partner.
4406 (5) A court in which an action is brought under Subsection (4) may:
4407 (a) award the person bringing the action the reasonable fair market value of the
4408 interest; or
4409 (b) within its jurisdiction, order the liquidation of the professional services partnership.
4410 (6) If a person described in Subsections (4)(a) through (c) is successful in an action
4411 under Subsection (4), the court shall award the person reasonable attorney's fees and costs.
4412 Section 141. Section 48-1d-1401 is enacted to read:
4413
4414 48-1d-1401. Uniformity of application and construction.
4415 In applying and construing this chapter, consideration must be given to the need to
4416 promote uniformity of the law with respect to its subject matter among states that enact the
4417 uniform act upon which this chapter is based.
4418 Section 142. Section 48-1d-1402 is enacted to read:
4419 48-1d-1402. Severability clause.
4420 If any provision of this chapter or its application to any person or circumstance is held
4421 invalid, the invalidity does not affect other provisions or applications of this chapter which can
4422 be given effect without the invalid provision or application, and to this end the provisions of
4423 this chapter are severable.
4424 Section 143. Section 48-1d-1403 is enacted to read:
4425 48-1d-1403. Relation to Electronic Signatures in Global and National Commerce
4426 Act.
4427 This chapter modifies, limits, and supersedes the Electronic Signatures in Global and
4428 National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but this chapter does not modify, limit,
4429 or supersede Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of
4430 any of the notices described in Sec. 103(b) of that act, 15 U.S.C. Sec. 7003(b).
4431 Section 144. Section 48-1d-1404 is enacted to read:
4432 48-1d-1404. Savings clause.
4433 This chapter does not affect an action commenced, proceeding brought, or right accrued
4434 before this chapter takes effect.
4435 Section 145. Section 48-1d-1405 is enacted to read:
4436 48-1d-1405. Application to existing relationships.
4437 (1) Before January 1, 2016, this chapter governs only:
4438 (a) a partnership formed on or after January 1, 2014; and
4439 (b) except as otherwise provided in Subsection (3), a partnership formed before
4440 January 1, 2014, which elects, in the manner provided in its partnership agreement or by law
4441 for amending the partnership agreement, to be subject to this chapter.
4442 (2) Except as otherwise provided in Subsection (3), on and after January 1, 2016, this
4443 chapter governs all partnerships.
4444 (3) With respect to a partnership that elects pursuant to Subsection (1)(b) to be subject
4445 to this chapter, after the election takes effect the provisions of this chapter relating to the
4446 liability of the partnership's partners to third parties apply:
4447 (a) before January 1, 2016, to:
4448 (i) a third party that had not done business with the partnership in the year before the
4449 election took effect; and
4450 (ii) a third party that had done business with the partnership in the year before the
4451 election took effect only if the third party knows or has received a notification of the election;
4452 and
4453 (b) on and after January 1, 2016, to all third parties, but those provisions remain
4454 inapplicable to any obligation incurred while those provisions were inapplicable under
4455 Subsection (3)(a)(ii).
4456 Section 146. Section 48-2a-100 is enacted to read:
4457 48-2a-100. Scope of chapter.
4458 Until this chapter is repealed January 1, 2016, this chapter applies only to a limited
4459 partnership formed on or before December 31, 2013, that has not elected to be governed by
4460 Chapter 2e, Utah Uniform Limited Partnership Act, as provided in Section 48-2e-1205 .
4461 Section 147. Section 48-2c-100 is enacted to read:
4462 48-2c-100. Scope of chapter.
4463 Until this chapter is repealed January 1, 2016, this chapter applies only to a limited
4464 liability company formed on or before December 31, 2013, that has not elected to be governed
4465 by Chapter 3a, Utah Revised Uniform Limited Liability Company Act, as provided in Section
4466 48-3a-1405 .
4467 Section 148. Section 48-2e-101 is enacted to read:
4468
4469
4470 48-2e-101. Title.
4471 This chapter is known as the "Utah Uniform Limited Partnership Act."
4472 Section 149. Section 48-2e-102 is enacted to read:
4473 48-2e-102. Definitions.
4474 As used in this chapter:
4475 (1) "Certificate of limited partnership" means the certificate required by Section
4476 48-2e-201 . The term includes the certificate as amended or restated.
4477 (2) "Contribution," except in the phrase "right of contribution," means property or a
4478 benefit described in Section 48-2e-501 which is provided by a person to a limited partnership
4479 to become a partner or in the person's capacity as a partner.
4480 (3) "Debtor in bankruptcy" means a person that is the subject of:
4481 (a) an order for relief under Title 11 of the United States Code or a comparable order
4482 under a successor statute of general application; or
4483 (b) a comparable order under federal, state, or foreign law governing insolvency.
4484 (4) "Distribution" means a transfer of money or other property from a limited
4485 partnership to a person on account of a transferable interest or in the person's capacity as a
4486 partner. The term:
4487 (a) includes:
4488 (i) a redemption or other purchase by a limited partnership of a transferable interest;
4489 and
4490 (ii) a transfer to a partner in return for the partner's relinquishment of any right to
4491 participate as a partner in the management or conduct of the limited partnership's activities and
4492 affairs or to have access to records or other information concerning the limited partnership's
4493 activities and affairs; and
4494 (b) does not include amounts constituting reasonable compensation for present or past
4495 service or payments made in the ordinary course of business under a bona fide retirement plan
4496 or other bona fide benefits program.
4497 (5) "Division" means the Division of Corporations and Commercial Code.
4498 (6) "Foreign limited liability limited partnership" means a foreign limited partnership
4499 whose general partners have limited liability for the debts, obligations, or other liabilities of the
4500 foreign limited partnership under a provision similar to Subsection 48-2e-404 (3).
4501 (7) "Foreign limited partnership" means an unincorporated entity formed under the law
4502 of a jurisdiction other than this state which would be a limited partnership if formed under the
4503 law of this state. The term includes a foreign limited liability limited partnership.
4504 (8) "General partner" means a person that:
4505 (a) has become a general partner under Section 48-2e-401 or was a general partner in a
4506 limited partnership when the limited partnership became subject to this chapter under Section
4507 48-2e-1205 ; and
4508 (b) has not dissociated as a general partner under Section 48-2e-603 .
4509 (9) "Jurisdiction," used to refer to a political entity, means the United States, a state, a
4510 foreign country, or a political subdivision of a foreign country.
4511 (10) "Jurisdiction of formation" means, with respect to an entity, the jurisdiction:
4512 (a) under whose law the entity is formed; or
4513 (b) in the case of a limited liability partnership or foreign limited liability partnership,
4514 in which the partnership's statement of qualification is filed.
4515 (11) "Limited liability limited partnership," except in the phrase "foreign limited
4516 liability limited partnership," means a limited partnership whose certificate of limited
4517 partnership states that the partnership is a limited liability limited partnership.
4518 (12) "Limited partner" means a person that:
4519 (a) has become a limited partner under Section 48-2e-301 or was a limited partner in a
4520 limited partnership when the limited partnership became subject to this chapter under Section
4521 48-2e-1205 ; and
4522 (b) has not dissociated under Section 48-2e-601 .
4523 (13) "Limited partnership" means an entity formed under this chapter or which
4524 becomes subject to this chapter under Part 11, Merger, Interest Exchange, Conversion, and
4525 Domestication, or Section 48-2e-1205 . The term includes a limited liability limited
4526 partnership.
4527 (14) "Partner" means a limited partner or general partner.
4528 (15) "Partnership agreement" means the agreement, whether or not referred to as a
4529 partnership agreement, and whether oral, implied, in a record, or in any combination thereof, of
4530 all the partners of a limited partnership concerning the matters described in Subsection
4531 48-2e-112 (1). The term includes the agreement as amended or restated.
4532 (16) "Person" means an individual, business corporation, nonprofit corporation,
4533 partnership, limited partnership, limited liability company, limited cooperative association,
4534 unincorporated nonprofit association, statutory trust, business trust, common-law business
4535 trust, estate, trust, association, joint venture, public corporation, government or governmental
4536 subdivision, agency, or instrumentality, or any other legal or commercial entity.
4537 (17) "Principal office" means the principal executive office of a limited partnership or
4538 foreign limited partnership, whether or not the office is located in this state.
4539 (18) "Property" means all property, whether real, personal, or mixed or tangible or
4540 intangible, or any right or interest therein.
4541 (19) "Record," used as a noun, means information that is inscribed on a tangible
4542 medium or that is stored in an electronic or other medium and is retrievable in perceivable
4543 form.
4544 (20) "Registered agent" means an agent of a limited partnership or foreign limited
4545 partnership which is authorized to receive service of any process, notice, or demand required or
4546 permitted by law to be served on the limited partnership.
4547 (21) "Registered foreign limited partnership" means a foreign limited partnership that
4548 is registered to do business in this state pursuant to a statement of registration filed by the
4549 division.
4550 (22) "Required information" means the information that a limited partnership is
4551 required to maintain under Section 48-2e-115 .
4552 (23) "Sign" means, with present intent to authenticate or adopt a record:
4553 (a) to execute or adopt a tangible symbol; or
4554 (b) to attach to or logically associate with the record an electronic symbol, sound, or
4555 process.
4556 (24) "State" means a state of the United States, the District of Columbia, Puerto Rico,
4557 the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction
4558 of the United States.
4559 (25) "Transfer" includes:
4560 (a) an assignment;
4561 (b) a conveyance;
4562 (c) a sale;
4563 (d) a lease;
4564 (e) an encumbrance, including a mortgage or security interest;
4565 (f) a gift; and
4566 (g) a transfer by operation of law.
4567 (26) "Transferable interest" means the right, as initially owned by a person in the
4568 person's capacity as a partner, to receive distributions from a limited partnership in accordance
4569 with the partnership agreement, whether or not the person remains a partner or continues to
4570 own any part of the right. The term applies to any fraction of the interest, by whomever owned.
4571 (27) "Transferee" means a person to which all or part of a transferable interest has been
4572 transferred, whether or not the transferor is a partner. The term includes a person that owns a
4573 transferable interest under Subsection 48-2e-602 (1)(c) or 48-2e-605 (1)(d).
4574 (28) "Tribal limited partnership" means a limited partnership:
4575 (a) formed under the law of a tribe; and
4576 (b) that is at least 51% owned or controlled by the tribe under whose law the limited
4577 partnership is formed.
4578 (29) "Tribe" means a tribe, band, nation, pueblo, or other organized group or
4579 community of Indians, including an Alaska Native village, that is legally recognized as eligible
4580 for and is consistent with a special program, service, or entitlement provided by the United
4581 States to Indians because of their status as Indians.
4582 Section 150. Section 48-2e-103 is enacted to read:
4583 48-2e-103. Knowledge -- Notice.
4584 (1) A person knows a fact if the person:
4585 (a) has actual knowledge of it; or
4586 (b) is deemed to know it under law other than this chapter.
4587 (2) A person has notice of a fact if the person:
4588 (a) has reason to know the fact from all of the facts known to the person at the time in
4589 question; or
4590 (b) is deemed to have notice of the fact under Subsection (3) or (4).
4591 (3) A certificate of limited partnership on file in the office of the division is notice that
4592 the partnership is a limited partnership and the persons designated in the certificate as general
4593 partners are general partners. Except as otherwise provided in Subsection (4), the certificate is
4594 not notice of any other fact.
4595 (4) A person not a partner is deemed to have notice of:
4596 (a) another person's dissociation as a general partner 90 days after the effective date of
4597 an amendment to the certificate of limited partnership which states that the other person has
4598 dissociated or 90 days after the effective date of a statement of dissociation pertaining to the
4599 other person, whichever occurs first;
4600 (b) a limited partnership's:
4601 (i) dissolution 90 days after an amendment to the certificate of limited partnership
4602 stating that the limited partnership becomes effective;
4603 (ii) termination 90 days after a statement of termination under Subsection
4604 48-2e-802 (2)(b)(vi) becomes effective;
4605 (iii) participation in a merger, interest exchange, conversion, or domestication 90 days
4606 after a statement of merger, interest exchange, conversion, or domestication under Part 11,
4607 Merger, Interest Exchange, Conversion, and Domestication, becomes effective; and
4608 (iv) abandonment of a merger, interest exchange, conversion, or domestication 90 days
4609 after a statement of abandonment of merger, interest exchange, conversion, or domestication
4610 under Part 11, Merger, Interest Exchange, Conversion, and Domestication, becomes effective.
4611 (5) Subject to Subsection 48-2e-209 (6), a person notifies another person of a fact by
4612 taking steps reasonably required to inform the other person in ordinary course, whether or not
4613 those steps cause the other person to know the fact.
4614 (6) A general partner's knowledge or notice of a fact relating to the limited partnership
4615 is effective immediately as knowledge of or notice to the limited partnership, except in the case
4616 of a fraud on the limited partnership committed by or with the consent of the general partner.
4617 A limited partner's knowledge or notice of a fact relating to the limited partnership is not
4618 effective as knowledge of or notice to the limited partnership.
4619 Section 151. Section 48-2e-104 is enacted to read:
4620 48-2e-104. Nature, purpose, and duration of limited partnership.
4621 (1) A limited partnership is an entity distinct from its partners. A limited partnership is
4622 the same entity regardless of whether its certificate states that the limited partnership is a
4623 limited liability limited partnership.
4624 (2) A limited partnership may have any lawful purpose, regardless of whether for
4625 profit.
4626 (3) A limited partnership has perpetual duration.
4627 Section 152. Section 48-2e-105 is enacted to read:
4628 48-2e-105. Powers.
4629 A limited partnership has the capacity to sue and be sued in its own name and the power
4630 to do all things necessary or convenient to carry on its activities and affairs.
4631 Section 153. Section 48-2e-106 is enacted to read:
4632 48-2e-106. Governing law.
4633 The law of this state governs:
4634 (1) the internal affairs of a limited partnership; and
4635 (2) the liability of a partner as partner for the debts, obligations, or other liabilities of a
4636 limited partnership.
4637 Section 154. Section 48-2e-107 is enacted to read:
4638 48-2e-107. Supplemental principles of law.
4639 Unless displaced by particular provisions of this chapter, the principles of law and
4640 equity supplement this chapter.
4641 Section 155. Section 48-2e-108 is enacted to read:
4642 48-2e-108. Permitted names.
4643 (1) The name of a limited partnership may contain the name of any partner.
4644 (2) The name of a limited partnership that is not a limited liability limited partnership
4645 must contain the words "limited partnership" or the abbreviation "L.P."or "LP" and may not
4646 contain the words "limited liability limited partnership" or the abbreviation "L.L.L.P." or
4647 "LLLP".
4648 (3) The name of a limited liability limited partnership must contain the words "limited
4649 liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and must not contain the
4650 abbreviation "L.P."or "LP".
4651 (4) Except as otherwise provided in Subsection (7), the name of a limited partnership,
4652 and the name under which a foreign limited partnership may register to do business in this
4653 state, must be distinguishable on the records of the division from:
4654 (a) the name of an existing person whose formation required the filing of a record by
4655 the division;
4656 (b) the name of a limited liability partnership;
4657 (c) the name of a person that is registered to do business in this state by the filing of a
4658 record by the division;
4659 (d) each name reserved under Section 48-2e-109 or other law of this state providing for
4660 the reservation of a name by the filing of a record by the division;
4661 (e) each name registered under Section 48-2e-110 or other law of this state providing
4662 for the registration of a name by the filing of a record by the division; or
4663 (f) an assumed name registered under Title 42, Chapter 2, Conducting Business Under
4664 Assumed Name.
4665 (5) If a person consents in a record to the use of its name and submits an undertaking in
4666 a form satisfactory to the division to change its name to a name that is distinguishable on the
4667 records of the division from any name in any category of names in Subsection (4), the name of
4668 the consenting person may be used by the person to which the consent was given.
4669 (6) Except as otherwise provided in Subsection (7), in determining whether a name is
4670 the same as or not distinguishable on the records of the division from the name of another
4671 entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation",
4672 "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional
4673 association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited
4674 liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",
4675 "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited
4676 liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC",
4677 "L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken
4678 into account.
4679 (7) A person may consent in a record to the use of a name that is not distinguishable on
4680 the records of the division from its name except for the addition of a word, phrase, or
4681 abbreviation indicating the type of person as provided in Subsection (6). In such a case, the
4682 person need not change its name pursuant to Subsection (5).
4683 (8) The division may not approve for filing a name that implies that a limited
4684 partnership is an agency of this state or any of its political subdivisions, if it is not actually such
4685 a legally established agency or subdivision.
4686 (9) The authorization to file a certificate under or to reserve or register a limited
4687 partnership name as granted by the division does not:
4688 (a) abrogate or limit the law governing unfair competition or unfair trade practices;
4689 (b) derogate from the common law, the principles of equity, or the statutes of this state
4690 or of the United States with respect to the right to acquire and protect names and trademarks; or
4691 (c) create an exclusive right in geographic or generic terms contained within a name.
4692 (10) The name of a limited partnership or foreign limited partnership may not contain:
4693 (a) the words:
4694 (i) "association";
4695 (ii) "corporation";
4696 (iii) "incorporated";
4697 (iv) "limited liability company"; or
4698 (v) "limited company";
4699 (b) any word or abbreviation that is of like import to the words listed in Subsection
4700 (10)(a);
4701 (c) without the written consent of the United States Olympic Committee, the words:
4702 (i) "Olympic";
4703 (ii) "Olympiad"; or
4704 (iii) "Citius Altius Fortius"; and
4705 (d) without the written consent of the Division of Consumer Protection issued in
4706 accordance with Section 13-34-114 the words:
4707 (i) "university";
4708 (ii) "college"; or
4709 (iii) "institute" or "institution".
4710 Section 156. Section 48-2e-109 is enacted to read:
4711 48-2e-109. Reservation of name.
4712 (1) A person may reserve the exclusive use of a name that complies with Section
4713 48-2e-108 by delivering an application to the division for filing. The application must state the
4714 name and address of the applicant and the name to be reserved. If the division finds that the
4715 name is available, the division shall reserve the name for the applicant's exclusive use for 120
4716 days.
4717 (2) The owner of a reserved name may transfer the reservation to another person by
4718 delivering to the division a signed notice in a record of the transfer which states the name and
4719 address of the transferee.
4720 Section 157. Section 48-2e-110 is enacted to read:
4721 48-2e-110. Registration of name.
4722 (1) A foreign limited partnership not registered to do business in this state under Part 9,
4723 Foreign Limited Partnerships, may register its name, or an alternate name adopted pursuant to
4724 Section 48-2e-906 , if the name is distinguishable on the records of the division from the names
4725 that are not available under Section 48-2e-108 .
4726 (2) To register its name or an alternate name adopted pursuant to Section 48-2e-906 , a
4727 foreign limited partnership must deliver to the division for filing an application stating the
4728 foreign limited partnership's name, the jurisdiction and date of its formation, and any alternate
4729 name adopted pursuant to Section 48-2e-906 . If the division finds that the name applied for is
4730 available, the division shall register the name for the applicant's exclusive use.
4731 (3) The registration of a name under this section is effective for one year after the date
4732 of registration.
4733 (4) A foreign limited partnership whose name registration is effective may renew the
4734 registration for successive one-year periods by delivering, not earlier than three months before
4735 the expiration of the registration, to the division for filing a renewal application that complies
4736 with this section. When filed, the renewal application renews the registration for a succeeding
4737 one-year period.
4738 (5) A foreign limited partnership whose name registration is effective may register as a
4739 foreign limited partnership under the registered name or consent in a signed record to the use of
4740 that name by another person that is not an individual.
4741 Section 158. Section 48-2e-111 is enacted to read:
4742 48-2e-111. Registered agent.
4743 (1) Each limited partnership and each registered foreign limited partnership shall
4744 designate in accordance with Section 16-17-203 (1) and maintain a registered agent in this state.
4745 (2) A limited partnership or registered foreign limited partnership may change its
4746 registered agent or the address of its registered agent by filing with the division a statement of
4747 change in accordance with Section 16-17-206 .
4748 Section 159. Section 48-2e-112 is enacted to read:
4749 48-2e-112. Partnership agreement -- Scope, function, and limitations.
4750 (1) Except as otherwise provided in Subsections (3) and (4), the partnership agreement
4751 governs:
4752 (a) relations among the partners as partners and between the partners and the limited
4753 partnership;
4754 (b) the activities and affairs of the limited partnership and the conduct of those
4755 activities and affairs; and
4756 (c) the means and conditions for amending the partnership agreement.
4757 (2) To the extent the partnership agreement does not provide for a matter described in
4758 Subsection (1), this chapter governs the matter.
4759 (3) A partnership agreement may not:
4760 (a) vary a limited partnership's capacity under Section 48-2e-105 to sue and be sued in
4761 its own name;
4762 (b) vary the law applicable under Section 48-2e-106 ;
4763 (c) vary any requirement, procedure, or other provision of this chapter pertaining to:
4764 (i) registered agents; or
4765 (ii) the division, including provisions pertaining to records authorized or required to be
4766 delivered to the division for filing under this chapter;
4767 (d) vary the provisions of Section 48-2e-204 ;
4768 (e) vary the right of a general partner under Subsection 48-2e-406 (2)(b) to vote on or
4769 consent to an amendment to the certificate of limited partnership which deletes a statement that
4770 the limited partnership is a limited liability limited partnership;
4771 (f) eliminate the duty of loyalty or the duty of care except as otherwise provided in
4772 Subsection (4);
4773 (g) eliminate the contractual obligation of good faith and fair dealing under
4774 Subsections 48-2e-305 (1) and 48-2e-409 (4), but the partnership agreement may prescribe the
4775 standards, if not unconscionable or against public policy, by which the performance of the
4776 obligation is to be measured;
4777 (h) relieve or exonerate a person from liability for conduct involving bad faith, willful
4778 misconduct, or recklessness;
4779 (i) vary the information required under Section 48-2e-115 or unreasonably restrict the
4780 duties and rights under Section 48-2e-304 or 48-2e-407 , but the partnership agreement may
4781 impose reasonable restrictions on the availability and use of information obtained under those
4782 sections and may define appropriate remedies, including liquidated damages, for a breach of
4783 any reasonable restriction on use;
4784 (j) vary the power of a person to dissociate as a general partner under Subsection
4785 48-2e-604 (1) except to require that the notice under Subsection 48-2e-603 (1) be in a record;
4786 (k) vary the causes of dissolution specified in Subsection 48-2e-801 (1)(f);
4787 (l) vary the requirement to wind up the limited partnership's activities and affairs as
4788 specified in Subsections 48-2e-802 (1), (2)(a), and (4);
4789 (m) unreasonably restrict the right of a partner to maintain an action under Part 10,
4790 Actions by Partners;
4791 (n) vary the provisions of Section 48-2e-1005 , but the partnership agreement may
4792 provide that the limited partnership may not have a special litigation committee;
4793 (o) vary the right of a partner to approve a merger, interest exchange, conversion, or
4794 domestication under Subsection 48-2e-1123 (1)(b), 48-2e-1133 (1)(b), 48-2e-1143 (1)(b), or
4795 48-2e-1153 (1)(b); or
4796 (p) except as otherwise provided in Section 48-2e-113 and Subsection 48-2e-114 (2),
4797 restrict the rights under this chapter of a person other than a partner.
4798 (4) Subject to Subsection (3)(h), without limiting other terms that may be included in a
4799 partnership agreement, the following rules apply:
4800 (a) The partnership agreement may specify the method by which a specific act or
4801 transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one
4802 or more disinterested and independent persons after full disclosure of all material facts.
4803 (b) If not unconscionable or against public policy, the partnership agreement may:
4804 (i) alter or eliminate the aspects of the duty of loyalty stated in Subsection
4805 48-2e-409 (2);
4806 (ii) identify specific types or categories of activities that do not violate the duty of
4807 loyalty;
4808 (iii) alter the duty of care, but may not authorize intentional misconduct or knowing
4809 violation of law; and
4810 (iv) alter or eliminate any other fiduciary duty.
4811 (5) The court shall decide as a matter of law whether a term of a partnership agreement
4812 is unconscionable or against public policy under Subsection (3)(g) or (4)(b). The court:
4813 (a) shall make its determination as of the time the challenged term became part of the
4814 partnership agreement and by considering only circumstances existing at that time; and
4815 (b) may invalidate the term only if, in light of the purposes, activities, and affairs of the
4816 limited partnership, it is readily apparent that:
4817 (i) the objective of the term is unconscionable or against public policy; or
4818 (ii) the means to achieve the term's objective is unconscionable or against public
4819 policy.
4820 Section 160. Section 48-2e-113 is enacted to read:
4821 48-2e-113. Partnership agreement -- Effect on limited partnership and person
4822 becoming partner -- Preformation agreement.
4823 (1) A limited partnership is bound by and may enforce the partnership agreement,
4824 whether or not the limited partnership has itself manifested assent to the partnership agreement.
4825 (2) A person that becomes a partner of a limited partnership is deemed to assent to the
4826 partnership agreement.
4827 (3) Two or more persons intending to become the initial partners of a limited
4828 partnership may make an agreement providing that upon the formation of the limited
4829 partnership the agreement will become the limited partnership agreement.
4830 Section 161. Section 48-2e-114 is enacted to read:
4831 48-2e-114. Partnership agreement -- Effect on third parties and relationship to
4832 records effective on behalf of limited partnership.
4833 (1) A partnership agreement may specify that its amendment requires the approval of a
4834 person that is not a party to the partnership agreement or the satisfaction of a condition. An
4835 amendment is ineffective if its adoption does not include the required approval or satisfy the
4836 specified condition.
4837 (2) The obligations of a limited partnership and its partners to a person in the person's
4838 capacity as a transferee or person dissociated as a partner are governed by the partnership
4839 agreement. Subject only to a court order issued under Subsection 48-2e-703 (2)(b) to effectuate
4840 a charging order, an amendment to the partnership agreement made after a person becomes a
4841 transferee or is dissociated as a partner:
4842 (a) is effective with regard to any debt, obligation, or other liability of the limited
4843 partnership or its partners to the person in the person's capacity as a transferee or person
4844 dissociated as a partner; and
4845 (b) is not effective to the extent the amendment imposes a new debt, obligation, or
4846 other liability on the transferee or person dissociated as a partner.
4847 (3) If a record delivered by a limited partnership to the division for filing becomes
4848 effective and contains a provision that would be ineffective under Subsection 48-2e-112 (3) or
4849 (4)(b) if contained in the partnership agreement, the provision is ineffective in the record.
4850 (4) Subject to Subsection (3), if a record delivered by a limited partnership to the
4851 division for filing becomes effective and conflicts with a provision of the partnership
4852 agreement:
4853 (a) the partnership agreement prevails as to partners, persons dissociated as partners,
4854 and transferees; and
4855 (b) the record prevails as to other persons to the extent they reasonably rely on the
4856 record.
4857 Section 162. Section 48-2e-115 is enacted to read:
4858 48-2e-115. Required information.
4859 A limited partnership shall maintain at its principal office the following information:
4860 (1) a current list showing the full name and last known street and mailing address of
4861 each partner, separately identifying the general partners, in alphabetical order, and the limited
4862 partners, in alphabetical order;
4863 (2) a copy of the initial certificate of limited partnership and all amendments to and
4864 restatements of the certificate, together with signed copies of any powers of attorney under
4865 which any certificate, amendment, or restatement has been signed;
4866 (3) a copy of any filed statement of merger, interest exchange, conversion, or
4867 domestication;
4868 (4) a copy of the limited partnership's federal, state, and local income tax returns and
4869 reports, if any, for the three most recent years;
4870 (5) a copy of any partnership agreement made in a record and any amendment made in
4871 a record to any partnership agreement;
4872 (6) a copy of any financial statement of the limited partnership for the three most recent
4873 years;
4874 (7) a copy of the three most recent annual reports delivered by the limited partnership
4875 to the division pursuant to Section 48-2e-212 ;
4876 (8) a copy of any record made by the limited partnership during the past three years of
4877 any consent given by or vote taken of any partner pursuant to this chapter or the partnership
4878 agreement; and
4879 (9) unless contained in a partnership agreement made in a record, a record stating:
4880 (a) a description and statement of the agreed value of contributions other than money
4881 made and agreed to be made by each partner;
4882 (b) the times at which, or events on the happening of which, any additional
4883 contributions agreed to be made by each partner are to be made;
4884 (c) for any person that is both a general partner and a limited partner, a specification of
4885 what transferable interest the person owns in each capacity; and
4886 (d) any events upon the happening of which the limited partnership is to be dissolved
4887 and its activities and affairs wound up.
4888 Section 163. Section 48-2e-116 is enacted to read:
4889 48-2e-116. Dual capacity.
4890 A person may be both a general partner and a limited partner. A person that is both a
4891 general and limited partner has the rights, powers, duties, and obligations provided by this
4892 chapter and the partnership agreement in each of those capacities. When the person acts as a
4893 general partner, the person is subject to the obligations, duties, and restrictions under this
4894 chapter and the partnership agreement for general partners. When the person acts as a limited
4895 partner, the person is subject to the obligations, duties, and restrictions under this chapter and
4896 the partnership agreement for limited partners.
4897 Section 164. Section 48-2e-117 is enacted to read:
4898 48-2e-117. Delivery of record.
4899 (1) Except as otherwise provided in this chapter, permissible means of delivery of a
4900 record include delivery by hand, the United States Postal Service, a commercial delivery
4901 service, and electronic transmission.
4902 (2) Delivery to the division is effective only when a record is received by the division.
4903 Section 165. Section 48-2e-118 is enacted to read:
4904 48-2e-118. Reservation of power to amend or repeal.
4905 The Legislature of this state has power to amend or repeal all or part of this chapter at
4906 any time, and all domestic and foreign limited partnerships subject to this chapter are governed
4907 by the amendment or repeal.
4908 Section 166. Section 48-2e-201 is enacted to read:
4909
4910 48-2e-201. Formation of limited partnership -- Certificate of limited partnership.
4911 (1) To form a limited partnership, a person must deliver a certificate of limited
4912 partnership to the division for filing.
4913 (2) The certificate of limited partnership must state:
4914 (a) the name of the limited partnership, which must comply with Section 48-2e-108 ;
4915 (b) the street and mailing address of the limited partnership's principal office;
4916 (c) the information required by Subsection 16-17-203 (1);
4917 (d) the name and the street and mailing addresses of each general partner; and
4918 (e) whether the limited partnership is a limited liability limited partnership.
4919 (3) A certificate of limited partnership may contain statements as to matters other than
4920 those required by Subsection (2), but may not vary or otherwise affect the provisions specified
4921 in Subsection 48-2e-112 (3) in a manner inconsistent with that Subsection (2).
4922 (4) A limited partnership is formed when:
4923 (a) the certificate of limited partnership has become effective;
4924 (b) at least two persons have become partners;
4925 (c) at least one person has become a general partner; and
4926 (d) at least one person has become a limited partner.
4927 Section 167. Section 48-2e-202 is enacted to read:
4928 48-2e-202. Amendment of restatement of certificate of limited partnership.
4929 (1) A certificate of limited partnership may be amended or restated at any time.
4930 (2) To amend its certificate of limited partnership, a limited partnership must deliver to
4931 the division for filing an amendment stating:
4932 (a) the name of the limited partnership;
4933 (b) the date of filing of its initial certificate of limited partnership; and
4934 (c) the changes the amendment makes to the certificate of limited partnership as most
4935 recently amended or restated.
4936 (3) To restate its certificate of limited partnership, a limited partnership must deliver to
4937 the division for filing a restatement designated as such in its heading.
4938 (4) A limited partnership shall promptly deliver to the division for filing an amendment
4939 to a certificate of limited partnership to reflect:
4940 (a) the admission of a new general partner;
4941 (b) the dissociation of a person as a general partner; or
4942 (c) the appointment of a person to wind up the limited partnership's activities and
4943 affairs under Subsection 48-2e-802 (3) or (4).
4944 (5) If a general partner knows that any information in a filed certificate of limited
4945 partnership was inaccurate when the certificate of limited partnership was filed or has become
4946 inaccurate due to changed circumstances, the general partner shall promptly:
4947 (a) cause the certificate of limited partnership to be amended; or
4948 (b) if appropriate, deliver to the division for filing a statement of change under Section
4949 16-17-206 or a statement of correction under Section 48-2e-208 .
4950 Section 168. Section 48-2e-203 is enacted to read:
4951 48-2e-203. Signing of records to be delivered for filing to division.
4952 (1) A record delivered to the division for filing pursuant to this chapter must be signed
4953 as follows:
4954 (a) An initial certificate of limited partnership must be signed by all general partners
4955 listed in the certificate of limited partnership.
4956 (b) An amendment to the certificate of limited partnership adding or deleting a
4957 statement that the limited partnership is a limited liability limited partnership must be signed by
4958 all general partners listed in the certificate of limited partnership.
4959 (c) An amendment to the certificate of limited partnership designating as general
4960 partner a person admitted under Subsection 48-2e-801 (1)(c)(ii) following the dissociation of a
4961 limited partnership's last general partner must be signed by that person.
4962 (d) An amendment to the certificate of limited partnership required by Subsection
4963 48-2e-802 (3) following the appointment of a person to wind up the dissolved limited
4964 partnership's activities and affairs must be signed by that person.
4965 (e) Any other amendment to the certificate of limited partnership must be signed by:
4966 (i) at least one general partner listed in the certificate of limited partnership;
4967 (ii) each other person designated in the amendment as a new general partner; and
4968 (iii) each person that the amendment indicates has dissociated as a general partner,
4969 unless:
4970 (A) the person is deceased or a guardian or general conservator has been appointed for
4971 the person and the amendment so states; or
4972 (B) the person has previously delivered to the division for filing a statement of
4973 dissociation.
4974 (f) A restated certificate of limited partnership must be signed by at least one general
4975 partner listed in the certificate of limited partnership, and, to the extent the restated certificate
4976 of limited partnership effects a change under any other subsection of this section, the certificate
4977 of limited partnership must be signed in a manner that satisfies that subsection.
4978 (g) A statement of termination must be signed by all general partners listed in the
4979 certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no
4980 general partners, by the person appointed pursuant to Subsection 48-2e-802 (3) or (4) to wind
4981 up the dissolved limited partnership's activities and affairs.
4982 (h) Any other record delivered by a limited partnership to the division for filing must
4983 be signed by at least one general partner listed in the certificate of limited partnership.
4984 (i) A statement by a person pursuant to Subsection 48-2e-605 (1)(c) stating that the
4985 person has dissociated as a general partner must be signed by that person.
4986 (j) A statement of negation by a person pursuant to Subsection 48-2e-306 (1)(b) must
4987 be signed by that person.
4988 (k) A record delivered on behalf of a foreign limited partnership to the division for
4989 filing must be signed by at least one general partner of the foreign limited partnership.
4990 (l) Any other record delivered on behalf of any person to the division for filing must be
4991 signed by that person.
4992 (2) Any record filed under this chapter may be signed by an agent. Whenever this
4993 chapter requires a particular individual to sign a record and the individual is deceased or
4994 incompetent, the record may be signed by a legal representative of the individual.
4995 (3) A person that signs a record as an agent or legal representative thereby affirms as a
4996 fact that the person is authorized to sign the record.
4997 Section 169. Section 48-2e-204 is enacted to read:
4998 48-2e-204. Signing and filing pursuant to judicial order.
4999 (1) If a person required by this chapter to sign a record or deliver a record to the
5000 division for filing under this chapter does not do so, any other person that is aggrieved may
5001 petition the district court to order:
5002 (a) the person to sign the record;
5003 (b) the person to deliver the record to the division for filing; or
5004 (c) the division to file the record unsigned.
5005 (2) If the petitioner under Subsection (1) is not the limited partnership or foreign
5006 limited partnership to which the record pertains, the petitioner shall make the limited
5007 partnership or foreign limited partnership a party to the action.
5008 (3) A record filed under Subsection (1)(c) is effective without being signed.
5009 Section 170. Section 48-2e-205 is enacted to read:
5010 48-2e-205. Filing requirements.
5011 (1) To be filed by the division pursuant to this chapter, a record must be received by
5012 the division, comply with this chapter, and satisfy the following:
5013 (a) The filing of the record must be required or permitted by this chapter.
5014 (b) The record must be physically delivered in written form unless and to the extent the
5015 division permits electronic delivery of records.
5016 (c) The words in the record must be in English, and numbers must be in Arabic or
5017 Roman numerals, but the name of an entity need not be in English if written in English letters
5018 or Arabic or Roman numerals.
5019 (d) The record must be signed by a person authorized under this chapter to sign the
5020 record.
5021 (e) The record must state the name and capacity, if any, of each individual who signed
5022 it, either on behalf of the individual or the person authorized or required to sign the record, but
5023 need not contain a seal, attestation, acknowledgment, or verification.
5024 (2) If law other than this chapter prohibits the disclosure by the division of information
5025 contained in a record delivered to the division for filing, the division shall accept the record if
5026 the record otherwise complies with this chapter but the division may redact the information.
5027 (3) When a record is delivered to the division for filing, any fee required under this
5028 chapter and any fee, tax, interest, or penalty required to be paid under this chapter, or law other
5029 than this chapter, must be paid in a manner permitted by the division or by that law.
5030 (4) The division may require that a record delivered in written form be accompanied by
5031 an identical or conformed copy.
5032 Section 171. Section 48-2e-206 is enacted to read:
5033 48-2e-206. Effective time and date.
5034 Except as otherwise provided in Section 48-2e-207 and subject to Subsection
5035 48-2e-208 (4), a record filed under this chapter is effective:
5036 (1) on the date and at the time of its filing by the division, as provided in Section
5037 48-2e-209 ;
5038 (2) on the date of filing and at the time specified in the record as its effective time, if
5039 later than the time under Subsection (1);
5040 (3) at a specified delayed effective time and date, which may not be more than 90 days
5041 after the date of filing; or
5042 (4) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the
5043 date specified, which may not be more than 90 days after the date of filing.
5044 Section 172. Section 48-2e-207 is enacted to read:
5045 48-2e-207. Withdrawal of filed record before effectiveness.
5046 (1) Except as otherwise provided in Sections 48-2e-1124 , 48-2e-1134 , 48-2e-1144 , and
5047 48-2e-1154 , a record delivered to the division for filing may be withdrawn before it takes effect
5048 by delivering to the division for filing a statement of withdrawal.
5049 (2) A statement of withdrawal must:
5050 (a) be signed by each person that signed the record being withdrawn, except as
5051 otherwise agreed by those persons;
5052 (b) identify the record to be withdrawn; and
5053 (c) if signed by fewer than all the persons that signed the record being withdrawn, state
5054 that the record is withdrawn in accordance with the agreement of all the persons that signed the
5055 record.
5056 (3) On filing by the division of a statement of withdrawal, the action or transaction
5057 evidenced by the original record does not take effect.
5058 Section 173. Section 48-2e-208 is enacted to read:
5059 48-2e-208. Correcting filed record.
5060 (1) A person on whose behalf a filed record was delivered to the division for filing may
5061 correct the record if:
5062 (a) the record at the time of filing was inaccurate;
5063 (b) the record was defectively signed; or
5064 (c) the electronic transmission of the record to the division was defective.
5065 (2) To correct a filed record, a person on whose behalf the record was delivered to the
5066 division must deliver to the division for filing a statement of correction.
5067 (3) A statement of correction:
5068 (a) may not state a delayed effective date;
5069 (b) must be signed by the person correcting the filed record;
5070 (c) must identify the filed record to be corrected;
5071 (d) must specify the inaccuracy or defect to be corrected; and
5072 (e) must correct the inaccuracy or defect.
5073 (4) A statement of correction is effective as of the effective date of the filed record that
5074 it corrects except for purposes of Subsection 48-2e-103 (4) and as to persons relying on the
5075 uncorrected filed record and adversely affected by the correction. For those purposes and as to
5076 those persons, the statement of correction is effective when filed.
5077 Section 174. Section 48-2e-209 is enacted to read:
5078 48-2e-209. Duty of division to file -- Review of refusal to file -- Transmission of
5079 information by the division.
5080 (1) The division shall file a record delivered to the division for filing which satisfies
5081 this chapter. The duty of the division under this section is ministerial.
5082 (2) When the division files a record, the division shall record it as filed on the date and
5083 at the time of its delivery. After filing a record, the division shall deliver to the person that
5084 submitted the record a copy of the record with an acknowledgment of the date and time of
5085 filing.
5086 (3) If the division refuses to file a record, the division, not later than 15 business days
5087 after the record is delivered, shall:
5088 (a) return the record or notify the person that submitted the record of the refusal; and
5089 (b) provide a brief explanation in a record of the reason for the refusal.
5090 (4) If the division refuses to file a record, the person that submitted the record may
5091 petition the district court to compel filing of the record. The record and the explanation of the
5092 division of the refusal to file must be attached to the petition. The court may decide the matter
5093 in a summary proceeding.
5094 (5) The filing of or refusal to file a record does not create a presumption that the
5095 information contained in the filing is correct or incorrect.
5096 (6) Except as otherwise provided by Section 16-17-301 or by law other than this
5097 chapter, the division may deliver any record to a person by delivering it:
5098 (a) in person to the person that submitted it;
5099 (b) to the address of the person's registered agent;
5100 (c) to the principal office of the person; or
5101 (d) to another address the person provides to the division for delivery.
5102 Section 175. Section 48-2e-210 is enacted to read:
5103 48-2e-210. Liability for inaccurate information in filed record.
5104 (1) If a record delivered to the division for filing under this chapter and filed by the
5105 division contains inaccurate information, a person that suffers loss by reliance on the
5106 information may recover damages for the loss from:
5107 (a) a person that signed the record, or caused another to sign it on the person's behalf,
5108 and knew the information to be inaccurate at the time the record was signed; and
5109 (b) a general partner if:
5110 (i) the record was delivered for filing on behalf of the limited partnership; and
5111 (ii) the general partner had notice of the inaccuracy for a reasonably sufficient time
5112 before the information was relied upon so that, before the reliance, the general partner
5113 reasonably could have:
5114 (A) effected an amendment under Section 48-2e-202 ;
5115 (B) filed a petition under Section 48-2e-204 ; or
5116 (C) delivered to the division for filing a statement of change under Section 16-17-206
5117 or a statement of correction under Section 48-2e-208 .
5118 (2) An individual who signs a record authorized or required to be filed under this
5119 chapter affirms under penalty of perjury that the information stated in the record is accurate.
5120 Section 176. Section 48-2e-211 is enacted to read:
5121 48-2e-211. Certificate of good standing or registration.
5122 (1) On request of any person, the division shall issue a certificate of good standing for a
5123 limited partnership or a certificate of registration for a registered foreign limited partnership.
5124 (2) A certificate under Subsection (1) must state:
5125 (a) the limited partnership's name or the registered foreign limited partnership's name
5126 used in this state;
5127 (b) in the case of a limited partnership:
5128 (i) that a certificate of limited partnership has been filed and has taken effect;
5129 (ii) the date the certificate of limited partnership became effective;
5130 (iii) the period of the limited partnership's duration if the records of the division reflect
5131 that its period of duration is less than perpetual; and
5132 (iv) that:
5133 (A) no statement of dissolution, statement of administrative dissolution, or statement of
5134 termination has been filed;
5135 (B) the records of the division do not otherwise reflect that the limited partnership has
5136 been dissolved or terminated; and
5137 (C) a proceeding is not pending under Section 48-2e-810 ;
5138 (c) in the case of a registered foreign limited partnership, that it is registered to do
5139 business in this state;
5140 (d) that all fees, taxes, interest, and penalties owed to this state by the limited
5141 partnership or the registered foreign limited partnership and collected through the division have
5142 been paid, if:
5143 (i) payment is reflected in the records of the division; and
5144 (ii) nonpayment affects the good standing or registration of the limited partnership or
5145 registered foreign limited partnership;
5146 (e) that the most recent annual report required by Section 48-2e-212 has been delivered
5147 to the division for filing; and
5148 (f) other facts reflected in the records of the division pertaining to the limited
5149 partnership or foreign limited partnership which the person requesting the certificate
5150 reasonably requests.
5151 (3) Subject to any qualification stated in the certificate, a certificate issued by the
5152 division under Subsection (1) may be relied upon as conclusive evidence of the facts stated in
5153 the certificate.
5154 Section 177. Section 48-2e-212 is enacted to read:
5155 48-2e-212. Annual report for division.
5156 (1) A limited partnership or a registered foreign limited partnership shall deliver to the
5157 division for filing an annual report that states:
5158 (a) the name of the limited partnership or foreign limited partnership;
5159 (b) the information required by Subsection 16-17-203 (1);
5160 (c) the street and mailing addresses of its principal office;
5161 (d) the name of at least one general partner; and
5162 (e) in the case of a foreign limited partnership, the jurisdiction whose law governs the
5163 foreign limited partnership's internal affairs and any alternate name adopted under Subsection
5164 48-2e-906 (1).
5165 (2) Information in the annual report must be current as of the date the report is signed
5166 by the limited partnership or registered foreign limited partnership.
5167 (3) A report must be delivered to the division for each year following the calendar year
5168 in which the limited partnership's certificate of limited partnership became effective or the
5169 registered foreign limited partnership registered to do business in this state:
5170 (a) in the case of a limited partnership, the annual report must be delivered to the
5171 division during the month in which is the anniversary date on which the limited partnership
5172 certificate of limited partnership became effective; and
5173 (b) in the case of a registered foreign limited partnership, the annual report must be
5174 delivered to the division during the month in which is the anniversary date on which the
5175 registered foreign limited partnership registered to do business in this state.
5176 (4) If an annual report does not contain the information required by this section, the
5177 division promptly shall notify the reporting limited partnership or registered foreign limited
5178 partnership in a record and return the report for correction.
5179 (5) If an annual report contains the name or address of a registered agent which differs
5180 from the information shown in the records of the division immediately before the annual report
5181 becomes effective, the differing information in the annual report is considered a statement of
5182 change under Section 16-17-206 .
5183 Section 178. Section 48-2e-301 is enacted to read:
5184
5185 48-2e-301. Becoming limited partners.
5186 (1) Upon formation of a limited partnership, a person becomes a limited partner as
5187 agreed among the persons that are to be the initial partners.
5188 (2) After formation, a person becomes a limited partner:
5189 (a) as provided in the partnership agreement;
5190 (b) as the result of a transaction effective under Part 11, Merger, Interest Exchange,
5191 Conversion, and Domestication;
5192 (c) with the affirmative vote or consent of all the partners; or
5193 (d) as provided in Subsection 48-2e-801 (1)(d) or (1)(e).
5194 (3) A person may become a partner without:
5195 (a) acquiring a transferable interest; or
5196 (b) making or being obligated to make a contribution to the limited partnership.
5197 Section 179. Section 48-2e-302 is enacted to read:
5198 48-2e-302. No agency power of limited partner as limited partner.
5199 (1) A limited partner is not an agent of a limited partnership solely by reason of being a
5200 limited partner.
5201 (2) A person's status as a limited partner does not prevent or restrict law other than this
5202 chapter from imposing liability on a limited partnership because of the person's conduct.
5203 Section 180. Section 48-2e-303 is enacted to read:
5204 48-2e-303. No liability as limited partner for limited partnership obligations.
5205 (1) A debt, obligation, or other liability of a limited partnership is not the debt,
5206 obligation, or other liability of a limited partner. A limited partner is not personally liable,
5207 directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other
5208 liability of the limited partnership solely by reason of being or acting as a limited partner, even
5209 if the limited partner participates in the management and control of the limited partnership.
5210 (2) The failure of a limited partnership to observe formalities relating to the exercise of
5211 its powers or management of its activities and affairs is not a ground for imposing liability on a
5212 limited partner for a debt, obligation, or other liability of the limited partnership.
5213 Section 181. Section 48-2e-304 is enacted to read:
5214 48-2e-304. Rights to information of limited partner and person dissociated as
5215 limited partner.
5216 (1) On 10 days' demand, made in a record received by the limited partnership, a limited
5217 partner may inspect and copy required information during regular business hours in the limited
5218 partnership's principal office. The limited partner need not have any particular purpose for
5219 seeking the information.
5220 (2) During regular business hours and at a reasonable location specified by the limited
5221 partnership, a limited partner may inspect and copy information regarding the activities, affairs,
5222 financial condition, and other circumstances of the limited partnership as is just and reasonable
5223 if:
5224 (a) the limited partner seeks the information for a purpose reasonably related to the
5225 partner's interest as a limited partner;
5226 (b) the limited partner makes a demand in a record received by the limited partnership,
5227 describing with reasonable particularity the information sought and the purpose for seeking the
5228 information; and
5229 (c) the information sought is directly connected to the limited partner's purpose.
5230 (3) Not later than 10 days after receiving a demand pursuant to Subsection (2), the
5231 limited partnership in a record shall inform the limited partner that made the demand of:
5232 (a) the information the limited partnership will provide in response to the demand and
5233 when and where the limited partnership will provide the information; and
5234 (b) the limited partnership's reasons for declining, if the limited partnership declines to
5235 provide any demanded information.
5236 (4) Whenever this chapter or a partnership agreement provides for a limited partner to
5237 vote on or give or withhold consent to a matter, before the vote is cast or consent is given or
5238 withheld, the limited partnership shall, without demand, provide the limited partner with all
5239 information that is known to the limited partnership and is material to the limited partner's
5240 decision.
5241 (5) Subject to Subsection (10), on 10 days' demand made in a record received by a
5242 limited partnership, a person dissociated as a limited partner may have access to information to
5243 which the person was entitled while a limited partner if:
5244 (a) the information pertains to the period during which the person was a limited
5245 partner;
5246 (b) the person seeks the information in good faith; and
5247 (c) the person satisfies the requirements imposed on a limited partner by Subsection
5248 (2).
5249 (6) The limited partnership shall respond to a demand made pursuant to Subsection (5)
5250 in the manner provided in Subsection (3).
5251 (7) A limited partnership may charge a person that makes a demand under this section
5252 reasonable costs of copying, limited to the costs of labor and material.
5253 (8) A limited partner or person dissociated as a limited partner may exercise the rights
5254 under this section through an agent or, in the case of an individual under legal disability, a legal
5255 representative. Any restriction or condition imposed by the partnership agreement or under
5256 Subsection (11) applies both to the agent or legal representative and to the limited partner or
5257 person dissociated as a limited partner.
5258 (9) Subject to Subsection (10), the rights under this section do not extend to a person as
5259 transferee.
5260 (10) If a limited partner dies, Section 48-2e-704 applies.
5261 (11) In addition to any restriction or condition stated in its partnership agreement, a
5262 limited partnership, as a matter within the ordinary course of its activities and affairs, may
5263 impose reasonable restrictions and conditions on access to and use of information to be
5264 furnished under this section, including designating information confidential and imposing
5265 nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the
5266 reasonableness of a restriction under this Subsection (11), the limited partnership has the
5267 burden of proving reasonableness.
5268 Section 182. Section 48-2e-305 is enacted to read:
5269 48-2e-305. Limited duties of limited partners.
5270 (1) A limited partner shall discharge any duties to the limited partnership and the other
5271 partners under the partnership agreement and exercise any rights under this chapter or the
5272 partnership agreement consistently with the contractual obligation of good faith and fair
5273 dealing.
5274 (2) Except as otherwise provided in Subsection (1), a limited partner does not have any
5275 duty to the limited partnership or to any other partner solely by reason of acting as a limited
5276 partner.
5277 (3) If a limited partner enters into a transaction with a limited partnership, the limited
5278 partner's rights and obligations arising from the transaction are the same as those of a person
5279 that is not a partner.
5280 Section 183. Section 48-2e-306 is enacted to read:
5281 48-2e-306. Person erroneously believing self to be limited partner.
5282 (1) Except as otherwise provided in Subsection (2), a person that makes an investment
5283 in a business enterprise and erroneously but in good faith believes that the person has become a
5284 limited partner in the enterprise is not liable for the enterprise's obligations by reason of making
5285 the investment, receiving distributions from the enterprise, or exercising any rights of or
5286 appropriate to a limited partner, if, on ascertaining the mistake, the person:
5287 (a) causes an appropriate certificate of limited partnership, amendment, or statement of
5288 correction to be signed and delivered to the division for filing; or
5289 (b) withdraws from future participation as an owner in the enterprise by signing and
5290 delivering to the division for filing a statement of negation under this section.
5291 (2) A person that makes an investment described in Subsection (1) is liable to the same
5292 extent as a general partner to any third party that enters into a transaction with the enterprise,
5293 believing in good faith that the person is a general partner, before the division files a statement
5294 of negation, certificate of limited partnership, amendment, or statement of correction to show
5295 that the person is not a general partner.
5296 (3) If a person makes a diligent effort in good faith to comply with Subsection (1)(a)
5297 and is unable to cause the appropriate certificate of limited partnership, amendment, or
5298 statement of correction to be signed and delivered to the division for filing, the person has the
5299 right to withdraw from the enterprise pursuant to Subsection (1)(b) even if the withdrawal
5300 would otherwise breach an agreement with others that are or have agreed to become co-owners
5301 of the enterprise.
5302 Section 184. Section 48-2e-401 is enacted to read:
5303
5304 48-2e-401. Becoming general partner.
5305 (1) A person becomes a general partner:
5306 (a) upon formation of a limited partnership, as agreed among the persons that are to be
5307 the initial partners; and
5308 (b) after formation:
5309 (i) as provided in the partnership agreement;
5310 (ii) under Subsection 48-2e-801 (1)(c)(ii) following the dissociation of a limited
5311 partnership's last general partner;
5312 (iii) as the result of a transaction effective under Part 11, Merger, Interest Exchange,
5313 Conversion, and Domestication; or
5314 (iv) with the affirmative vote or consent of all the partners.
5315 (2) A person may become a general partner without:
5316 (a) acquiring a transferable interest; or
5317 (b) making or being obligated to make a contribution to the limited partnership.
5318 Section 185. Section 48-2e-402 is enacted to read:
5319 48-2e-402. General partner agent of limited partnership.
5320 (1) Each general partner is an agent of the limited partnership for the purposes of its
5321 activities and affairs. An act of a general partner, including the signing of a record in the
5322 limited partnership's name, for apparently carrying on in the ordinary course the limited
5323 partnership's activities and affairs or activities and affairs of the kind carried on by the limited
5324 partnership binds the limited partnership, unless the general partner did not have authority to
5325 act for the limited partnership in the particular matter and the person with which the general
5326 partner was dealing knew or had notice that the general partner lacked authority.
5327 (2) An act of a general partner which is not apparently for carrying on in the ordinary
5328 course the limited partnership's activities and affairs or activities and affairs of the kind carried
5329 on by the limited partnership binds the limited partnership only if the act was actually
5330 authorized by all the other partners.
5331 Section 186. Section 48-2e-403 is enacted to read:
5332 48-2e-403. Limited partnership liable for general partner's actionable conduct.
5333 (1) A limited partnership is liable for loss or injury caused to a person, or for a penalty
5334 incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general
5335 partner acting in the ordinary course of activities and affairs of the limited partnership or with
5336 the actual or apparent authority of the limited partnership.
5337 (2) If, in the course of a limited partnership's activities and affairs or while acting with
5338 actual or apparent authority of the limited partnership, a general partner receives or causes the
5339 limited partnership to receive money or property of a person not a partner, and the money or
5340 property is misapplied by a general partner, the limited partnership is liable for the loss.
5341 Section 187. Section 48-2e-404 is enacted to read:
5342 48-2e-404. General partner's liability.
5343 (1) Except as otherwise provided in Subsections (2) and (3), all general partners are
5344 liable jointly and severally for all debts, obligations, and other liabilities of the limited
5345 partnership unless otherwise agreed by the claimant or provided by law.
5346 (2) A person that becomes a general partner of an existing limited partnership is not
5347 personally liable for a debt, obligation, or other liability of the limited partnership incurred
5348 before the person became a general partner.
5349 (3) A debt, obligation, or other liability of a limited partnership incurred while the
5350 limited partnership is a limited liability limited partnership is solely the debt, obligation, or
5351 other liability of the limited liability limited partnership. A general partner is not personally
5352 liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other
5353 liability of the limited liability limited partnership solely by reason of being or acting as a
5354 general partner. This Subsection (3) applies despite anything inconsistent in the partnership
5355 agreement that existed immediately before the vote or consent required to become a limited
5356 liability limited partnership under Subsection 48-2e-406 (2)(b).
5357 (4) The failure of a limited liability limited partnership to observe formalities relating
5358 to the exercise of its powers or management of its activities and affairs is not a ground for
5359 imposing liability on a general partner of the limited liability limited partnership for a debt,
5360 obligation, or liability of the limited partnership.
5361 (5) An amendment of a certificate of limited partnership which deletes a statement that
5362 the limited partnership is a limited liability limited partnership does not affect the limitation in
5363 this section on liability of a general partner for a debt, obligation, or other liability of the
5364 limited partnership incurred before the amendment became effective.
5365 Section 188. Section 48-2e-405 is enacted to read:
5366 48-2e-405. Actions by and against partnership and partners.
5367 (1) To the extent not inconsistent with Section 48-2e-404 , a general partner may be
5368 joined in an action against the limited partnership or named in a separate action.
5369 (2) A judgment against a limited partnership is not by itself a judgment against a
5370 general partner. A judgment against a limited partnership may not be satisfied from a general
5371 partner's assets unless there is also a judgment against the general partner.
5372 (3) A judgment creditor of a general partner may not levy execution against the assets
5373 of the general partner to satisfy a judgment based on a claim against the limited partnership,
5374 unless the general partner is personally liable for the claim under Section 48-2e-404 , and:
5375 (a) a judgment based on the same claim has been obtained against the limited
5376 partnership and a writ of execution on the judgment has been returned unsatisfied in whole or
5377 in part;
5378 (b) the limited partnership is a debtor in bankruptcy;
5379 (c) the general partner has agreed that the creditor need not exhaust limited partnership
5380 assets;
5381 (d) a court grants permission to the judgment creditor to levy execution against the
5382 assets of a general partner based on a finding that the limited partnership assets subject to
5383 execution are clearly insufficient to satisfy the judgment, that exhaustion of assets is
5384 excessively burdensome, or that the grant of permission is an appropriate exercise of the court's
5385 equitable powers; or
5386 (e) liability is imposed on the general partner by law or contract independent of the
5387 existence of the limited partnership.
5388 Section 189. Section 48-2e-406 is enacted to read:
5389 48-2e-406. Management rights of general partner.
5390 (1) Each general partner has equal rights in the management and conduct of the limited
5391 partnership's activities and affairs. Except as otherwise provided in this chapter, any matter
5392 relating to the activities and affairs of the limited partnership is decided exclusively by the
5393 general partner or, if there is more than one general partner, by a majority of the general
5394 partners.
5395 (2) The affirmative vote or consent of all partners is required to:
5396 (a) amend the partnership agreement;
5397 (b) amend the certificate of limited partnership to add or delete a statement that the
5398 limited partnership is a limited liability limited partnership;
5399 (c) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited
5400 partnership's property, with or without the good will, other than in the usual and regular course
5401 of the limited partnership's activities and affairs; and
5402 (d) approve a transaction under Part 11, Merger, Interest Exchange, Conversion, and
5403 Domestication.
5404 (3) A limited partnership shall reimburse a general partner for an advance to the limited
5405 partnership beyond the amount of capital the general partner agreed to contribute.
5406 (4) A payment or advance made by a general partner which gives rise to an obligation
5407 of the limited partnership under Subsection (3) or Subsection 48-2e-408 (1) constitutes a loan to
5408 the limited partnership which accrues interest from the date of the payment or advance.
5409 (5) A general partner is not entitled to remuneration for services performed for the
5410 limited partnership.
5411 Section 190. Section 48-2e-407 is enacted to read:
5412 48-2e-407. Rights to information of general partner and person dissociated as
5413 general partner.
5414 (1) A general partner may inspect and copy required information during regular
5415 business hours in the limited partnership's principal office, without having any particular
5416 purpose for seeking the information.
5417 (2) On reasonable notice, a general partner may inspect and copy during regular
5418 business hours, at a reasonable location specified by the limited partnership, any record
5419 maintained by the limited partnership regarding the limited partnership's activities, affairs,
5420 financial condition, and other circumstances, to the extent the information is material to the
5421 general partner's rights and duties under the partnership agreement or this chapter.
5422 (3) A limited partnership shall furnish to each general partner:
5423 (a) without demand, any information concerning the limited partnership's activities,
5424 affairs, financial condition, and other circumstances which the limited partnership knows and
5425 are material to the proper exercise of the general partner's rights and duties under the
5426 partnership agreement or this chapter, except to the extent the limited partnership can establish
5427 that it reasonably believes the general partner already knows the information; and
5428 (b) on demand, any other information concerning the limited partnership's activities,
5429 affairs, financial condition, and other circumstances, except to the extent the demand or the
5430 information demanded is unreasonable or otherwise improper under the circumstances.
5431 (4) The duty to furnish information under Subsection (2) also applies to each general
5432 partner to the extent the general partner knows any of the information described in Subsection
5433 (2).
5434 (5) Subject to Subsection (8), on 10 days' demand made in a record received by the
5435 limited partnership, a person dissociated as a general partner may have access to the
5436 information and records described in Subsections (1) and (2) at the locations specified in those
5437 subsections if:
5438 (a) the information or record pertains to the period during which the person was a
5439 general partner;
5440 (b) the person seeks the information or record in good faith; and
5441 (c) the person satisfies the requirements imposed on a limited partner by Subsection
5442 48-2e-304 (2).
5443 (6) The limited partnership shall respond to a demand made pursuant to Subsection (3)
5444 in the manner provided in Subsection 48-2e-304 (3).
5445 (7) A limited partnership may charge a person that makes a demand under this section
5446 the reasonable costs of copying, limited to the costs of labor and material.
5447 (8) A general partner or person dissociated as a general partner may exercise rights
5448 under this section through an agent or, in the case of an individual under legal disability, a legal
5449 representative. Any restriction or condition imposed by the partnership agreement or under
5450 Subsection (9) applies both to the agent or legal representative and the general partner or
5451 person dissociated as a general partner.
5452 (9) The rights under this section do not extend to a person as transferee, but if:
5453 (a) a general partner dies, Section 48-2e-704 applies; and
5454 (b) an individual dissociates as a general partner under Subsection 48-2e-603 (7)(b) or
5455 (7)(c), the legal representative of the individual may exercise the rights under Subsection (4) of
5456 a person dissociated as a general partner.
5457 (10) In addition to any restriction or condition stated in the partnership agreement, a
5458 limited partnership, as a matter within the ordinary course of its activities and affairs, may
5459 impose reasonable restrictions and conditions on access to and use of information to be
5460 furnished under this section, including designating information confidential and imposing
5461 nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the
5462 reasonableness of a restriction under this Subsection (10), the limited partnership has the
5463 burden of proving reasonableness.
5464 Section 191. Section 48-2e-408 is enacted to read:
5465 48-2e-408. Reimbursement, indemnification, advancement, and insurance.
5466 (1) A limited partnership shall reimburse a general partner for any payment made by
5467 the general partner in the course of the general partner's activities on behalf of the limited
5468 partnership, if the general partner complied with Sections 48-2e-406 , 48-2e-409 , and 48-2e-504
5469 in making the payment.
5470 (2) A limited partnership shall indemnify and hold harmless a person with respect to
5471 any claim or demand against the person and any debt, obligation, or other liability incurred by
5472 the person by reason of the person's former or present capacity as a general partner, if the
5473 claim, demand, debt, obligation, or other liability does not arise from the person's breach of
5474 Section 48-2e-406 , 48-2e-409 , or 48-2e-504 .
5475 (3) In the ordinary course of its activities and affairs, a limited partnership may
5476 advance reasonable expenses, including attorney's fees and costs, incurred by a person in
5477 connection with a claim or demand against the person by reason of the person's former or
5478 present capacity as a general partner, if the person promises to repay the limited partnership if
5479 the person ultimately is determined not to be entitled to be indemnified under Subsection (2).
5480 (4) A limited partnership may purchase and maintain insurance on behalf of a general
5481 partner against liability asserted against or incurred by the general partner in that capacity or
5482 arising from that status even if, under Subsection 48-2e-112 (3)(h), the partnership agreement
5483 could not eliminate or limit the person's liability to the limited partnership for the conduct
5484 giving rise to the liability.
5485 Section 192. Section 48-2e-409 is enacted to read:
5486 48-2e-409. Standards of conduct for general partners.
5487 (1) A general partner owes to the limited partnership and, subject to Subsection
5488 48-2e-1001 (1), the other partners the duties of loyalty and care stated in Subsections (2) and
5489 (3).
5490 (2) The duty of loyalty of a general partner includes the duties:
5491 (a) to account to the limited partnership and hold as trustee for it any property, profit,
5492 or benefit derived by the general partner:
5493 (i) in the conduct or winding up of the limited partnership's activities and affairs;
5494 (ii) from a use by the general partner of the limited partnership's property; or
5495 (iii) from the appropriation of a limited partnership opportunity;
5496 (b) to refrain from dealing with the limited partnership in the conduct or winding up of
5497 the limited partnership's activities and affairs as or on behalf of a person having an interest
5498 adverse to the limited partnership; and
5499 (c) to refrain from competing with the limited partnership in the conduct or winding up
5500 of the limited partnership's activities and affairs.
5501 (3) The duty of care of a general partner in the conduct or winding up of the limited
5502 partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless
5503 conduct, intentional misconduct, or a knowing violation of law.
5504 (4) A general partner shall discharge the duties and obligations under this chapter or
5505 under the partnership agreement and exercise any rights consistently with the contractual
5506 obligation of good faith and fair dealing.
5507 (5) A general partner does not violate a duty or obligation under this chapter or under
5508 the partnership agreement solely because the general partner's conduct furthers the general
5509 partner's own interest.
5510 (6) All the partners of a limited partnership may authorize or ratify, after full disclosure
5511 of all material facts, a specific act or transaction by a general partner that otherwise would
5512 violate the duty of loyalty.
5513 (7) It is a defense to a claim under Subsection (2)(b) and any comparable claim in
5514 equity or at common law that the transaction was fair to the limited partnership.
5515 (8) If, as permitted by Subsection (6) or the partnership agreement, a general partner
5516 enters into a transaction with the limited partnership which otherwise would be prohibited by
5517 Subsection (2)(b), the general partner's rights and obligations arising from the transaction are
5518 the same as those of a person that is not a general partner.
5519 Section 193. Section 48-2e-501 is enacted to read:
5520
5521 48-2e-501. Form of contribution.
5522 A contribution may consist of property transferred to, services performed for, or another
5523 benefit provided to the limited partnership or an agreement to transfer property to, perform
5524 services for, or provide another benefit to the limited partnership.
5525 Section 194. Section 48-2e-502 is enacted to read:
5526 48-2e-502. Liability for contribution.
5527 (1) A person's obligation to make a contribution to a limited partnership is not excused
5528 by the person's death, disability, dissolution, or other inability to perform personally.
5529 (2) If a person does not fulfill an obligation to make a contribution other than money,
5530 the person is obligated at the option of the limited partnership to contribute money equal to the
5531 value, as stated in the required information, of the part of the contribution which has not been
5532 made.
5533 (3) The obligation of a person to make a contribution may be compromised only by the
5534 affirmative vote or consent of all partners. If a creditor of a limited partnership extends credit
5535 or otherwise acts in reliance on an obligation described in Subsection (1) without notice of any
5536 compromise under this subsection, the creditor may enforce the original obligation.
5537 Section 195. Section 48-2e-503 is enacted to read:
5538 48-2e-503. Sharing of and right to distributions before dissolution.
5539 (1) Except to the extent necessary to comply with a transfer effective under Section
5540 48-2e-702 or charging order in effect under Section 48-2e-703 , any distributions made by a
5541 limited partnership before its dissolution and winding up must be in equal shares among
5542 partners and persons dissociated as partners.
5543 (2) A person has a right to a distribution before the dissolution and winding up of a
5544 limited partnership only if the limited partnership decides to make an interim distribution. A
5545 person's dissociation does not entitle the person to a distribution.
5546 (3) A person does not have a right to demand or receive a distribution from a limited
5547 partnership in any form other than money. Except as otherwise provided in Subsection
5548 48-2e-813 (5), a partnership may distribute an asset in kind only if each part of the asset is
5549 fungible with each other part and each person receives a percentage of the asset equal in value
5550 to the person's share of distributions.
5551 (4) If a partner or transferee becomes entitled to receive a distribution, the partner or
5552 transferee has the status of, and is entitled to all remedies available to, a creditor of the limited
5553 partnership with respect to the distribution. However, the limited partnership's obligation to
5554 make a distribution is subject to offset for any amount owed to the limited partnership by the
5555 partner or a person dissociated as a partner on whose account the distribution is made.
5556 Section 196. Section 48-2e-504 is enacted to read:
5557 48-2e-504. Limitations on distributions.
5558 (1) A limited partnership may not make a distribution, including a distribution under
5559 Section 48-2e-813 , if after the distribution:
5560 (a) the limited partnership would not be able to pay its debts as they become due in the
5561 ordinary course of the limited partnership's activities and affairs; or
5562 (b) the limited partnership's total assets would be less than the sum of its total liabilities
5563 plus, unless the partnership agreement permits otherwise, the amount that would be needed, if
5564 the limited partnership were to be dissolved and wound up at the time of the distribution, to
5565 satisfy the preferential rights upon dissolution and winding up of partners and transferees
5566 whose preferential rights are superior to those of persons receiving the distribution.
5567 (2) A limited partnership may base a determination that a distribution is not prohibited
5568 under Subsection (1) on:
5569 (a) financial statements prepared on the basis of accounting practices and principles
5570 that are reasonable in the circumstances; or
5571 (b) a fair valuation or other method that is reasonable under the circumstances.
5572 (3) Except as otherwise provided in Subsection (5), the effect of a distribution under
5573 Subsection (1) is measured:
5574 (a) in the case of distribution as defined in Subsection 48-2e-102 (4)(a), as of the earlier
5575 of:
5576 (i) the date money or other property is transferred or debt is incurred by the limited
5577 partnership; or
5578 (ii) the date the person entitled to the distribution ceases to own the interest or right
5579 being acquired by the limited partnership in return for the distribution;
5580 (b) in the case of any other distribution of indebtedness, as of the date the indebtedness
5581 is distributed; and
5582 (c) in all other cases, as of the date:
5583 (i) the distribution is authorized, if the payment occurs not later than 120 days after that
5584 date; or
5585 (ii) the payment is made, if payment occurs more than 120 days after the distribution is
5586 authorized.
5587 (4) A limited partnership's indebtedness to a partner or transferee incurred by reason of
5588 a distribution made in accordance with this section is at parity with the limited partnership's
5589 indebtedness to its general, unsecured creditors, except to the extent subordinated by
5590 agreement.
5591 (5) A limited partnership's indebtedness, including indebtedness issued as a
5592 distribution, is not considered a liability for purposes of Subsection (1) if the terms of the
5593 indebtedness provide that payment of principal and interest is made only if and to the extent
5594 that payment of a distribution could then be made under this section. If the indebtedness is
5595 issued as a distribution, each payment of principal or interest is treated as a distribution, the
5596 effect of which is measured on the date the payment is made.
5597 (6) In measuring the effect of a distribution under Section 48-2e-813 , the liabilities of a
5598 dissolved limited partnership do not include any claim that has been disposed of under Section
5599 48-2e-806 , 48-2e-807 , or 48-2e-808 .
5600 Section 197. Section 48-2e-505 is enacted to read:
5601 48-2e-505. Liability for improper distributions.
5602 (1) If a general partner consents to a distribution made in violation of Section
5603 48-2e-504 and in consenting to the distribution fails to comply with Section 48-2e-409 , the
5604 general partner is personally liable to the limited partnership for the amount of the distribution
5605 which exceeds the amount that could have been distributed without the violation of Section
5606 48-2e-504 .
5607 (2) A person that receives a distribution knowing that the distribution violated Section
5608 48-2e-504 is personally liable to the limited partnership but only to the extent that the
5609 distribution received by the person exceeded the amount that could have been properly paid
5610 under Section 48-2e-504 .
5611 (3) A general partner against which an action is commenced because the general
5612 partner is liable under Subsection (1) may:
5613 (a) implead any other person that is liable under Subsection (1) and seek to enforce a
5614 right of contribution from the person; and
5615 (b) implead any person that received a distribution in violation of Subsection (2) and
5616 seek to enforce a right of contribution from the person in the amount the person received in
5617 violation of Subsection (2).
5618 (4) An action under this section is barred unless commenced not later than two years
5619 after the distribution.
5620 Section 198. Section 48-2e-601 is enacted to read:
5621
5622 48-2e-601. Dissociation as limited partner.
5623 (1) A person does not have a right to dissociate as a limited partner before the
5624 completion of the winding up of the limited partnership.
5625 (2) A person is dissociated as a limited partner when:
5626 (a) the limited partnership has notice of the person's express will to withdraw as a
5627 limited partner, but, if the person specified a withdrawal date later than the date the limited
5628 partnership had notice, on that later date;
5629 (b) an event stated in the partnership agreement as causing the person's dissociation as
5630 a limited partner occurs;
5631 (c) the person is expelled as a limited partner pursuant to the partnership agreement;
5632 (d) the person is expelled as a limited partner by the unanimous vote or consent of the
5633 other partners if:
5634 (i) it is unlawful to carry on the limited partnership's activities and affairs with the
5635 person as a limited partner;
5636 (ii) there has been a transfer of all of the person's transferable interest in the limited
5637 partnership, other than:
5638 (A) a transfer for security purposes; or
5639 (B) a charging order in effect under Section 48-2e-703 which has not been foreclosed;
5640 (iii) the person is a corporation and:
5641 (A) the limited partnership notifies the person that it will be expelled as a limited
5642 partner because the person has filed a statement of dissolution or the equivalent, its charter has
5643 been revoked, or its right to conduct business has been suspended by the jurisdiction of its
5644 incorporation; and
5645 (B) not later than 90 days after the notification the statement of dissolution or the
5646 equivalent has not been revoked or its charter or right to conduct business has not been
5647 reinstated; or
5648 (iv) the person is an unincorporated entity that has been dissolved and whose business
5649 is being wound up;
5650 (e) on application by the limited partnership, the person is expelled as a limited partner
5651 by judicial order because the person:
5652 (i) has engaged or is engaging in wrongful conduct that has affected adversely and
5653 materially, or will affect adversely and materially, the limited partnership's activities and
5654 affairs;
5655 (ii) has committed willfully or persistently, or is committing willfully or persistently, a
5656 material breach of the partnership agreement or the contractual obligation of good faith and fair
5657 dealing under Subsection 48-2e-305 (1); or
5658 (iii) has engaged or is engaging in conduct relating to the limited partnership's
5659 activities and affairs which makes it not reasonably practicable to carry on the activities and
5660 affairs with the person as a limited partner;
5661 (f) in the case of a person who is an individual, the individual dies;
5662 (g) in the case of a person that is a testamentary or inter vivos trust or is acting as a
5663 limited partner by virtue of being a trustee of such a trust, the trust's entire transferable interest
5664 in the limited partnership is distributed;
5665 (h) in the case of a person that is an estate or is acting as a limited partner by virtue of
5666 being a personal representative of an estate, the estate's entire transferable interest in the limited
5667 partnership is distributed;
5668 (i) in the case of a person that is not an individual, corporation, unincorporated entity,
5669 trust, or estate, the existence of the person terminates;
5670 (j) the limited partnership participates in a merger under Part 11, Merger, Interest
5671 Exchange, Conversion, and Domestication, and:
5672 (i) the limited partnership is not the surviving entity; or
5673 (ii) otherwise as a result of the merger, the person ceases to be a limited partner;
5674 (k) the limited partnership participates in an interest exchange under Part 11, Merger,
5675 Interest Exchange, Conversion, and Domestication, and as a result of the interest exchange, the
5676 person ceases to be a limited partner;
5677 (l) the limited partnership participates in a conversion under Part 11, Merger, Interest
5678 Exchange, Conversion, and Domestication;
5679 (m) the limited partnership participates in a domestication under Part 11, Merger,
5680 Interest Exchange, Conversion, and Domestication, and as a result of the domestication, the
5681 person ceases to be a limited partner; or
5682 (n) the limited partnership dissolves and completes winding up.
5683 Section 199. Section 48-2e-602 is enacted to read:
5684 48-2e-602. Effect of dissociation as limited partner.
5685 (1) If a person is dissociated as a limited partner:
5686 (a) subject to Section 48-2e-704 , the person does not have further rights as a limited
5687 partner;
5688 (b) the person's contractual obligation of good faith and fair dealing as a limited partner
5689 under Subsection 48-2e-305 (1) ends with regard to matters arising and events occurring after
5690 the person's dissociation; and
5691 (c) subject to Section 48-2e-704 and Part 11, Merger, Interest Exchange, Conversion,
5692 and Domestication, any transferable interest owned by the person in the person's capacity as a
5693 limited partner immediately before dissociation is owned by the person solely as a transferee.
5694 (2) A person's dissociation as a limited partner does not of itself discharge the person
5695 from any debt, obligation, or other liability to the limited partnership or the other partners
5696 which the person incurred while a limited partner.
5697 Section 200. Section 48-2e-603 is enacted to read:
5698 48-2e-603. Dissociation as general partner.
5699 A person is dissociated as a general partner when:
5700 (1) the limited partnership has notice of the person's express will to withdraw as a
5701 general partner, but, if the person specifies a withdrawal date later than the date the limited
5702 partnership had notice, on that later date;
5703 (2) an event stated in the partnership agreement as causing the person's dissociation as
5704 a general partner occurs;
5705 (3) the person is expelled as a general partner pursuant to the partnership agreement;
5706 (4) the person is expelled as a general partner by the unanimous vote or consent of the
5707 other partners if:
5708 (a) it is unlawful to carry on the limited partnership's activities and affairs with the
5709 person as a general partner;
5710 (b) there has been a transfer of all of the person's transferable interest in the limited
5711 partnership, other than:
5712 (i) a transfer for security purposes; or
5713 (ii) a charging order in effect under Section 48-2e-703 which has not been foreclosed;
5714 (c) the person is a corporation, and:
5715 (i) the limited partnership notifies the person that it will be expelled as a general
5716 partner because the person has filed a statement of dissolution or the equivalent, its charter has
5717 been revoked, or its right to conduct business has been suspended by the jurisdiction of its
5718 incorporation; and
5719 (ii) not later than 90 days after the notification the statement of dissolution or the
5720 equivalent has not been revoked or its charter or right to conduct business has not been
5721 reinstated; or
5722 (d) the person is an unincorporated entity that has been dissolved and whose business
5723 is being wound up;
5724 (5) on application by the limited partnership or a partner in a direct action under
5725 Section 48-2e-1001 , the person is expelled as a general partner by judicial order because the
5726 person:
5727 (a) has engaged or is engaging in wrongful conduct that has affected adversely and
5728 materially, or will affect adversely and materially, the limited partnership's activities and
5729 affairs;
5730 (b) has committed willfully or persistently, or is committing willfully or persistently, a
5731 material breach of the partnership agreement or a duty or obligation under Section 48-2e-409 ;
5732 or
5733 (c) has engaged or is engaging in conduct relating to the limited partnership's activities
5734 and affairs which makes it not reasonably practicable to carry on the activities or affairs of the
5735 limited partnership with the person as a general partner;
5736 (6) in the case of a person who is an individual:
5737 (a) the individual dies;
5738 (b) a guardian or general conservator for the individual is appointed; or
5739 (c) a court orders that the individual has otherwise become incapable of performing the
5740 individual's duties as a general partner under this chapter or the partnership agreement;
5741 (7) the person:
5742 (a) becomes a debtor in bankruptcy;
5743 (b) executes an assignment for the benefit of creditors; or
5744 (c) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
5745 liquidator of the person or of all or substantially all of the person's property;
5746 (8) in the case of a person that is a testamentary or inter vivos trust or is acting as a
5747 general partner by virtue of being a trustee of such a trust, the trust's entire transferable interest
5748 in the limited partnership is distributed;
5749 (9) in the case of a person that is an estate or is acting as a general partner by virtue of
5750 being a personal representative of an estate, the estate's entire transferable interest in the limited
5751 partnership is distributed;
5752 (10) in the case of a person that is not an individual, corporation, unincorporated entity,
5753 trust, or estate, the existence of the person terminates;
5754 (11) the limited partnership participates in a merger under Part 11, Merger, Interest
5755 Exchange, Conversion, and Domestication, and:
5756 (a) the limited partnership is not the surviving entity; or
5757 (b) otherwise as a result of the merger, the person ceases to be a general partner;
5758 (12) the limited partnership participates in an interest exchange under Part 11, Merger,
5759 Interest Exchange, Conversion, and Domestication, and, as a result of the interest exchange, the
5760 person ceases to be a general partner;
5761 (13) the limited partnership participates in a conversion under Part 11, Merger, Interest
5762 Exchange, Conversion, and Domestication;
5763 (14) the limited partnership participates in a domestication under Part 11, Merger,
5764 Interest Exchange, Conversion, and Domestication, and, as a result of the domestication, the
5765 person ceases to be a general partner; or
5766 (15) the limited partnership dissolves and completes winding up.
5767 Section 201. Section 48-2e-604 is enacted to read:
5768 48-2e-604. Power to dissociate as general partner -- Wrongful dissociation.
5769 (1) A person has the power to dissociate as a general partner at any time, rightfully or
5770 wrongfully, by withdrawing as a general partner by express will under Subsection
5771 48-2e-603 (1).
5772 (2) A person's dissociation as a general partner is wrongful only if the dissociation:
5773 (a) is in breach of an express provision of the partnership agreement; or
5774 (b) occurs before the completion of the winding up of the limited partnership, and:
5775 (i) the person withdraws as a general partner by express will;
5776 (ii) the person is expelled as a general partner by judicial order under Subsection
5777 48-2e-603 (5);
5778 (iii) the person is dissociated as a general partner under Subsection 48-2e-603 (7); or
5779 (iv) in the case of a person that is not a trust other than a business trust, an estate, or an
5780 individual, the person is expelled or otherwise dissociated as a general partner because it
5781 willfully dissolved or terminated.
5782 (3) A person that wrongfully dissociates as a general partner is liable to the limited
5783 partnership and, subject to Section 48-2e-1001 , to the other partners for damages caused by the
5784 dissociation. The liability is in addition to any debt, obligation, or other liability of the general
5785 partner to the limited partnership or the other partners.
5786 Section 202. Section 48-2e-605 is enacted to read:
5787 48-2e-605. Effect of dissociation as general partner.
5788 (1) If a person is dissociated as a general partner:
5789 (a) the person's right to participate as a general partner in the management and conduct
5790 of the limited partnership's activities and affairs terminates;
5791 (b) the person's duties and obligations as a general partner under Section 48-2e-409 end
5792 with regard to matters arising and events occurring after the person's dissociation;
5793 (c) the person may sign and deliver to the division for filing a statement of dissociation
5794 pertaining to the person and, at the request of the limited partnership, shall sign an amendment
5795 to the certificate of limited partnership which states that the person has dissociated as a general
5796 partner; and
5797 (d) subject to Section 48-2e-704 and Part 11, Merger, Interest Exchange, Conversion,
5798 and Domestication, any transferable interest owned by the person immediately before
5799 dissociation in the person's capacity as a general partner is owned by the person solely as a
5800 transferee.
5801 (2) A person's dissociation as a general partner does not of itself discharge the person
5802 from any debt, obligation, or other liability to the limited partnership or the other partners
5803 which the person incurred while a general partner.
5804 Section 203. Section 48-2e-606 is enacted to read:
5805 48-2e-606. Power to bind and liability of person dissociated as general partner.
5806 (1) After a person is dissociated as a general partner and before the limited partnership
5807 is merged out of existence, converted, or domesticated under Part 11, Merger, Interest
5808 Exchange, Conversion, and Domestication, or dissolved, the limited partnership is bound by an
5809 act of the person only if:
5810 (a) the act would have bound the limited partnership under Section 48-2e-402 before
5811 the dissociation; and
5812 (b) at the time the other party enters into the transaction:
5813 (i) less than two years has passed since the dissociation; and
5814 (ii) the other party does not know or have notice of the dissociation and reasonably
5815 believes that the person is a general partner.
5816 (2) If a limited partnership is bound under Subsection (1), the person dissociated as a
5817 general partner which caused the limited partnership to be bound is liable:
5818 (a) to the limited partnership for any damage caused to the limited partnership arising
5819 from the obligation incurred under Subsection (1); and
5820 (b) if a general partner or another person dissociated as a general partner is liable for
5821 the obligation, to the general partner or other person for any damage caused to the general
5822 partner or other person arising from the liability.
5823 Section 204. Section 48-2e-607 is enacted to read:
5824 48-2e-607. Liability to other persons of person dissociated as general partner.
5825 (1) A person's dissociation as a general partner does not of itself discharge the person's
5826 liability as a general partner for a debt, obligation, or other liability of the limited partnership
5827 incurred before dissociation. Except as otherwise provided in Subsections (2) and (3), the
5828 person is not liable for a limited partnership obligation incurred after dissociation.
5829 (2) A person whose dissociation as a general partner resulted in a dissolution and
5830 winding up of the limited partnership's activities and affairs is liable to the same extent as a
5831 general partner under Section 48-2e-404 on an obligation incurred by the limited partnership
5832 under Section 48-2e-804 .
5833 (3) A person that has dissociated as a general partner but whose dissociation did not
5834 result in a dissolution and winding up of the limited partnership's activities and affairs is liable
5835 on a transaction entered into by the limited partnership after the dissociation only if:
5836 (a) a general partner would be liable on the transaction; and
5837 (b) at the time the other party enters into the transaction:
5838 (i) less than two years has passed since the dissociation; and
5839 (ii) the other party does not have knowledge or notice of the dissociation and
5840 reasonably believes that the person is a general partner.
5841 (4) By agreement with a creditor of a limited partnership and the limited partnership, a
5842 person dissociated as a general partner may be released from liability for an obligation of the
5843 limited partnership.
5844 (5) A person dissociated as a general partner is released from liability for an obligation
5845 of the limited partnership if the limited partnership's creditor, with knowledge or notice of the
5846 person's dissociation as a general partner but without the person's consent, agrees to a material
5847 alteration in the nature or time of payment of the obligation.
5848 Section 205. Section 48-2e-701 is enacted to read:
5849
5850 48-2e-701. Nature of transferable interest.
5851 The only interest of a partner which is transferable is the partner's transferable interest.
5852 A transferable interest is personal property.
5853 Section 206. Section 48-2e-702 is enacted to read:
5854 48-2e-702. Transfer of transferable interest.
5855 (1) A transfer, in whole or in part, of a transferable interest:
5856 (a) is permissible;
5857 (b) does not by itself cause the person's dissociation or a dissolution and winding up of
5858 the limited partnership's activities and affairs; and
5859 (c) subject to Section 48-2e-704 , does not entitle the transferee to:
5860 (i) participate in the management or conduct of the limited partnership's activities or
5861 affairs; or
5862 (ii) except as otherwise provided in Subsection (3), have access to required
5863 information, records, or other information concerning the limited partnership's activities and
5864 affairs.
5865 (2) A transferee has the right to receive, in accordance with the transfer, distributions to
5866 which the transferor would otherwise be entitled.
5867 (3) In a dissolution and winding up of a limited partnership, a transferee is entitled to
5868 an account of the limited partnership's transactions only from the date of dissolution.
5869 (4) A transferable interest may be evidenced by a certificate of the interest issued by a
5870 limited partnership in a record, and, subject to this section, the interest represented by the
5871 certificate may be transferred by a transfer of the certificate.
5872 (5) A limited partnership need not give effect to a transferee's rights under this section
5873 until the limited partnership knows or has notice of the transfer.
5874 (6) A transfer of a transferable interest in violation of a restriction on transfer contained
5875 in the partnership agreement is ineffective as to a person having knowledge or notice of the
5876 restriction at the time of transfer.
5877 (7) Except as otherwise provided in Subsections 48-2e-601 (2)(d)(ii) and
5878 48-2e-603 (4)(b), if a general or limited partner transfers a transferable interest, the transferor
5879 retains the rights of a general or limited partner other than the transferable interest transferred
5880 and retains all the duties and obligations of a general or limited partner.
5881 (8) If a general or limited partner transfers a transferable interest to a person that
5882 becomes a general or limited partner with respect to the transferred interest, the transferee is
5883 liable for the transferor's obligations under Sections 48-2e-502 and 48-2e-505 known to the
5884 transferee when the transferee becomes a partner.
5885 Section 207. Section 48-2e-703 is enacted to read:
5886 48-2e-703. Charging order.
5887 (1) On application by a judgment creditor of a partner or transferee, a court may enter a
5888 charging order against the transferable interest of the judgment debtor for the unsatisfied
5889 amount of the judgment. A charging order constitutes a lien on a judgment debtor's
5890 transferable interest and, after the limited partnership has been served with the charging order,
5891 requires the limited partnership to pay over to the person to which the charging order was
5892 issued any distribution that otherwise would be paid to the judgment debtor.
5893 (2) To the extent necessary to effectuate the collection of distributions pursuant to a
5894 charging order in effect under Subsection (1), the court may:
5895 (a) appoint a receiver of the distributions subject to the charging order, with the power
5896 to make all inquiries the judgment debtor might have made; and
5897 (b) make all other orders necessary to give effect to the charging order.
5898 (3) Upon a showing that distributions under a charging order will not pay the judgment
5899 debt within a reasonable time, the court may foreclose the lien and order the sale of the
5900 transferable interest. The purchaser at the foreclosure sale obtains only the transferable
5901 interest, does not thereby become a partner, and is subject to Section 48-2e-702 .
5902 (4) At any time before foreclosure under Subsection (3), the partner or transferee
5903 whose transferable interest is subject to a charging order under Subsection (1) may extinguish
5904 the charging order by satisfying the judgment and filing a certified copy of the satisfaction with
5905 the court that issued the charging order.
5906 (5) At any time before foreclosure under Subsection (3), a limited partnership or one or
5907 more partners whose transferable interests are not subject to the charging order may pay to the
5908 judgment creditor the full amount due under the judgment and thereby succeed to the rights of
5909 the judgment creditor, including the charging order.
5910 (6) This chapter does not deprive any partner or transferee of the benefit of any
5911 exemption law applicable to the transferable interest of the partner or transferee.
5912 (7) This section provides the exclusive remedy by which a person seeking to enforce a
5913 judgment against a partner or transferee may, in the capacity of judgment creditor, satisfy the
5914 judgment from the judgment debtor's transferable interest.
5915 Section 208. Section 48-2e-704 is enacted to read:
5916 48-2e-704. Power of legal representative of deceased partner.
5917 If a partner dies, the deceased partner's legal representative may exercise:
5918 (1) the rights of a transferee provided in Subsection 48-2e-702 (3); and
5919 (2) for the purposes of settling the estate, the rights of a current limited partner under
5920 Section 48-2e-304 .
5921 Section 209. Section 48-2e-801 is enacted to read:
5922
5923 48-2e-801. Events causing dissolution.
5924 (1) A limited partnership is dissolved, and its activities and affairs must be wound up,
5925 upon the occurrence of any of the following:
5926 (a) an event or circumstance that the partnership agreement states causes dissolution;
5927 (b) the affirmative vote or consent of all general partners and of limited partners
5928 owning a majority of the rights to receive distributions as limited partners at the time the vote
5929 or consent is to be effective;
5930 (c) after the dissociation of a person as a general partner:
5931 (i) if the limited partnership has at least one remaining general partner, the vote or
5932 consent to dissolve the limited partnership not later than 90 days after the dissociation by
5933 partners owning a majority of the rights to receive distributions as partners at the time the vote
5934 or consent is to be effective; or
5935 (ii) if the limited partnership does not have a remaining general partner, the passage of
5936 90 days after the dissociation, unless before the end of the period:
5937 (A) consent to continue the activities and affairs of the limited partnership and admit at
5938 least one general partner is given by limited partners owning a majority of the rights to receive
5939 distributions as limited partners at the time the consent is to be effective; and
5940 (B) at least one person is admitted as a general partner in accordance with the consent;
5941 (d) the passage of 90 consecutive days after the dissociation of the limited partnership's
5942 last limited partner, unless before the end of the period the limited partnership admits at least
5943 one limited partner;
5944 (e) the passage of 90 consecutive days during which the limited partnership has only
5945 one partner, unless before the end of the period:
5946 (i) the limited partnership admits at least one person as a partner;
5947 (ii) if the previously sole remaining partner is only a general partner, the limited
5948 partnership admits the person as a limited partner; and
5949 (iii) if the previously sole remaining partner is only a limited partner, the limited
5950 partnership admits a person as a general partner;
5951 (f) on application by a partner, the entry by the district court of an order dissolving the
5952 limited partnership on the grounds that:
5953 (i) the conduct of all or substantially all the limited partnership's activities and affairs is
5954 unlawful; or
5955 (ii) it is not reasonably practicable to carry on the limited partnership's activities and
5956 affairs in conformity with the partnership agreement; or
5957 (g) the signing and filing of a statement of administrative dissolution by the division
5958 under Section 48-2e-810 .
5959 (2) If an event occurs that imposes a deadline on a limited partnership under
5960 Subsection (1) and before the limited partnership has met the requirements of the deadline,
5961 another event occurs that imposes a different deadline on the limited partnership under
5962 Subsection (1):
5963 (a) the occurrence of the second event does not affect the deadline caused by the first
5964 event; and
5965 (b) the limited partnership's meeting of the requirements of the first deadline does not
5966 extend the second deadline.
5967 Section 210. Section 48-2e-802 is enacted to read:
5968 48-2e-802. Winding up.
5969 (1) A dissolved limited partnership shall wind up its activities and affairs, and, except
5970 as otherwise provided in Section 48-2e-803 , the limited partnership continues after dissolution
5971 only for the purpose of winding up.
5972 (2) In winding up its activities and affairs, the limited partnership:
5973 (a) shall discharge the limited partnership's debts, obligations, and other liabilities,
5974 settle and close the limited partnership's activities and affairs, and marshal and distribute the
5975 assets of the limited partnership; and
5976 (b) may:
5977 (i) amend its certificate of limited partnership to state that the limited partnership is
5978 dissolved;
5979 (ii) preserve the limited partnership activities, affairs, and property as a going concern
5980 for a reasonable time;
5981 (iii) prosecute and defend actions and proceedings, whether civil, criminal, or
5982 administrative;
5983 (iv) transfer the limited partnership's property;
5984 (v) settle disputes by mediation or arbitration;
5985 (vi) deliver to the division for filing a statement of termination stating the name of the
5986 limited partnership and that the limited partnership is terminated; and
5987 (vii) perform other acts necessary or appropriate to the winding up.
5988 (3) If a dissolved limited partnership does not have a general partner, a person to wind
5989 up the dissolved limited partnership's activities and affairs may be appointed by the affirmative
5990 vote or consent of limited partners owning a majority of the rights to receive distributions as
5991 limited partners at the time the vote or consent is to be effective. A person appointed under
5992 this Subsection (3):
5993 (a) has the powers of a general partner under Section 48-2e-804 but is not liable for the
5994 debts, obligations, and other liabilities of the limited partnership solely by reason of having or
5995 exercising those powers or otherwise acting to wind up the dissolved limited partnership's
5996 activities and affairs; and
5997 (b) shall deliver promptly to the division for filing an amendment to the certificate of
5998 limited partnership stating:
5999 (i) that the limited partnership does not have a general partner;
6000 (ii) the name and street and mailing addresses of the person; and
6001 (iii) that the person has been appointed pursuant to this subsection to wind up the
6002 limited partnership.
6003 (4) On the application of any partner, the district court may order judicial supervision
6004 of the winding up of a dissolved limited partnership, including the appointment of a person to
6005 wind up the limited partnership's activities and affairs, if:
6006 (a) the limited partnership does not have a general partner and within a reasonable time
6007 following the dissolution no person has been appointed pursuant to Subsection (3); or
6008 (b) the applicant establishes other good cause.
6009 Section 211. Section 48-2e-803 is enacted to read:
6010 48-2e-803. Rescinding dissolution.
6011 (1) A limited partnership may rescind its dissolution, unless a statement of termination
6012 applicable to the limited partnership is effective, the district court has entered an order under
6013 Subsection 48-2e-801 (1)(f) dissolving the limited partnership, or the division has dissolved the
6014 limited partnership under Section 48-2e-810 .
6015 (2) Rescinding dissolution under this section requires:
6016 (a) the affirmative vote or consent of each partner; and
6017 (b) if the limited partnership has delivered to the division for filing an amendment to
6018 the certificate of limited partnership stating that the partnership is dissolved and if:
6019 (i) the amendment is not effective, the filing by the limited partnership of a statement
6020 of withdrawal under Section 48-2e-207 applicable to the amendment; or
6021 (ii) the amendment is effective, the delivery by the limited partnership to the division
6022 for filing of an amendment to the certificate of limited partnership stating that the dissolution
6023 has been rescinded under this section.
6024 (3) If a limited partnership rescinds its dissolution:
6025 (a) the limited partnership resumes carrying on its activities and affairs as if dissolution
6026 had never occurred;
6027 (b) subject to Subsection (3)(c), any liability incurred by the limited partnership after
6028 the dissolution and before the rescission is effective is determined as if dissolution had never
6029 occurred; and
6030 (c) the rights of a third party arising out of conduct in reliance on the dissolution before
6031 the third party knew or had notice of the rescission may not be adversely affected.
6032 Section 212. Section 48-2e-804 is enacted to read:
6033 48-2e-804. Power to bind partnership after dissolution.
6034 (1) A limited partnership is bound by a general partner's act after dissolution which:
6035 (a) is appropriate for winding up the limited partnership's activities and affairs; or
6036 (b) would have bound the limited partnership under Section 48-2e-402 before
6037 dissolution, if, at the time the other party enters into the transaction, the other party does not
6038 know or have notice of the dissolution.
6039 (2) A person dissociated as a general partner binds a limited partnership through an act
6040 occurring after dissolution if:
6041 (a) at the time the other party enters into the transaction:
6042 (i) less than two years has passed since the dissociation; and
6043 (ii) the other party does not have notice of the dissociation and reasonably believes that
6044 the person is a general partner; and
6045 (b) the act:
6046 (i) is appropriate for winding up the limited partnership's activities and affairs; or
6047 (ii) would have bound the limited partnership under Section 48-2e-402 before
6048 dissolution and at the time the other party enters into the transaction the other party does not
6049 have notice of the dissolution.
6050 Section 213. Section 48-2e-805 is enacted to read:
6051 48-2e-805. Liability after dissolution of general partner and person dissociated as
6052 general partner to limited partnership, other general partners, and persons dissociated as
6053 general partner.
6054 (1) If a general partner having knowledge of the dissolution causes a limited
6055 partnership to incur an obligation under Subsection 48-2e-804 (1) by an act that is not
6056 appropriate for winding up the limited partnership's activities and affairs, the general partner is
6057 liable:
6058 (a) to the limited partnership for any damage caused to the limited partnership arising
6059 from the obligation; and
6060 (b) if another general partner or a person dissociated as a general partner is liable for
6061 the obligation, to that other general partner or person for any damage caused to that other
6062 general partner or person arising from the liability.
6063 (2) If a person dissociated as a general partner causes a limited partnership to incur an
6064 obligation under Subsection 48-2e-804 (2), the person is liable:
6065 (a) to the limited partnership for any damage caused to the limited partnership arising
6066 from the obligation; and
6067 (b) if a general partner or another person dissociated as a general partner is liable for
6068 the obligation, to the general partner or other person for any damage caused to the general
6069 partner or other person arising from the obligation.
6070 Section 214. Section 48-2e-806 is enacted to read:
6071 48-2e-806. Known claims against dissolved limited partnership.
6072 (1) Except as otherwise provided in Subsection (4), a dissolved limited partnership
6073 may give notice of a known claim under Subsection (2), which has the effect provided in
6074 Subsection (3).
6075 (2) A dissolved limited partnership may in a record notify its known claimants of the
6076 dissolution. The notice must:
6077 (a) specify the information required to be included in a claim;
6078 (b) state that a claim must be in writing and provide a mailing address to which the
6079 claim is to be sent;
6080 (c) state the deadline for receipt of a claim, which may not be less than 120 days after
6081 the date the notice is received by the claimant;
6082 (d) state that the claim will be barred if not received by the deadline; and
6083 (e) unless the limited partnership has been throughout its existence a limited liability
6084 limited partnership, state that the barring of a claim against the limited partnership will also bar
6085 any corresponding claim against any general partner or person dissociated as a general partner
6086 which is based on Section 48-2e-404 .
6087 (3) A claim against a dissolved limited partnership is barred if the requirements of
6088 Subsection (2) are met, and:
6089 (a) the claim is not received by the specified deadline; or
6090 (b) if the claim is timely received but rejected by the limited partnership:
6091 (i) the limited partnership causes the claimant to receive a notice in a record stating that
6092 the claim is rejected and will be barred unless the claimant commences an action against the
6093 limited partnership to enforce the claim not later than 90 days after the claimant receives the
6094 notice; and
6095 (ii) the claimant does not commence the required action not later than 90 days after the
6096 claimant receives the notice.
6097 (4) This section does not apply to a claim based on an event occurring after the
6098 effective date of dissolution or a liability that on that date is contingent.
6099 Section 215. Section 48-2e-807 is enacted to read:
6100 48-2e-807. Other claims against dissolved limited partnership.
6101 (1) A dissolved limited partnership may publish notice of its dissolution and request
6102 persons having claims against the dissolved limited partnership to present them in accordance
6103 with the notice.
6104 (2) A notice under Subsection (1) must:
6105 (a) be published at least once in a newspaper of general circulation in the county in this
6106 state in which the dissolved limited partnership's principal office is located or, if the principal
6107 office is not located in this state, in the county in which the office of the dissolved limited
6108 partnership's registered agent is or was last located and in accordance with Section 45-1-101 ;
6109 (b) describe the information required to be contained in a claim, state that the claim
6110 must be in writing, and provide a mailing address to which the claim is to be sent;
6111 (c) state that a claim against the dissolved limited partnership is barred unless an action
6112 to enforce the claim is commenced not later than three years after publication of the notice; and
6113 (d) unless the dissolved limited partnership has been throughout its existence a limited
6114 liability limited partnership, state that the barring of a claim against the dissolved limited
6115 partnership will also bar any corresponding claim against any general partner or person
6116 dissociated as a general partner which is based on Section 48-2e-404 .
6117 (3) If a dissolved limited partnership publishes a notice in accordance with Subsection
6118 (2), the claim of each of the following claimants is barred unless the claimant commences an
6119 action to enforce the claim against the dissolved limited partnership not later than three years
6120 after the publication date of the notice:
6121 (a) a claimant that did not receive notice in a record under Section 48-2e-806 ;
6122 (b) a claimant whose claim was timely sent to the dissolved limited partnership but not
6123 acted on; and
6124 (c) a claimant whose claim is contingent at, or based on an event occurring after, the
6125 effective date of dissolution.
6126 (4) A claim not barred under this section or Section 48-2e-806 may be enforced:
6127 (a) against the dissolved limited partnership, to the extent of its undistributed assets;
6128 (b) except as otherwise provided in Section 48-2e-808 , if the assets of the dissolved
6129 limited partnership have been distributed after dissolution, against a partner or transferee to the
6130 extent of that person's proportionate share of the claim or of the dissolved limited partnership's
6131 assets distributed to the partner or transferee after dissolution, whichever is less, but a person's
6132 total liability for all claims under this subsection may not exceed the total amount of assets
6133 distributed to the person after dissolution; and
6134 (c) against any person liable on the claim under Sections 48-2e-404 and 48-2e-607 .
6135 Section 216. Section 48-2e-808 is enacted to read:
6136 48-2e-808. Court proceedings.
6137 (1) A dissolved limited partnership that has published a notice under Section 48-2e-807
6138 may file an application with the district court in the county where the dissolved limited
6139 partnership's principal office is located, or, if the principal office is not located in this state,
6140 where the office of its registered agent is located, for a determination of the amount and form
6141 of security to be provided for payment of claims that are contingent, have not been made
6142 known to the dissolved limited partnership, or are based on an event occurring after the
6143 effective date of dissolution but which, based on the facts known to the dissolved limited
6144 partnership, are reasonably expected to arise after the effective date of dissolution. Security is
6145 not required for any claim that is or is reasonably anticipated to be barred under Subsection
6146 48-2e-807 (3).
6147 (2) Not later than 10 days after the filing of an application under Subsection (1), the
6148 dissolved limited partnership shall give notice of the proceeding to each claimant holding a
6149 contingent claim known to the dissolved limited partnership.
6150 (3) In a proceeding brought under this section, the court may appoint a guardian ad
6151 litem to represent all claimants whose identities are unknown. The reasonable fees and
6152 expenses of the guardian, including all reasonable expert witness fees, must be paid by the
6153 dissolved limited partnership.
6154 (4) A dissolved limited partnership that provides security in the amount and form
6155 ordered by the court under Subsection (1) satisfies the dissolved limited partnership's
6156 obligations with respect to claims that are contingent, have not been made known to the
6157 dissolved limited partnership, or are based on an event occurring after the effective date of
6158 dissolution, and such claims may not be enforced against a partner or transferee that received
6159 assets in liquidation.
6160 Section 217. Section 48-2e-809 is enacted to read:
6161 48-2e-809. Liability of general partner and person dissociated as general partner
6162 when claim against limited partnership barred.
6163 If a claim against a dissolved limited partnership is barred under Section 48-2e-806 ,
6164 48-2e-807 , or 48-2e-808 , any corresponding claim under Section 48-2e-404 or 48-2e-607 is
6165 also barred.
6166 Section 218. Section 48-2e-810 is enacted to read:
6167 48-2e-810. Administrative dissolution.
6168 (1) The division may commence a proceeding under Subsections (2) and (3) to dissolve
6169 a limited partnership administratively if the limited partnership does not:
6170 (a) pay any fee, tax, or penalty required to be paid to the division not later than 60 days
6171 after it is due;
6172 (b) deliver an annual report to the division not later than 60 days after it is due; or
6173 (c) have a registered agent in this state for 60 consecutive days.
6174 (2) If the division determines that one or more grounds exist for administratively
6175 dissolving a limited partnership, the division shall serve the limited partnership with notice in a
6176 record of the division's determination.
6177 (3) If a limited partnership, not later than 60 days after service of the notice under
6178 Subsection (2), does not cure or demonstrate to the satisfaction of the division the nonexistence
6179 of each ground determined by the division, the division shall administratively dissolve the
6180 limited partnership by signing a statement of administrative dissolution that recites the grounds
6181 for dissolution and the effective date of dissolution. The division shall file the statement and
6182 serve a copy on the limited partnership pursuant to Section 48-2e-209 .
6183 (4) A limited partnership that is administratively dissolved continues in existence as an
6184 entity but may not carry on any activities except as necessary to wind up its activities and
6185 affairs and liquidate its assets under Sections 48-2e-802 , 48-2e-806 , 48-2e-807 , 48-2e-808 , and
6186 48-2e-813 or to apply for reinstatement under Section 48-2e-811 .
6187 (5) The administrative dissolution of a limited partnership does not terminate the
6188 authority of its registered agent.
6189 Section 219. Section 48-2e-811 is enacted to read:
6190 48-2e-811. Reinstatement.
6191 (1) A limited partnership that is administratively dissolved under Section 48-2e-810
6192 may apply to the division for reinstatement not later than two years after the effective date of
6193 dissolution. The application must state:
6194 (a) the name of the limited partnership at the time of its administrative dissolution and,
6195 if needed, a different name that satisfies Section 48-2e-108 ;
6196 (b) the address of the principal office of the limited partnership and the name and
6197 address of its registered agent;
6198 (c) the effective date of the limited partnership's administrative dissolution; and
6199 (d) that the grounds for dissolution did not exist or have been cured.
6200 (2) To be reinstated, a limited partnership must pay all fees, taxes, interest, and
6201 penalties that were due to the division at the time of its administrative dissolution and all fees,
6202 taxes, interest, and penalties that would have been due to the division while the limited
6203 partnership was administratively dissolved.
6204 (3) If the division determines that an application under Subsection (1) contains the
6205 information required, is satisfied that the information is correct, and determines that all
6206 payments required to be made to the division by Subsection (2) have been made, the division
6207 shall:
6208 (a) cancel the statement of administrative dissolution and prepare a statement of
6209 reinstatement that states the division's determination and the effective date of reinstatement;
6210 (b) file the statement of reinstatement; and
6211 (c) serve a copy of the statement of reinstatement on the limited partnership.
6212 (4) When reinstatement under this section is effective, the following rules apply:
6213 (a) The restatement relates back to and takes effect as of the effective date of the
6214 administrative dissolution.
6215 (b) The limited partnership resumes carrying on its activities and affairs as if the
6216 administrative dissolution had not occurred.
6217 (c) The rights of a person arising out of an act or omission in reliance on the
6218 dissolution before the person knew or had notice of the reinstatement are not affected.
6219 Section 220. Section 48-2e-812 is enacted to read:
6220 48-2e-812. Judicial review of denial of reinstatement.
6221 (1) If the division denies a limited partnership's application for reinstatement following
6222 administrative dissolution, the division shall serve the limited partnership with notice in a
6223 record that explains the reasons for the denial.
6224 (2) A limited partnership may seek judicial review of denial of reinstatement in the
6225 district court not later than 30 days after service of the notice of denial.
6226 Section 221. Section 48-2e-813 is enacted to read:
6227 48-2e-813. Disposition of assets in winding up -- When contributions required.
6228 (1) In winding up its activities and affairs, a limited partnership shall apply its assets,
6229 including the contributions required by this section, to discharge the limited partnership's
6230 obligations to creditors, including partners that are creditors.
6231 (2) After a limited partnership complies with Subsection (1), any surplus must be
6232 distributed in the following order, subject to any charging order in effect under Section
6233 48-2e-703 :
6234 (a) to each person owning a transferable interest that reflects contributions made and
6235 not previously returned, an amount equal to the value of the unreturned contributions; and
6236 (b) among partners in proportion to their respective rights to share in distributions
6237 immediately before the dissolution of the limited partnership, except to the extent necessary to
6238 comply with any transfer effective under Section 48-2e-702 .
6239 (3) If a limited partnership's assets are insufficient to satisfy all of its obligations under
6240 Subsection (1), with respect to each unsatisfied obligation incurred when the limited
6241 partnership was not a limited liability limited partnership, the following rules apply:
6242 (a) Each person that was a general partner when the obligation was incurred and that
6243 has not been released from the obligation under Section 48-2e-607 shall contribute to the
6244 limited partnership for the purpose of enabling the limited partnership to satisfy the obligation.
6245 The contribution due from each of those persons is in proportion to the right to receive
6246 distributions in the capacity of general partner in effect for each of those persons when the
6247 obligation was incurred.
6248 (b) If a person does not contribute the full amount required under Subsection (3)(a)
6249 with respect to an unsatisfied obligation of the limited partnership, the other persons required
6250 to contribute by Subsection (3)(a) on account of the obligation shall contribute the additional
6251 amount necessary to discharge the obligation. The additional contribution due from each of
6252 those other persons is in proportion to the right to receive distributions in the capacity of
6253 general partner in effect for each of those other persons when the obligation was incurred.
6254 (c) If a person does not make the additional contribution required by Subsection (3)(b),
6255 further additional contributions are determined and due in the same manner as provided in that
6256 subsection.
6257 (d) A person that makes an additional contribution under Subsection (3)(b) or (3)(c)
6258 may recover from any person whose failure to contribute under Subsection (3)(a) or (3)(b)
6259 necessitated the additional contribution. A person may not recover under this subsection more
6260 than the amount additionally contributed. A person's liability under this subsection may not
6261 exceed the amount the person failed to contribute.
6262 (4) If a limited partnership does not have sufficient surplus to comply with Subsection
6263 (2)(a), any surplus must be distributed among the owners of transferable interests in proportion
6264 to the value of the respective unreturned contributions.
6265 (5) All distributions made under Subsections (2) and (4) must be paid in money.
6266 Section 222. Section 48-2e-901 is enacted to read:
6267
6268 48-2e-901. Governing law.
6269 (1) The law of the jurisdiction of formation of a foreign limited partnership governs:
6270 (a) the internal affairs of the foreign limited partnership; and
6271 (b) the liability of a partner as partner for a debt, obligation, or other liability of the
6272 foreign limited partnership.
6273 (2) A foreign limited partnership is not precluded from registering to do business in
6274 this state because of any difference between the law of its jurisdiction of formation and the law
6275 of this state.
6276 (3) Registration of a foreign limited partnership to do business in this state does not
6277 authorize the foreign limited partnership to engage in any activities and affairs or exercise any
6278 power that a limited partnership may not engage in or exercise in this state.
6279 (4) (a) The division may permit a tribal limited partnership to apply for authority to
6280 transact business in the state in the same manner as a foreign limited partnership formed in
6281 another state.
6282 (b) If a tribal limited partnership elects to apply for authority to transact business in the
6283 state, for purposes of this chapter, the tribal limited partnership shall be treated in the same
6284 manner as a foreign limited partnership formed under the laws of another state.
6285 Section 223. Section 48-2e-902 is enacted to read:
6286 48-2e-902. Registration to do business in this state.
6287 (1) A foreign limited partnership may not do business in this state until it registers with
6288 the division under this part.
6289 (2) A foreign limited partnership doing business in this state may not maintain an
6290 action or proceeding in this state unless it is registered to do business in this state.
6291 (3) The failure of a foreign limited partnership to register to do business in this state
6292 does not impair the validity of a contract or act of the foreign limited partnership or preclude it
6293 from defending an action or proceeding in this state.
6294 (4) A limitation on the liability of a general partner or limited partners of a foreign
6295 limited partnership is not waived solely because the foreign limited partnership does business
6296 in this state without registering to do business in this state.
6297 (5) Subsections 48-2e-901 (1) and (2) apply even if the foreign limited partnership fails
6298 to register under this part.
6299 Section 224. Section 48-2e-903 is enacted to read:
6300 48-2e-903. Foreign registration statement.
6301 To register to do business in this state, a foreign limited partnership must deliver a
6302 foreign registration statement to the division for filing. The statement must state:
6303 (1) the name of the foreign limited partnership and, if the name does not comply with
6304 Section 48-2e-108 , an alternate name adopted pursuant to Subsection 48-2e-906 (1);
6305 (2) that the limited partnership is a foreign limited partnership;
6306 (3) the name of the foreign limited partnership's jurisdiction of formation;
6307 (4) the street and mailing addresses of the foreign limited partnership's principal office
6308 and, if the law of the foreign limited partnership's jurisdiction of formation requires the foreign
6309 limited partnership to maintain an office in that jurisdiction, the street and mailing addresses of
6310 the required office; and
6311 (5) the information required by Subsection 16-17-203 (1).
6312 Section 225. Section 48-2e-904 is enacted to read:
6313 48-2e-904. Amendment of foreign registration.
6314 A registered foreign limited partnership shall deliver to the division for filing an
6315 amendment to its foreign registration statement if there is a change in:
6316 (1) the name of the foreign limited partnership;
6317 (2) the foreign limited partnership's jurisdiction of formation;
6318 (3) an address required by Subsection 48-2e-903 (4); or
6319 (4) the information required by Subsection 48-2e-903 (5).
6320 Section 226. Section 48-2e-905 is enacted to read:
6321 48-2e-905. Activities not constituting doing business.
6322 (1) Activities of a foreign limited partnership which do not constitute doing business in
6323 this state under this part include:
6324 (a) maintaining, defending, mediating, arbitrating, and settling an action or proceeding;
6325 (b) carrying on any activity concerning its internal affairs, including holding meetings
6326 of its partners;
6327 (c) maintaining accounts in financial institutions;
6328 (d) maintaining offices or agencies for the transfer, exchange, and registration of
6329 securities of the foreign limited partnership or maintaining trustees or depositories with respect
6330 to those securities;
6331 (e) selling through independent contractors;
6332 (f) soliciting or obtaining orders by any means, if the orders require acceptance outside
6333 this state before they become contracts;
6334 (g) creating or acquiring indebtedness, mortgages, or security interests in property;
6335 (h) securing or collecting debts or enforcing mortgages or security interests in property
6336 securing the debts, and holding, protecting, or maintaining property;
6337 (i) conducting an isolated transaction that is not in the course of similar transactions;
6338 (j) owning, without more, property; and
6339 (k) doing business in interstate commerce.
6340 (2) A person does not do business in this state solely by being a partner of a foreign
6341 limited partnership that does business in this state. This section does not apply in determining
6342 the contacts or activities that may subject a foreign limited partnership to service of process,
6343 taxation, or regulation under law of this state other than this chapter.
6344 Section 227. Section 48-2e-906 is enacted to read:
6345 48-2e-906. Noncomplying name of foreign limited partnership.
6346 (1) A foreign limited partnership whose name does not comply with Section 48-2e-108
6347 may not register to do business in this state until it adopts, for the purpose of doing business in
6348 this state, an alternate name that complies with Section 48-2e-108 . A registered foreign limited
6349 partnership that registers under an alternate name under this Subsection (1) need not comply
6350 with Title 42, Chapter 2, Conducting Business Under Assumed Name. After registering to do
6351 business in this state with an alternate name, a registered foreign limited partnership shall do
6352 business in this state under:
6353 (a) the alternate name;
6354 (b) the foreign limited partnership's name, with the addition of its jurisdiction of
6355 formation; or
6356 (c) an assumed or fictitious name the foreign limited partnership is authorized to use
6357 under Title 42, Chapter 2, Conducting Business Under Assumed Name.
6358 (2) If a registered foreign limited partnership changes its name to one that does not
6359 comply with Section 48-2e-108 , it may not do business in this state until it complies with
6360 Subsection (1) by amending its registration to adopt an alternate name that complies with
6361 Section 48-2e-108 .
6362 Section 228. Section 48-2e-907 is enacted to read:
6363 48-2e-907. Withdrawal deemed on conversion to domestic filing entity or domestic
6364 limited liability partnership.
6365 A registered foreign limited partnership that converts to a domestic limited liability
6366 partnership or to a domestic entity that is organized, incorporated, or otherwise formed through
6367 the delivery of a record to the division for filing is deemed to have withdrawn its registration
6368 on the effective date of the conversion.
6369 Section 229. Section 48-2e-908 is enacted to read:
6370 48-2e-908. Withdrawal on dissolution or conversion to nonfiling entity other than
6371 limited liability partnership.
6372 (1) A registered foreign limited partnership that has dissolved and completed winding
6373 up or has converted to a domestic or foreign entity that is not organized, incorporated, or
6374 otherwise formed through the public filing of a record, other than a limited liability partnership,
6375 shall deliver a statement of withdrawal to the division for filing. The statement must state:
6376 (a) in the case of a foreign limited partnership that has completed winding up:
6377 (i) its name and jurisdiction of formation; and
6378 (ii) that the foreign limited partnership surrenders its registration to do business in this
6379 state as a registered foreign limited partnership; and
6380 (b) in the case of a foreign limited partnership that has converted:
6381 (i) the name of the converting foreign limited partnership and its jurisdiction of
6382 formation;
6383 (ii) the type of entity to which the foreign limited partnership has converted and its
6384 jurisdiction of formation;
6385 (iii) that the converted entity surrenders the converting partnership's registration to do
6386 business in this state and revokes the authority of the converting foreign limited partnership's
6387 registered agent to act as registered agent in this state on the behalf of the foreign limited
6388 partnership or the converted entity; and
6389 (iv) a mailing address to which service of process may be made under Subsection (2).
6390 (2) After a withdrawal under this section of a foreign limited partnership that has
6391 converted to another type of entity is effective, service of process in any action or proceeding
6392 based on a cause of action arising during the time the foreign limited partnership was registered
6393 to do business in this state may be made pursuant to Subsection 16-17-301 (2).
6394 Section 230. Section 48-2e-909 is enacted to read:
6395 48-2e-909. Transfer of registration.
6396 (1) When a registered foreign limited partnership has merged into a foreign entity that
6397 is not registered to do business in this state or has converted to a foreign entity required to
6398 register with the division to do business in this state, the foreign entity shall deliver to the
6399 division for filing an application for transfer of registration. The application must state:
6400 (a) the name of the registered foreign limited partnership before the merger or
6401 conversion;
6402 (b) that before the merger or conversion the registration pertained to a foreign limited
6403 partnership;
6404 (c) the name of the applicant foreign entity into which the foreign limited partnership
6405 has merged or to which it has been converted, and, if the name does not comply with Section
6406 48-2e-108 or similar provision of law of this state governing an entity of the same type as the
6407 applicant foreign entity, an alternate name adopted pursuant to Subsection 48-2e-906 (1) or
6408 similar provision of law of this state governing a foreign entity registered to do business in this
6409 state of the same type as the applicable foreign entity;
6410 (d) the type of entity of the applicant foreign entity and its jurisdiction of formation;
6411 (e) the street and mailing addresses of the principal office of the applicant foreign
6412 entity and, if the law of the entity's jurisdiction of formation requires the entity to maintain an
6413 office in that jurisdiction, the street and mailing addresses of that office; and
6414 (f) the information required under Subsection 16-17-203 (1).
6415 (2) When an application for transfer of registration takes effect, the registration of the
6416 foreign limited partnership to do business in this state is transferred without interruption to the
6417 foreign entity into which the foreign limited partnership has merged or to which it has been
6418 converted.
6419 Section 231. Section 48-2e-910 is enacted to read:
6420 48-2e-910. Termination of registration.
6421 (1) The division may terminate the registration of a registered foreign limited
6422 partnership in the manner provided in Subsections (2) and (3) if the foreign limited partnership
6423 does not:
6424 (a) pay, not later than 60 days after the due date, any fee, tax, interest, or penalty
6425 required to be paid to the division under this chapter or law other than this chapter;
6426 (b) deliver to the division for filing, not later than 60 days after the due date, an annual
6427 report;
6428 (c) have a registered agent as required by Section 48-2e-111 ; or
6429 (d) deliver to the division for filing a statement of a change under Section 16-17-206
6430 not later than 30 days after a change has occurred in the name or address of the registered
6431 agent.
6432 (2) The division may terminate the registration of a registered foreign limited
6433 partnership by:
6434 (a) filing a notice of termination or noting the termination in the records of the
6435 division; and
6436 (b) delivering a copy of the notice or the information in the notation to the foreign
6437 limited partnership's registered agent, or if the foreign limited partnership does not have a
6438 registered agent, to the foreign limited partnership's principal office.
6439 (3) The notice must state or the information in the notation under Subsection (2) must
6440 include:
6441 (a) the effective date of the termination, which must be at least 60 days after the date
6442 the division delivers the copy; and
6443 (b) the grounds for termination under Subsection (1).
6444 (4) The authority of the registered foreign limited partnership to do business in this
6445 state ceases on the effective date of the notice of termination or notation under Subsection (2),
6446 unless before that date the foreign limited partnership cures each ground for termination stated
6447 in the notice or notation. If the foreign limited partnership cures each ground, the division shall
6448 file a record so stating.
6449 Section 232. Section 48-2e-911 is enacted to read:
6450 48-2e-911. Withdrawal of registration of registered foreign limited partnership.
6451 (1) A registered foreign limited partnership may withdraw its registration by delivering
6452 a statement of withdrawal to the division for filing. The statement of withdrawal must state:
6453 (a) the name of the foreign limited partnership and its jurisdiction of formation;
6454 (b) that the foreign limited partnership is not doing business in this state and that it
6455 withdraws its registration to do business in this state;
6456 (c) that the foreign limited partnership revokes the authority of its registered agent to
6457 accept service on its behalf in this state; and
6458 (d) an address to which service of process may be made under Subsection (2).
6459 (2) After the withdrawal of the registration of a partnership, service of process in any
6460 action or proceeding based on a cause of action arising during the time the foreign limited
6461 partnership was registered to do business in this state may be made pursuant to Subsection
6462 16-17-301 (2).
6463 Section 233. Section 48-2e-912 is enacted to read:
6464 48-2e-912. Action by attorney general.
6465 The attorney general may maintain an action to enjoin a foreign limited partnership
6466 from doing business in this state in violation of this part.
6467 Section 234. Section 48-2e-1001 is enacted to read:
6468
6469 48-2e-1001. Direct action by partner.
6470 (1) Subject to Subsection (2), a partner may maintain a direct action against another
6471 partner or the limited partnership, with or without an accounting as to the limited partnership's
6472 activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests,
6473 including rights and interests under the partnership agreement or this chapter or arising
6474 independently of the partnership relationship.
6475 (2) A partner maintaining a direct action under this section must plead and prove an
6476 actual or threatened injury that is not solely the result of an injury suffered or threatened to be
6477 suffered by the limited partnership.
6478 (3) A right to an accounting upon a dissolution and winding up does not revive a claim
6479 barred by law.
6480 Section 235. Section 48-2e-1002 is enacted to read:
6481 48-2e-1002. Derivative action.
6482 A partner may maintain a derivative action to enforce a right of a limited partnership if:
6483 (1) the partner first makes a demand on the general partners, requesting that they cause
6484 the limited partnership to bring an action to enforce the right, and the general partners do not
6485 bring the action within a reasonable time; or
6486 (2) a demand under Subsection (1) would be futile.
6487 Section 236. Section 48-2e-1003 is enacted to read:
6488 48-2e-1003. Proper plaintiff.
6489 A derivative action to enforce a right of a limited partnership may be maintained only
6490 by a person that is a partner at the time the action is commenced and:
6491 (1) which was a partner when the conduct giving rise to the action occurred; or
6492 (2) whose status as a partner devolved on the person by operation of law or pursuant to
6493 the terms of the partnership agreement from a person that was a partner at the time of the
6494 conduct.
6495 Section 237. Section 48-2e-1004 is enacted to read:
6496 48-2e-1004. Pleading.
6497 In a derivative action to enforce a right of a limited partnership, the complaint must
6498 state with particularity:
6499 (1) the date and content of the plaintiff's demand and the response to the demand by the
6500 general partner; or
6501 (2) why demand should be excused as futile.
6502 Section 238. Section 48-2e-1005 is enacted to read:
6503 48-2e-1005. Special litigation committee.
6504 (1) If a limited partnership is named as or made a party in a derivative proceeding, the
6505 limited partnership may appoint a special litigation committee to investigate the claims asserted
6506 in the proceeding and determine whether pursuing the action is in the best interests of the
6507 limited partnership. If the limited partnership appoints a special litigation committee, on
6508 motion by the committee made in the name of the limited partnership, except for good cause
6509 shown, the court shall stay discovery for the time reasonably necessary to permit the committee
6510 to make its investigation. This subsection does not prevent the court from:
6511 (a) enforcing a person's right to information under Section 48-2e-304 or 48-2e-407 ; or
6512 (b) granting extraordinary relief in the form of a temporary restraining order or
6513 preliminary injunction.
6514 (2) A special litigation committee must be composed of one or more disinterested and
6515 independent individuals, who may be partners.
6516 (3) A special litigation committee may be appointed:
6517 (a) by a majority of the general partners not named as parties in the proceeding; and
6518 (b) if all general partners are named as parties in the proceeding, by a majority of the
6519 general partners named as defendants.
6520 (4) After appropriate investigation, a special litigation committee may determine that it
6521 is in the best interests of the limited partnership that the proceeding:
6522 (a) continue under the control of the plaintiff;
6523 (b) continue under the control of the committee;
6524 (c) be settled on terms approved by the committee; or
6525 (d) be dismissed.
6526 (5) After making a determination under Subsection (4), a special litigation committee
6527 shall file with the court a statement of its determination and its report supporting its
6528 determination and shall serve each party with a copy of the determination and report. The court
6529 shall determine whether the members of the committee were disinterested and independent and
6530 whether the committee conducted its investigation and made its recommendation in good faith,
6531 independently, and with reasonable care, with the committee having the burden of proof. If the
6532 court finds that the members of the committee were disinterested and independent and that the
6533 committee acted in good faith, independently, and with reasonable care, the court shall enforce
6534 the determination of the committee. Otherwise, the court shall dissolve the stay of discovery
6535 entered under Subsection (1) and allow the action to continue under the control of the plaintiff.
6536 Section 239. Section 48-2e-1006 is enacted to read:
6537 48-2e-1006. Proceeds and expenses.
6538 (1) Except as otherwise provided in Subsection (2):
6539 (a) any proceeds or other benefits of a derivative action, whether by judgment,
6540 compromise, or settlement, belong to the limited partnership and not to the plaintiff; and
6541 (b) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to
6542 the limited partnership.
6543 (2) If a derivative action is successful in whole or in part, the court may award the
6544 plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery
6545 of the limited partnership.
6546 (3) A derivative action on behalf of a limited partnership may not be voluntarily
6547 dismissed or settled without the court's approval.
6548 Section 240. Section 48-2e-1101 is enacted to read:
6549
6550 48-2e-1101. Definitions.
6551 In this part:
6552 (1) "Acquired entity" means the entity, all of one or more classes or series of interests
6553 in which are acquired in an interest exchange.
6554 (2) "Acquiring entity" means the entity that acquires all of one or more classes or series
6555 of interests of the acquired entity in an interest exchange.
6556 (3) "Conversion" means a transaction authorized by Sections 48-2e-1141 through
6557 48-2e-1146 .
6558 (4) "Converted entity" means the converting entity as it continues in existence after a
6559 conversion.
6560 (5) "Converting entity" means the domestic entity that approves a plan of conversion
6561 pursuant to Section 48-2e-1143 or the foreign entity that approves a conversion pursuant to the
6562 law of its jurisdiction of formation.
6563 (6) "Distributional interest" means the right under an unincorporated entity's organic
6564 law and organic rules to receive distributions from the entity.
6565 (7) "Domestic," with respect to an entity, means governed as to its internal affairs by
6566 the law of this state.
6567 (8) "Domesticated limited partnership" means the domesticating limited partnership as
6568 it continues in existence after a domestication.
6569 (9) "Domesticating limited partnership" means the domestic limited partnership that
6570 approves a plan of domestication pursuant to Section 48-2e-1153 or the foreign limited
6571 partnership that approves a domestication pursuant to the law of its jurisdiction of formation.
6572 (10) "Domestication" means a transaction authorized by Sections 48-2e-1151 through
6573 48-2e-1156 .
6574 (11) "Entity":
6575 (a) means:
6576 (i) a business corporation;
6577 (ii) a nonprofit corporation;
6578 (iii) a general partnership, including a limited liability partnership;
6579 (iv) a limited partnership, including a limited liability limited partnership;
6580 (v) a limited liability company;
6581 (vi) a limited cooperative association;
6582 (vii) an unincorporated nonprofit association;
6583 (viii) a statutory trust, business trust, or common-law business trust; or
6584 (ix) any other person that has:
6585 (A) a legal existence separate from any interest holder of that person; or
6586 (B) the power to acquire an interest in real property in its own name; and
6587 (b) does not include:
6588 (i) an individual;
6589 (ii) a trust with a predominantly donative purpose, or a charitable trust;
6590 (iii) an association or relationship that is not a partnership solely by reason of
6591 Subsection 48-1d-202 (3) or a similar provision of the law of another jurisdiction;
6592 (iv) a decedent's estate; or
6593 (v) a government or a governmental subdivision, agency, or instrumentality.
6594 (12) "Filing entity" means an entity whose formation requires the filing of a public
6595 organic record.
6596 (13) "Foreign," with respect to an entity, means an entity governed as to its internal
6597 affairs by the law of a jurisdiction other than this state.
6598 (14) "Governance interest" means a right under the organic law or organic rules of an
6599 unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
6600 (a) receive or demand access to information concerning, or the books and records of,
6601 the entity;
6602 (b) vote for or consent to the election of the governors of the entity; or
6603 (c) receive notice of or vote on or consent to an issue involving the internal affairs of
6604 the entity.
6605 (15) "Governor" means:
6606 (a) a director of a business corporation;
6607 (b) a director or trustee of a nonprofit corporation;
6608 (c) a general partner of a general partnership;
6609 (d) a general partner of a limited partnership;
6610 (e) a manager of a manager-managed limited liability company;
6611 (f) a member of a member-managed limited liability company;
6612 (g) a director of a limited cooperative association;
6613 (h) a manager of an unincorporated nonprofit association;
6614 (i) a trustee of a statutory trust, business trust, or common-law business trust; or
6615 (j) any other person under whose authority the powers of an entity are exercised and
6616 under whose direction the activities and affairs of the entity are managed pursuant to the
6617 organic law and organic rules of the entity.
6618 (16) "Interest" means:
6619 (a) a share in a business corporation;
6620 (b) a membership in a nonprofit corporation;
6621 (c) a partnership interest in a general partnership;
6622 (d) a partnership interest in a limited partnership;
6623 (e) a membership interest in a limited liability company;
6624 (f) a member's interest in a limited cooperative association;
6625 (g) a membership in an unincorporated nonprofit association;
6626 (h) a beneficial interest in a statutory trust, business trust, or common-law business
6627 trust; or
6628 (i) a governance interest or distributional interest in any other type of unincorporated
6629 entity.
6630 (17) "Interest exchange" means a transaction authorized by Sections 48-2e-1131
6631 through 48-2e-1136 .
6632 (18) "Interest holder" means:
6633 (a) a shareholder of a business corporation;
6634 (b) a member of a nonprofit corporation;
6635 (c) a general partner of a general partnership;
6636 (d) a general partner of a limited partnership;
6637 (e) a limited partner of a limited partnership;
6638 (f) a member of a limited liability company;
6639 (g) a member of a limited cooperative association;
6640 (h) a member of an unincorporated nonprofit association;
6641 (i) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law
6642 business trust; or
6643 (j) any other direct holder of an interest.
6644 (19) "Interest holder liability" means:
6645 (a) personal liability for a liability of an entity which is imposed on a person:
6646 (i) solely by reason of the status of the person as an interest holder; or
6647 (ii) by the organic rules of the entity which make one or more specified interest holders
6648 or categories of interest holders liable in their capacity as interest holders for all or specified
6649 liabilities of the entity; or
6650 (b) an obligation of an interest holder under the organic rules of an entity to contribute
6651 to the entity.
6652 (20) "Jurisdiction of formation" means the jurisdiction whose law includes the organic
6653 law of an entity.
6654 (21) "Merger" means a transaction authorized by Sections 48-2e-1121 through
6655 48-2e-1126 .
6656 (22) "Merging entity" means an entity that is a party to a merger and exists
6657 immediately before the merger becomes effective.
6658 (23) "Organic law" means the law of an entity's jurisdiction of formation governing the
6659 internal affairs of the entity.
6660 (24) "Organic rules" means the public organic record and private organic rules of an
6661 entity.
6662 (25) "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or
6663 plan of domestication.
6664 (26) "Plan of conversion" means a plan under Section 48-2e-1142 .
6665 (27) "Plan of domestication" means a plan under Section 48-2e-1152 .
6666 (28) "Plan of interest exchange" means a plan under Section 48-2e-1132 .
6667 (29) "Plan of merger" means a plan under Section 48-2e-1122 .
6668 (30) "Private organic rules" means the rules, whether or not in a record, that govern the
6669 internal affairs of an entity, are binding on all its interest holders, and are not part of its public
6670 organic record, if any. The term includes:
6671 (a) the bylaws of a business corporation;
6672 (b) the bylaws of a nonprofit corporation;
6673 (c) the partnership agreement of a general partnership;
6674 (d) the partnership agreement of a limited partnership;
6675 (e) the operating agreement of a limited liability company;
6676 (f) the bylaws of a limited cooperative association;
6677 (g) the governing principles of an unincorporated nonprofit association; and
6678 (h) the trust instrument of a statutory trust or similar rules of a business trust or a
6679 common-law business trust.
6680 (31) "Protected agreement" means:
6681 (a) a record evidencing indebtedness and any related agreement in effect on January 1,
6682 2014;
6683 (b) an agreement that is binding on an entity on January 1, 2014;
6684 (c) the organic rules of an entity in effect on January 1, 2014; or
6685 (d) an agreement that is binding on any of the governors or interest holders of an entity
6686 on January 1, 2014.
6687 (32) "Public organic record" means the record, the filing of which by the division is
6688 required to form an entity, and any amendment to or restatement of that record. The term
6689 includes:
6690 (a) the articles of incorporation of a business corporation;
6691 (b) the articles of incorporation of a nonprofit corporation;
6692 (c) the certificate of limited partnership of a limited partnership;
6693 (d) the certificate of organization of a limited liability company;
6694 (e) the articles of organization of a limited cooperative association; and
6695 (f) the certificate of trust of a statutory trust or similar record of a business trust.
6696 (33) "Registered foreign entity" means a foreign entity that is registered to do business
6697 in this state pursuant to a record filed by the division.
6698 (34) "Statement of conversion" means a statement under Section 48-2e-1145 .
6699 (35) "Statement of domestication" means a statement under Section 48-2e-1155 .
6700 (36) "Statement of interest exchange" means a statement under Section 48-2e-1135 .
6701 (37) "Statement of merger" means a statement under Section 48-2e-1125 .
6702 (38) "Surviving entity" means the entity that continues in existence after or is created
6703 by a merger.
6704 (39) "Type of entity" means a generic form of entity:
6705 (a) recognized at common law; or
6706 (b) formed under an organic law, whether or not some entities formed under that
6707 organic law are subject to provisions of that law that create different categories of the form of
6708 entity.
6709 Section 241. Section 48-2e-1102 is enacted to read:
6710 48-2e-1102. Relationship of part to other laws.
6711 This part does not authorize an act prohibited by, and does not affect the application or
6712 requirements of, law other than this part.
6713 Section 242. Section 48-2e-1103 is enacted to read:
6714 48-2e-1103. Required notice or approval.
6715 (1) A domestic or foreign entity that is required to give notice to, or obtain the approval
6716 of, a governmental agency or officer of this state to be a party to a merger must give the notice
6717 or obtain the approval to be a party to an interest exchange, conversion, or domestication.
6718 (2) Property held for a charitable purpose under the law of this state by a domestic or
6719 foreign entity immediately before a transaction under this part becomes effective may not, as a
6720 result of the transaction, be diverted from the objects for which it was donated, granted,
6721 devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this
6722 state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity
6723 obtains an appropriate order of the district court specifying the disposition of the property.
6724 (3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of
6725 donation, subscription, or conveyance that is made to a merging entity that is not the surviving
6726 entity and that takes effect or remains payable after the merger inures to the surviving entity. A
6727 trust obligation that would govern property if transferred to the nonsurviving entity applies to
6728 property that is transferred to the surviving entity under this section.
6729 Section 243. Section 48-2e-1104 is enacted to read:
6730 48-2e-1104. Status of filings.
6731 A filing under this part signed by a domestic entity becomes part of the public organic
6732 record of the entity if the entity's organic law provides that similar filings under that law
6733 become part of the public organic record of the entity.
6734 Section 244. Section 48-2e-1105 is enacted to read:
6735 48-2e-1105. Nonexclusivity.
6736 The fact that a transaction under this part produces a certain result does not preclude the
6737 same result from being accomplished in any other manner permitted by law other than this part.
6738 Section 245. Section 48-2e-1106 is enacted to read:
6739 48-2e-1106. Reference to external facts.
6740 A plan may refer to facts ascertainable outside the plan if the manner in which the facts
6741 will operate upon the plan is specified in the plan. The facts may include the occurrence of an
6742 event or a determination or action by a person, whether or not the event, determination, or
6743 action is within the control of a party to the transaction.
6744 Section 246. Section 48-2e-1107 is enacted to read:
6745 48-2e-1107. Alternative means of approval of transactions.
6746 Except as otherwise provided in the organic law or organic rules of a domestic entity,
6747 approval of a transaction under this part by the unanimous vote or consent of its interest
6748 holders satisfies the requirements of this part for approval of the transaction.
6749 Section 247. Section 48-2e-1108 is enacted to read:
6750 48-2e-1108. Appraisal rights.
6751 (1) An interest holder of a domestic merging, acquired, converting, or domesticating
6752 entity is entitled to appraisal rights in connection with the transaction if the interest holder
6753 would have been entitled to appraisal rights under the entity's organic law in connection with a
6754 merger in which the interest of the interest holder was changed, converted, or exchanged
6755 unless:
6756 (a) the organic law permits the organic rules to limit the availability of appraisal rights;
6757 and
6758 (b) the organic rules provide such a limit.
6759 (2) An interest holder of a domestic merging, acquired, converting, or domesticating
6760 entity is entitled to contractual appraisal rights in connection with a transaction under this part
6761 to the extent provided in:
6762 (a) the entity's organic rules; or
6763 (b) the plan.
6764 Section 248. Section 48-2e-1121 is enacted to read:
6765 48-2e-1121. Merger authorized.
6766 (1) By complying with Sections 48-2e-1121 through 48-2e-1126 :
6767 (a) one or more domestic limited partnerships may merge with one or more domestic or
6768 foreign entities into a domestic or foreign surviving entity; and
6769 (b) two or more foreign entities may merge into a domestic limited partnership.
6770 (2) By complying with the provisions of Sections 48-2e-1121 through 48-2e-1126
6771 applicable to foreign entities, a foreign entity may be a party to a merger under Sections
6772 48-2e-1121 through 48-2e-1126 or may be the surviving entity in such a merger if the merger is
6773 authorized by the law of the foreign entity's jurisdiction of formation.
6774 Section 249. Section 48-2e-1122 is enacted to read:
6775 48-2e-1122. Plan of merger.
6776 (1) A domestic limited partnership may become a party to a merger under Sections
6777 48-2e-1121 through 48-2e-1126 by approving a plan of merger. The plan must be in a record
6778 and contain:
6779 (a) as to each merging entity, its name, jurisdiction of formation, and type of entity;
6780 (b) if the surviving entity is to be created in the merger, a statement to that effect and
6781 the entity's name, jurisdiction of formation, and type of entity;
6782 (c) the manner of converting the interests in each party to the merger into interests,
6783 securities, obligations, money, other property, rights to acquire interests or securities, or any
6784 combination of the foregoing;
6785 (d) if the surviving entity exists before the merger, any proposed amendments to its
6786 public organic record, if any, or to its private organic rules that are, or are proposed to be, in a
6787 record;
6788 (e) if the surviving entity is to be created in the merger, its proposed public organic
6789 record, if any, and the full text of its private organic rules that are proposed to be in a record;
6790 (f) the other terms and conditions of the merger; and
6791 (g) any other provision required by the law of a merging entity's jurisdiction of
6792 formation or the organic rules of a merging entity.
6793 (2) In addition to the requirements of Subsection (1), a plan of merger may contain any
6794 other provision not prohibited by law.
6795 Section 250. Section 48-2e-1123 is enacted to read:
6796 48-2e-1123. Approval of merger.
6797 (1) A plan of merger is not effective unless it has been approved:
6798 (a) by a domestic merging limited partnership, by all the partners of the limited
6799 partnership entitled to vote on or consent to any matter; and
6800 (b) in a record, by each partner of a domestic merging limited partnership that will
6801 have interest holder liability for debts, obligations, and other liabilities that arise after the
6802 merger becomes effective, unless:
6803 (i) the partnership agreement of the limited partnership in a record provides for the
6804 approval of a merger in which some or all of its partners become subject to interest holder
6805 liability by the vote or consent of fewer than all the partners; and
6806 (ii) the partner consented in a record to or voted for that provision of the partnership
6807 agreement or became a partner after the adoption of that provision.
6808 (2) A merger involving a domestic merging entity that is not a limited partnership is
6809 not effective unless the merger is approved by that entity in accordance with its organic law.
6810 (3) A merger involving a foreign merging entity is not effective unless the merger is
6811 approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of
6812 formation.
6813 Section 251. Section 48-2e-1124 is enacted to read:
6814 48-2e-1124. Amendment or abandonment of plan of merger.
6815 (1) A plan of merger may be amended only with the consent of each party to the plan,
6816 except as otherwise provided in the plan.
6817 (2) A domestic merging limited partnership may approve an amendment of a plan of
6818 merger:
6819 (a) in the same manner as the plan was approved, if the plan does not provide for the
6820 manner in which it may be amended; or
6821 (b) by the partners in the manner provided in the plan, but a partner that was entitled to
6822 vote on or consent to approval of the merger is entitled to vote on or consent to any amendment
6823 of the plan that will change:
6824 (i) the amount or kind of interests, securities, obligations, money, other property, rights
6825 to acquire interests or securities, or any combination of the foregoing, to be received by the
6826 interest holders of any party to the plan;
6827 (ii) the public organic record, if any, or private organic rules of the surviving entity that
6828 will be in effect immediately after the merger becomes effective, except for changes that do not
6829 require approval of the interest holders of the surviving entity under its organic law or organic
6830 rules; or
6831 (iii) any other terms or conditions of the plan, if the change would adversely affect the
6832 partner in any material respect.
6833 (3) After a plan of merger has been approved and before a statement of merger
6834 becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by
6835 the plan, a domestic merging limited partnership may abandon the plan in the same manner as
6836 the plan was approved.
6837 (4) If a plan of merger is abandoned after a statement of merger has been delivered to
6838 the division for filing and before the statement becomes effective, a statement of abandonment,
6839 signed by a party to the plan, must be delivered to the division for filing before the statement of
6840 merger becomes effective. The statement of abandonment takes effect on filing, and the
6841 merger is abandoned and does not become effective. The statement of abandonment must
6842 contain:
6843 (a) the name of each party to the plan of merger;
6844 (b) the date on which the statement of merger was delivered to the division for filing;
6845 and
6846 (c) a statement that the merger has been abandoned in accordance with this section.
6847 Section 252. Section 48-2e-1125 is enacted to read:
6848 48-2e-1125. Statement of merger.
6849 (1) A statement of merger must be signed by each merging entity and delivered to the
6850 division for filing.
6851 (2) A statement of merger must contain:
6852 (a) the name, jurisdiction of formation, and type of entity of each merging entity that is
6853 not the surviving entity;
6854 (b) the name, jurisdiction of formation, and type of entity of the surviving entity;
6855 (c) a statement that the merger was approved by each domestic merging entity, if any,
6856 in accordance with Sections 48-2e-1121 through 48-2e-1126 and by each foreign merging
6857 entity, if any, in accordance with the law of its jurisdiction of formation;
6858 (d) if the surviving entity exists before the merger and is a domestic filing entity, any
6859 amendment to its public organic record approved as part of the plan of merger;
6860 (e) if the surviving entity is created by the merger and is a domestic filing entity, its
6861 public organic record, as an attachment;
6862 (f) if the surviving entity is created by the merger and is a domestic limited liability
6863 partnership, its statement of qualification, as an attachment; and
6864 (g) if the surviving entity is a foreign entity that is not a registered foreign entity, a
6865 mailing address to which the division may send any process served on the division pursuant to
6866 Subsection 48-2e-1126 (5).
6867 (3) In addition to the requirements of Subsection (2), a statement of merger may
6868 contain any other provision not prohibited by law.
6869 (4) If the surviving entity is a domestic entity, its public organic record, if any, must
6870 satisfy the requirements of the law of this state, but the public organic record does not need to
6871 be signed.
6872 (5) A plan of merger that is signed by all the merging entities and meets all the
6873 requirements of Subsection (2) may be delivered to the division for filing instead of a statement
6874 of merger and on filing has the same effect. If a plan of merger is filed as provided in this
6875 Subsection (5), references in this part to a statement of merger refer to the plan of merger filed
6876 under this Subsection (5).
6877 Section 253. Section 48-2e-1126 is enacted to read:
6878 48-2e-1126. Effect of merger.
6879 (1) When a merger becomes effective:
6880 (a) the surviving entity continues or comes into existence;
6881 (b) each merging entity that is not the surviving entity ceases to exist;
6882 (c) all property of each merging entity vests in the surviving entity without transfer,
6883 reversion, or impairment;
6884 (d) all debts, obligations, and other liabilities of each merging entity are debts,
6885 obligations, and other liabilities of the surviving entity;
6886 (e) except as otherwise provided by law or the plan of merger, all the rights, privileges,
6887 immunities, powers, and purposes of each merging entity vest in the surviving entity;
6888 (f) if the surviving entity exists before the merger:
6889 (i) all its property continues to be vested in it without transfer, reversion, or
6890 impairment;
6891 (ii) it remains subject to all its debts, obligations, and other liabilities; and
6892 (iii) all its rights, privileges, immunities, powers, and purposes continue to be vested in
6893 it;
6894 (g) the name of the surviving entity may be substituted for the name of any merging
6895 entity that is a party to any pending action or proceeding;
6896 (h) if the surviving entity exists before the merger:
6897 (i) its public organic record, if any, is amended as provided in the statement of merger;
6898 and
6899 (ii) its private organic rules that are to be in a record, if any, are amended to the extent
6900 provided in the plan of merger;
6901 (i) if the surviving entity is created by the merger:
6902 (i) its public organic record, if any, is effective; and
6903 (ii) its private organic rules are effective; and
6904 (j) the interests in each merging entity which are to be converted in the merger are
6905 converted, and the interest holders of those interests are entitled only to the rights provided to
6906 them under the plan of merger and to any appraisal rights they have under Section 48-2e-1108
6907 and the merging entity's organic law.
6908 (2) Except as otherwise provided in the organic law or organic rules of a merging
6909 entity, the merger does not give rise to any rights that an interest holder, governor, or third
6910 party would otherwise have upon a dissolution, liquidation, or winding up of the merging
6911 entity.
6912 (3) When a merger becomes effective, a person that did not have interest holder
6913 liability with respect to any of the merging entities and becomes subject to interest holder
6914 liability with respect to a domestic entity as a result of the merger has interest holder liability
6915 only to the extent provided by the organic law of that entity and only for those debts,
6916 obligations, and other liabilities that arise after the merger becomes effective.
6917 (4) When a merger becomes effective, the interest holder liability of a person that
6918 ceases to hold an interest in a domestic merging entity with respect to which the person had
6919 interest holder liability is as follows:
6920 (a) The merger does not discharge any interest holder liability under the organic law of
6921 the domestic merging entity to the extent the interest holder liability arose before the merger
6922 became effective.
6923 (b) The person does not have interest holder liability under the organic law of the
6924 domestic merging entity for any debt, obligation, or other liability that arises after the merger
6925 becomes effective.
6926 (c) The organic law of the domestic merging entity continues to apply to the release,
6927 collection, or discharge of any interest holder liability preserved under Subsection (4)(a) as if
6928 the merger had not occurred and the surviving entity were the domestic merging entity.
6929 (d) The person has whatever rights of contribution from any other person as are
6930 provided by law other than this chapter, this chapter, or the organic rules of the domestic
6931 merging entity with respect to any interest holder liability preserved under Subsection (4)(a) as
6932 if the merger had not occurred.
6933 (5) When a merger becomes effective, a foreign entity that is the surviving entity may
6934 be served with process in this state for the collection and enforcement of any debts, obligations,
6935 or other liabilities of a domestic merging entity as provided in Section 16-17-301 .
6936 (6) When a merger becomes effective, the registration to do business in this state of
6937 any foreign merging entity that is not the surviving entity is canceled.
6938 Section 254. Section 48-2e-1131 is enacted to read:
6939 48-2e-1131. Interest exchange authorized.
6940 (1) By complying with Sections 48-2e-1131 through 48-2e-1136 :
6941 (a) a domestic limited partnership may acquire all of one or more classes or series of
6942 interests of another domestic or foreign entity in exchange for interests, securities, obligations,
6943 money, other property, rights to acquire interests or securities, or any combination of the
6944 foregoing; or
6945 (b) all of one or more classes or series of interests of a domestic limited partnership
6946 may be acquired by another domestic or foreign entity in exchange for interests, securities,
6947 obligations, rights to acquire interests or securities, money, or other property, or any
6948 combination of the foregoing.
6949 (2) By complying with the provisions of Sections 48-2e-1131 through 48-2e-1136
6950 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an
6951 interest exchange under Sections 48-2e-1131 through 48-2e-1136 if the interest exchange is
6952 authorized by the law of the foreign entity's jurisdiction of formation.
6953 (3) If a protected agreement contains a provision that applies to a merger of a domestic
6954 limited partnership but does not refer to an interest exchange, the provision applies to an
6955 interest exchange in which the domestic limited partnership is the acquired entity as if the
6956 interest exchange were a merger until the provision is amended after January 1, 2014.
6957 Section 255. Section 48-2e-1132 is enacted to read:
6958 48-2e-1132. Plan of interest exchange.
6959 (1) A domestic limited partnership may be the acquired entity in an interest exchange
6960 under Sections 48-2e-1131 through 48-2e-1136 by approving a plan of interest exchange. The
6961 plan must be in a record and contain:
6962 (a) the name of the acquired entity;
6963 (b) the name, jurisdiction of formation, and type of entity of the acquiring entity;
6964 (c) the manner of converting the interests in the acquired entity into interests,
6965 securities, obligations, money, other property, rights to acquire interests or securities, or any
6966 combination of the foregoing;
6967 (d) any proposed amendments to the certificate of limited partnership or partnership
6968 agreement that are, or are proposed to be, in a record of the acquired entity;
6969 (e) the other terms and conditions of the interest exchange; and
6970 (f) any other provision required by the law of this state or the partnership agreement of
6971 the acquired entity.
6972 (2) In addition to the requirements of Subsection (1), a plan of interest exchange may
6973 contain any other provision not prohibited by law.
6974 Section 256. Section 48-2e-1133 is enacted to read:
6975 48-2e-1133. Approval of interest exchange.
6976 (1) A plan of interest exchange is not effective unless it has been approved:
6977 (a) by all the partners of a domestic acquired limited partnership entitled to vote on or
6978 consent to any matter; and
6979 (b) in a record, by each partner of the domestic acquired limited partnership that will
6980 have interest holder liability for debts, obligations, and other liabilities that arise after the
6981 interest exchange becomes effective, unless:
6982 (i) the partnership agreement of the limited partnership in a record provides for the
6983 approval of an interest exchange or a merger in which some or all of its partners become
6984 subject to interest holder liability by the vote or consent of fewer than all of the partners; and
6985 (ii) the partner consented in a record to or voted for that provision of the partnership
6986 agreement or became a partner after the adoption of that provision.
6987 (2) An interest exchange involving a domestic acquired entity that is not a limited
6988 partnership is not effective unless it is approved by the domestic entity in accordance with its
6989 organic law.
6990 (3) An interest exchange involving a foreign acquired entity is not effective unless it is
6991 approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of
6992 formation.
6993 (4) Except as otherwise provided in its organic law or organic rules, the interest holders
6994 of the acquiring entity are not required to approve the interest exchange.
6995 Section 257. Section 48-2e-1134 is enacted to read:
6996 48-2e-1134. Amendment or abandonment of plan of interest exchange.
6997 (1) A plan of interest exchange may be amended only with the consent of each party to
6998 the plan, except as otherwise provided in the plan.
6999 (2) A domestic acquired limited partnership may approve an amendment of a plan of
7000 interest exchange:
7001 (a) in the same manner as the plan was approved, if the plan does not provide for the
7002 manner in which it may be amended; or
7003 (b) by the partners of the limited partnership in the manner provided in the plan, but a
7004 partner that was entitled to vote on or consent to approval of the interest exchange is entitled to
7005 vote on or consent to any amendment of the plan that will change:
7006 (i) the amount or kind of interests, securities, obligations, money, other property, rights
7007 to acquire interests or securities, or any combination of the foregoing, to be received by any of
7008 the partners of the acquired limited partnership under the plan;
7009 (ii) the certificate of limited partnership or partnership agreement of the acquired
7010 limited partnership that will be in effect immediately after the interest exchange becomes
7011 effective, except for changes that do not require approval of the partners of the acquired limited
7012 partnership under this chapter or the partnership agreement; or
7013 (iii) any other terms or conditions of the plan, if the change would adversely affect the
7014 partner in any material respect.
7015 (3) After a plan of interest exchange has been approved and before a statement of
7016 interest exchange becomes effective, the plan may be abandoned as provided in the plan.
7017 Unless prohibited by the plan, a domestic acquired limited partnership may abandon the plan in
7018 the same manner as the plan was approved.
7019 (4) If a plan of interest exchange is abandoned after a statement of interest exchange
7020 has been delivered to the division for filing and before the statement becomes effective, a
7021 statement of abandonment, signed by the acquired limited partnership, must be delivered to the
7022 division for filing before the statement of interest exchange becomes effective. The statement
7023 of abandonment takes effect on filing, and the interest exchange is abandoned and does not
7024 become effective. The statement of abandonment must contain:
7025 (a) the name of the acquired limited partnership;
7026 (b) the date on which the statement of interest exchange was delivered to the division
7027 for filing; and
7028 (c) a statement that the interest exchange has been abandoned in accordance with this
7029 section.
7030 Section 258. Section 48-2e-1135 is enacted to read:
7031 48-2e-1135. Statement of interest exchange.
7032 (1) A statement of interest exchange must be signed by a domestic acquired limited
7033 partnership and delivered to the division for filing.
7034 (2) A statement of interest exchange must contain:
7035 (a) the name of the acquired limited partnership;
7036 (b) the name, jurisdiction of formation, and type of entity of the acquiring entity;
7037 (c) a statement that the plan of interest exchange was approved by the acquired entity
7038 in accordance with Sections 48-2e-1131 through 48-2e-1136 ; and
7039 (d) any amendments to the acquired limited partnership's certificate of limited
7040 partnership approved as part of the plan of interest exchange.
7041 (3) In addition to the requirements of Subsection (2), a statement of interest exchange
7042 may contain any other provision not prohibited by law.
7043 (4) A plan of interest exchange that is signed by a domestic acquired limited
7044 partnership and meets all the requirements of Subsection (2) may be delivered to the division
7045 for filing instead of a statement of interest exchange and on filing has the same effect. If a plan
7046 of interest exchange is filed as provided in this Subsection (4), references in this part to a
7047 statement of interest exchange refer to the plan of interest exchange filed under this Subsection
7048 (4).
7049 Section 259. Section 48-2e-1136 is enacted to read:
7050 48-2e-1136. Effect of interest exchange.
7051 (1) When an interest exchange in which the acquired entity is a domestic limited
7052 partnership becomes effective:
7053 (a) the interests in the domestic acquired limited partnership that are the subject of the
7054 interest exchange cease to exist or are converted or exchanged, and the partners holding those
7055 interests are entitled only to the rights provided to them under the plan of interest exchange and
7056 to any appraisal rights they have under Section 48-2e-1108 ;
7057 (b) the acquiring entity becomes the interest holder of the interests in the acquired
7058 limited partnership stated in the plan of interest exchange to be acquired by the acquiring
7059 entity;
7060 (c) the certificate of limited partnership of the acquired limited partnership is amended
7061 as provided in the statement of interest exchange; and
7062 (d) the provisions of the partnership agreement of the acquired limited partnership that
7063 are to be in a record, if any, are amended to the extent provided in the plan of interest
7064 exchange.
7065 (2) Except as otherwise provided in the partnership agreement of a domestic acquired
7066 limited partnership, the interest exchange does not give rise to any rights that a partner or third
7067 party would have upon a dissolution, liquidation, or winding up of the acquired limited
7068 partnership.
7069 (3) When an interest exchange becomes effective, a person that did not have interest
7070 holder liability with respect to a domestic acquired limited partnership and becomes subject to
7071 interest holder liability with respect to a domestic entity as a result of the interest exchange has
7072 interest holder liability only to the extent provided by the organic law of the entity and only for
7073 those debts, obligations, and other liabilities that arise after the interest exchange becomes
7074 effective.
7075 (4) When an interest exchange becomes effective, the interest holder liability of a
7076 person that ceases to hold an interest in a domestic acquired limited partnership with respect to
7077 which the person had interest holder liability is as follows:
7078 (a) The interest exchange does not discharge any interest holder liability to the extent
7079 the interest holder liability arose before the interest exchange became effective.
7080 (b) The person does not have interest holder liability for any debt, obligation, or other
7081 liability that arises after the interest exchange becomes effective.
7082 (c) The person has whatever rights of contribution from any other person as are
7083 provided by other law, this chapter, or the partnership agreement of the acquired entity with
7084 respect to any interest holder liability preserved under Subsection (4)(a) as if the interest
7085 exchange had not occurred.
7086 Section 260. Section 48-2e-1141 is enacted to read:
7087 48-2e-1141. Conversion authorized.
7088 (1) By complying with Sections 48-2e-1141 through 48-2e-1146 a domestic limited
7089 partnership may become:
7090 (a) a domestic entity that is a different type of entity; or
7091 (b) a foreign entity that is a different type of entity, if the conversion is authorized by
7092 the law of the foreign jurisdiction.
7093 (2) By complying with the provisions of Sections 48-2e-1141 through 48-2e-1146
7094 applicable to foreign entities, a foreign entity that is not a foreign limited partnership may
7095 become a domestic limited partnership if the conversion is authorized by the law of the foreign
7096 entity's jurisdiction of formation.
7097 (3) If a protected agreement contains a provision that applies to a merger of a domestic
7098 limited partnership but does not refer to a conversion, the provision applies to a conversion of
7099 the entity as if the conversion were a merger until the provision is amended after January 1,
7100 2014.
7101 Section 261. Section 48-2e-1142 is enacted to read:
7102 48-2e-1142. Plan of conversion.
7103 (1) A domestic limited partnership may convert to a different type of entity under
7104 Sections 48-2e-1141 through 48-2e-1146 by approving a plan of conversion. The plan must be
7105 in a record and contain:
7106 (a) the name of the converting limited partnership;
7107 (b) the name, jurisdiction of formation, and type of entity of the converted entity;
7108 (c) the manner of converting the interests in the converting limited partnership into
7109 interests, securities, obligations, money, other property, rights to acquire interests or securities,
7110 or any combination of the foregoing;
7111 (d) the proposed public organic record of the converted entity if it will be a filing
7112 entity;
7113 (e) the full text of the private organic rules of the converted entity that are proposed to
7114 be in a record;
7115 (f) the other terms and conditions of the conversion; and
7116 (g) any other provision required by the law of this state or the partnership agreement of
7117 the converting limited partnership.
7118 (2) In addition to the requirements of Subsection (1), a plan of conversion may contain
7119 any other provision not prohibited by law.
7120 Section 262. Section 48-2e-1143 is enacted to read:
7121 48-2e-1143. Approval of conversion.
7122 (1) A plan of conversion is not effective unless it has been approved:
7123 (a) by a domestic converting limited partnership by all of the partners of the limited
7124 partnership entitled to vote on or consent to any matter; and
7125 (b) in a record, by each partner of a domestic converting limited partnership that will
7126 have interest holder liability for debts, obligations, and other liabilities that arise after the
7127 conversion becomes effective:
7128 (i) the partnership agreement of the limited partnership provides in a record for the
7129 approval of a conversion or a merger in which some or all of its partners become subject to
7130 interest holder liability by the vote or consent of fewer than all the interest holders; and
7131 (ii) the partner voted for or consented in a record to that provision of the partnership
7132 agreement or became a partner after the adoption of that provision.
7133 (2) A conversion involving a domestic converting entity that is not a limited
7134 partnership is not effective unless it is approved by the domestic converting entity in
7135 accordance with its organic law.
7136 (3) A conversion of a foreign converting entity is not effective unless it is approved by
7137 the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
7138 Section 263. Section 48-2e-1144 is enacted to read:
7139 48-2e-1144. Amendment or abandonment of plan of conversion.
7140 (1) A plan of conversion of a domestic converting limited partnership may be
7141 amended:
7142 (a) in the same manner as the plan was approved, if the plan does not provide for the
7143 manner in which it may be amended; or
7144 (b) by the partners of the limited partnership in the manner provided in the plan, but a
7145 partner that was entitled to vote on or consent to approval of the conversion is entitled to vote
7146 on or consent to any amendment of the plan that will change:
7147 (i) the amount or kind of interests, securities, obligations, money, other property, rights
7148 to acquire interests or securities, or any combination of the foregoing, to be received by any of
7149 the partners of the converting entity under the plan;
7150 (ii) the public organic record or private organic rules of the converted entity that will be
7151 in effect immediately after the conversion becomes effective, except for changes that do not
7152 require approval of the interest holders of the converted entity under its organic law or organic
7153 rules; or
7154 (iii) any other terms or conditions of the plan, if the change would adversely affect the
7155 partner in any material respect.
7156 (2) After a plan of conversion has been approved by a domestic converting limited
7157 partnership and before a statement of conversion becomes effective, the plan may be
7158 abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting
7159 limited partnership may abandon the plan in the same manner as the plan was approved.
7160 (3) If a plan of conversion is abandoned after a statement of conversion has been
7161 delivered to the division for filing and before the statement becomes effective, a statement of
7162 abandonment, signed by the converting entity, must be delivered to the division for filing
7163 before the time the statement of conversion becomes effective. The statement of abandonment
7164 takes effect on filing, and the conversion is abandoned and does not become effective. The
7165 statement of abandonment must contain:
7166 (a) the name of the converting limited partnership;
7167 (b) the date on which the statement of conversion was delivered to the division for
7168 filing; and
7169 (c) a statement that the conversion has been abandoned in accordance with this section.
7170 Section 264. Section 48-2e-1145 is enacted to read:
7171 48-2e-1145. Statement of conversion.
7172 (1) A statement of conversion must be signed by the converting entity and delivered to
7173 the division for filing.
7174 (2) A statement of conversion must contain:
7175 (a) the name, jurisdiction of formation, and type of entity of the converting entity;
7176 (b) the name, jurisdiction of formation, and type of entity of the converted entity;
7177 (c) if the converting entity is a domestic entity, a statement that the plan of conversion
7178 was approved in accordance with Sections 48-2e-1141 through 48-2e-1146 or, if the converting
7179 entity is a foreign entity, a statement that the conversion was approved by the foreign
7180 converting entity in accordance with the law of its jurisdiction of formation;
7181 (d) if the converted entity is a domestic filing entity, the text of its public organic
7182 record, as an attachment;
7183 (e) if the converted entity is a domestic limited liability partnership, the text of its
7184 statement of qualification, as an attachment; and
7185 (f) if the converted entity is a foreign entity that is not a registered foreign entity, a
7186 mailing address to which the division may send any process served on the division pursuant to
7187 Subsection 48-2e-1146 (5).
7188 (3) In addition to the requirements of Subsection (2), a statement of conversion may
7189 contain any other provision not prohibited by law.
7190 (4) If the converted entity is a domestic entity, its public organic record, if any, must
7191 satisfy the requirements of the law of this state, but the public organic record does not need to
7192 be signed.
7193 (5) A plan of conversion that is signed by a domestic converting entity and meets all
7194 the requirements of Subsection (2) may be delivered to the division for filing instead of a
7195 statement of conversion and on filing has the same effect. If a plan of conversion is filed as
7196 provided in this Subsection (5), references in this part to a statement of conversion refer to the
7197 plan of conversion filed under this Subsection (5).
7198 Section 265. Section 48-2e-1146 is enacted to read:
7199 48-2e-1146. Effect of conversion.
7200 (1) When a conversion in which the converted entity is a domestic limited partnership
7201 becomes effective:
7202 (a) the converted entity is:
7203 (i) organized under and subject to this chapter; and
7204 (ii) the same entity without interruption as the converting entity;
7205 (b) all property of the converting entity continues to be vested in the converted entity
7206 without transfer, reversion, or impairment;
7207 (c) all debts, obligations, and other liabilities of the converting entity continue as debts,
7208 obligations, and other liabilities of the converted entity;
7209 (d) except as otherwise provided by law or the plan of conversion, all the rights,
7210 privileges, immunities, powers, and purposes of the converting entity remain in the converted
7211 entity;
7212 (e) the name of the converted entity may be substituted for the name of the converting
7213 entity in any pending action or proceeding;
7214 (f) the provisions of the partnership agreement of the converted entity that are to be in a
7215 record, if any, approved as part of the plan of conversion are effective; and
7216 (g) the interests in the converting entity are converted, and the interest holders of the
7217 converting entity are entitled only to the rights provided to them under the plan of conversion
7218 and to any appraisal rights they have under Section 48-2e-1108 and the converting entity's
7219 organic law.
7220 (2) Except as otherwise provided in the partnership agreement of a domestic converting
7221 limited partnership, the conversion does not give rise to any rights that a partner or third party
7222 would have upon a dissolution, liquidation, or winding up of the converting entity.
7223 (3) When a conversion becomes effective, a person that did not have interest holder
7224 liability with respect to the converting entity and becomes subject to interest holder liability
7225 with respect to a domestic entity as a result of the conversion has interest holder liability only
7226 to the extent provided by the organic law of the entity and only for those debts, obligations, and
7227 other liabilities that arise after the conversion becomes effective.
7228 (4) When a conversion becomes effective, the interest holder liability of a person that
7229 ceases to hold an interest in a domestic limited partnership with respect to which the person
7230 had interest holder liability is as follows:
7231 (a) The conversion does not discharge any interest holder liability to the extent the
7232 interest holder liability arose before the conversion became effective.
7233 (b) The person does not have interest holder liability for any debt, obligation, or other
7234 liability that arises after the conversion becomes effective.
7235 (c) The person has whatever rights of contribution from any other person as are
7236 provided by law other than this chapter, this chapter, or the partnership agreement of the
7237 converting entity with respect to any interest holder liability preserved under Subsection (4)(a)
7238 as if the conversion had not occurred.
7239 (5) When a conversion becomes effective, a foreign entity that is the converted entity
7240 may be served with process in this state for the collection and enforcement of any of its debts,
7241 obligations, and other liabilities as provided in Section 16-17-301 .
7242 (6) If the converting entity is a registered foreign entity, its registration to do business
7243 in this state is canceled when the conversion becomes effective.
7244 (7) A conversion does not require the entity to wind up its affairs and does not
7245 constitute or cause the dissolution of the entity.
7246 Section 266. Section 48-2e-1151 is enacted to read:
7247 48-2e-1151. Domestication authorized.
7248 (1) By complying with Sections 48-2e-1151 through 48-2e-1156 , a domestic limited
7249 partnership may become a foreign limited partnership if the domestication is authorized by the
7250 law of the foreign jurisdiction.
7251 (2) By complying with the provisions of Sections 48-2e-1151 through 48-2e-1156
7252 applicable to foreign limited partnerships, a foreign limited partnership may become a domestic
7253 limited partnership if the domestication is authorized by the law of the foreign limited
7254 partnership's jurisdiction of formation.
7255 (3) If a protected agreement contains a provision that applies to a merger of a domestic
7256 limited partnership but does not refer to a domestication, the provision applies to a
7257 domestication of the limited partnership as if the domestication were a merger until the
7258 provision is amended after January 1, 2014.
7259 Section 267. Section 48-2e-1152 is enacted to read:
7260 48-2e-1152. Plan of domestication.
7261 (1) A domestic limited partnership may become a foreign limited partnership in a
7262 domestication by approving a plan of domestication. The plan must be in a record and contain:
7263 (a) the name of the domesticating limited partnership;
7264 (b) the name and jurisdiction of formation of the domesticated limited partnership;
7265 (c) the manner of converting the interests in the domesticating limited partnership into
7266 interests, securities, obligations, money, other property, rights to acquire interests or securities,
7267 or any combination of the foregoing;
7268 (d) the proposed certificate of limited partnership of the domesticated limited
7269 partnership;
7270 (e) the full text of the partnership agreement of the domesticated limited partnership
7271 rights to acquire interests or securities, that are proposed to be in a record;
7272 (f) the other terms and conditions of the domestication; and
7273 (g) any other provision required by the law of this state or the partnership agreement of
7274 the domesticating limited partnership.
7275 (2) In addition to the requirements of Subsection (1), a plan of domestication may
7276 contain any other provision not prohibited by law.
7277 Section 268. Section 48-2e-1153 is enacted to read:
7278 48-2e-1153. Approval of domestication.
7279 (1) A plan of domestication of a domestic domesticating limited partnership is not
7280 effective unless it has been approved:
7281 (a) by all the partners entitled to vote on or consent to any matter; and
7282 (b) in a record, by each partner that will have interest holder liability for debts,
7283 obligations, and other liabilities that arise after the domestication becomes effective, unless:
7284 (i) the partnership agreement of the entity in a record provide for the approval of a
7285 domestication or merger in which some or all of its partners become subject to interest holder
7286 liability by the vote or consent of fewer than all the partners; and
7287 (ii) the partner voted for or consented in a record to that provision of the partnership
7288 agreement or became a partner after the adoption of that provision.
7289 (2) A domestication of a foreign domesticating limited partnership is not effective
7290 unless it is approved in accordance with the law of the foreign limited partnership's jurisdiction
7291 of formation.
7292 Section 269. Section 48-2e-1154 is enacted to read:
7293 48-2e-1154. Amendment or abandonment of plan of domestication.
7294 (1) A plan of domestication of a domestic domesticating limited partnership may be
7295 amended:
7296 (a) in the same manner as the plan was approved, if the plan does not provide for the
7297 manner in which it may be amended; or
7298 (b) by the partners of the limited partnership in the manner provided in the plan, but a
7299 partner that was entitled to vote on or consent to approval of the domestication is entitled to
7300 vote on or consent to any amendment of the plan that will change:
7301 (i) the amount or kind of interests, securities, obligations, money, other property, rights
7302 to acquire interests or securities, or any combination of the foregoing, to be received by any of
7303 the partners of the domesticating limited partnership under the plan;
7304 (ii) the certificate of limited partnership or partnership agreement of the domesticated
7305 limited partnership that will be in effect immediately after the domestication becomes effective,
7306 except for changes that do not require approval of the partners of the domesticated limited
7307 partnership under its organic law or partnership agreement; or
7308 (iii) any other terms or conditions of the plan, if the change would adversely affect the
7309 partner in any material respect.
7310 (2) After a plan of domestication has been approved by a domestic domesticating
7311 limited partnership and before a statement of domestication becomes effective, the plan may be
7312 abandoned as provided in the plan. Unless prohibited by the plan, by a domestic domesticating
7313 limited partnership may abandon the plan in the same manner as the plan was approved.
7314 (3) If a plan of domestication is abandoned after a statement of domestication has been
7315 delivered to the division for filing and before the statement becomes effective, a statement of
7316 abandonment, signed by the limited partnership, must be delivered to the division for filing
7317 before the time the statement of domestication becomes effective. The statement of
7318 abandonment takes effect on filing, and the domestication is abandoned and does not become
7319 effective. The statement of abandonment must contain:
7320 (a) the name of the domesticating limited partnership;
7321 (b) the date on which the statement of domestication was delivered to the division for
7322 filing; and
7323 (c) a statement that the domestication has been abandoned in accordance with this
7324 section.
7325 Section 270. Section 48-2e-1155 is enacted to read:
7326 48-2e-1155. Statement of domestication.
7327 (1) A statement of domestication must be signed by the domesticating limited
7328 partnership and delivered to the division for filing.
7329 (2) A statement of domestication must contain:
7330 (a) the name and jurisdiction of formation of the domesticating limited partnership;
7331 (b) the name and jurisdiction of formation of the domesticated limited partnership;
7332 (c) if the domesticating limited partnership is a domestic limited partnership, a
7333 statement that the plan of domestication was approved in accordance with Sections 48-2e-1151
7334 through 48-2e-1156 or, if the domesticating limited partnership is a foreign limited partnership,
7335 a statement that the domestication was approved in accordance with the law of its jurisdiction
7336 of formation;
7337 (d) the certificate of limited partnership of the domesticated limited partnership, as an
7338 attachment; and
7339 (e) if the domesticated foreign limited partnership is not a registered foreign limited
7340 partnership, a mailing address to which the division may send any process served on the
7341 division pursuant to Subsection 48-2e-1156 (5).
7342 (3) In addition to the requirements of Subsection (2), a statement of domestication may
7343 contain any other provision not prohibited by law.
7344 (4) The certificate of limited partnership of a domesticated domestic limited
7345 partnership must satisfy the requirements of the law of this state, but the certificate does not
7346 need to be signed.
7347 (5) A plan of domestication that is signed by a domesticating domestic limited
7348 partnership and meets all of the requirements of Subsection (2) may be delivered to the division
7349 for filing instead of a statement of domestication and on filing has the same effect. If a plan of
7350 domestication is filed as provided in this Subsection (5), references in this part to a statement
7351 of domestication refer to the plan of domestication filed under this Subsection (5).
7352 Section 271. Section 48-2e-1156 is enacted to read:
7353 48-2e-1156. Effect of domestication.
7354 (1) When a domestication becomes effective:
7355 (a) the domesticated limited partnership is:
7356 (i) organized under and subject to the organic law of the domesticated limited
7357 partnership; and
7358 (ii) the same entity without interruption as the domesticating limited partnership;
7359 (b) all property of the domesticating limited partnership continues to be vested in the
7360 domesticated limited partnership without transfer, reversion, or impairment;
7361 (c) all debts, obligations, and other liabilities of the domesticating limited partnership
7362 continue as debts, obligations, and other liabilities of the domesticated limited partnership;
7363 (d) except as otherwise provided by law or the plan of domestication, all the rights,
7364 privileges, immunities, powers, and purposes of the domesticating limited partnership remain
7365 in the domesticated limited partnership;
7366 (e) the name of the domesticated limited partnership may be substituted for the name of
7367 the domesticating limited partnership in any pending action or proceeding;
7368 (f) the certificate of limited partnership of the domesticated limited partnership is
7369 effective;
7370 (g) the provisions of the partnership agreement of the domesticated limited partnership
7371 that are to be in a record, if any, approved as part of the plan of domestication are effective; and
7372 (h) the interests in the domesticating limited partnership are converted to the extent and
7373 as approved in connection with the domestication, and the partners of the domesticating limited
7374 partnership are entitled only to the rights provided to them under the plan of domestication and
7375 to any appraisal rights they have under Section 48-2e-1108 .
7376 (2) Except as otherwise provided in the organic law or partnership agreement of the
7377 domesticating limited partnership, the domestication does not give rise to any rights that a
7378 partner or third party would have upon a dissolution, liquidation, or winding up of the
7379 domesticating limited partnership.
7380 (3) When a domestication becomes effective, a person that did not have interest holder
7381 liability with respect to the domesticating limited partnership and becomes subject to interest
7382 holder liability with respect to a domestic limited partnership as a result of the domestication
7383 has interest holder liability only to the extent provided by the organic law of the domestic
7384 limited partnership and only for those debts, obligations, and other liabilities that arise after the
7385 domestication becomes effective.
7386 (4) When a domestication becomes effective, the following rules apply:
7387 (a) The domestication does not discharge any interest holder liability under this chapter
7388 to the extent the interest holder liability arose before the domestication became effective.
7389 (b) A person does not have interest holder liability under this part for any debt,
7390 obligation, or other liability that arise after the domestication becomes effective.
7391 (c) A person has whatever rights of contribution from any other person as are provided
7392 by law other than this chapter, this chapter, or the partnership agreement of a domestic
7393 domesticating limited partnership with respect to any interest holder liability preserved under
7394 Subsection (4)(a) as if the domestication had not occurred.
7395 (5) When a domestication becomes effective, a foreign limited partnership that is the
7396 domesticated limited partnership may be served with process in this state for the collection and
7397 enforcement of any of its debts, obligations, and other liabilities as provided in Section
7398 16-17-301 .
7399 (6) If the domesticating limited partnership is a registered foreign limited partnership,
7400 the registration of the foreign limited partnership is canceled when the domestication becomes
7401 effective.
7402 (7) A domestication does not require the limited partnership to wind up its affairs and
7403 does not constitute or cause the dissolution of the limited partnership.
7404 Section 272. Section 48-2e-1201 is enacted to read:
7405
7406 48-2e-1201. Uniformity of application and construction.
7407 In applying and construing this chapter, consideration must be given to the need to
7408 promote uniformity of the law with respect to its subject matter among states that enact the
7409 uniform act upon which this chapter is based.
7410 Section 273. Section 48-2e-1202 is enacted to read:
7411 48-2e-1202. Severability clause.
7412 If any provision of this chapter or its application to any person or circumstance is held
7413 invalid, the invalidity does not affect other provisions or applications of this chapter which can
7414 be given effect without the invalid provision or application, and to this end the provisions of
7415 this chapter are severable.
7416 Section 274. Section 48-2e-1203 is enacted to read:
7417 48-2e-1203. Relation to Electronic Signatures in Global and National Commerce
7418 Act.
7419 This chapter modifies, limits, and supersedes the Electronic Signatures in Global and
7420 National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but this chapter does not modify, limit,
7421 or supersede Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of
7422 any of the notices described in Sec. 103(b) of that act, 15 U.S.C. Sec. 7003(b).
7423 Section 275. Section 48-2e-1204 is enacted to read:
7424 48-2e-1204. Savings clause.
7425 This chapter does not affect an action commenced, proceeding brought, or right accrued
7426 before this chapter takes effect.
7427 Section 276. Section 48-2e-1205 is enacted to read:
7428 48-2e-1205. Application to existing relationships.
7429 (1) Before January 1, 2016, this chapter governs only:
7430 (a) a limited partnership formed on or after January 1, 2014; and
7431 (b) except as otherwise provided in Subsections (3) and (4), a limited partnership
7432 formed before January 1, 2014, which elects, in the manner provided in its partnership
7433 agreement or by law for amending the partnership agreement, to be subject to this chapter.
7434 (2) Except as otherwise provided in Subsection (3), on and after January 1, 2016, this
7435 chapter governs all limited partnerships.
7436 (3) With respect to a limited partnership formed before January 1, 2014, the following
7437 rules apply except as the partners otherwise elect in the manner provided in the partnership
7438 agreement or by law for amending the partnership agreement:
7439 (a) Subsection 48-2e-104 (3) does not apply and the limited partnership has whatever
7440 duration it had under the law applicable immediately before January 1, 2014.
7441 (b) Sections 48-2e-601 and 48-2e-602 do not apply and a limited partner has the same
7442 right and power to dissociate from the limited partnership, with the same consequences, as
7443 existed immediately before January 1, 2014.
7444 (c) Subsection 48-2e-603 (4) does not apply and the partners have the same right and
7445 power to expel a general partner as existed immediately before January 1, 2014.
7446 (d) Subsection 48-2e-603 (5) does not apply and a court has the same power to expel a
7447 general partner as the court had immediately before January 1, 2014.
7448 (e) Subsection 48-2e-801 (1)(c) does not apply and the connection between a person's
7449 dissociation as a general partner and the dissolution of the limited partnership is the same as
7450 existed immediately before January 1, 2014.
7451 (4) With respect to a limited partnership that elects pursuant to Subsection (1)(b) to be
7452 subject to this chapter, after the election takes effect the provisions of this chapter relating to
7453 the liability of the limited partnership's general partners to third parties apply:
7454 (a) before January 1, 2016, to:
7455 (i) a third party that had not done business with the limited partnership in the year
7456 before the election took effect; and
7457 (ii) a third party that had done business with the limited partnership in the year before
7458 the election took effect only if the third party knows or has received a notification of the
7459 election; and
7460 (b) on and after January 1, 2016, to all third parties, but those provisions remain
7461 inapplicable to any obligation incurred while those provisions were inapplicable under
7462 Subsection (4)(a)(ii).
7463 Section 277. Section 48-3a-101 is enacted to read:
7464
7465
7466 48-3a-101. Title.
7467 This chapter may be cited as the "Utah Revised Uniform Limited Liability Company
7468 Act."
7469 Section 278. Section 48-3a-102 is enacted to read:
7470 48-3a-102. Definitions.
7471 As used in this chapter:
7472 (1) "Certificate of organization" means the certificate required by Section 48-3a-201 .
7473 The term includes the certificate as amended or restated.
7474 (2) "Contribution," except in the phrase "right of contribution," means property or a
7475 benefit described in Section 48-3a-402 , which is provided by a person to a limited liability
7476 company to become a member or in the person's capacity as a member.
7477 (3) "Debtor in bankruptcy" means a person that is the subject of:
7478 (a) an order for relief under Title 11 of the United States Code or a comparable order
7479 under a successor statute of general application; or
7480 (b) a comparable order under federal, state, or foreign law governing insolvency.
7481 (4) "Distribution" means a transfer of money or other property from a limited liability
7482 company to a person on account of a transferable interest or in the person's capacity as a
7483 member. The term:
7484 (a) includes:
7485 (i) a redemption or other purchase by a limited liability company of a transferable
7486 interest; and
7487 (ii) a transfer to a member in return for the member's relinquishment of any right to
7488 participate as a member in the management or conduct of the company's activities and affairs
7489 or to have access to records or other information concerning the company's activities and
7490 affairs; and
7491 (b) does not include amounts constituting reasonable compensation for present or past
7492 service or payments made in the ordinary course of business under a bona fide retirement plan
7493 or other bona fide benefits program.
7494 (5) "Division" means the Division of Corporations and Commercial Code.
7495 (6) "Foreign limited liability company" means an unincorporated entity formed under
7496 the law of a jurisdiction other than this state, which would be a limited liability company,
7497 including a low-profit limited liability company, if formed under the law of this state.
7498 (7) "Governing person" means a person, alone or in concert with others, by or under
7499 whose authority the powers of the limited liability company are exercised and under whose
7500 direction the activities and affairs of the limited liability company are managed pursuant to this
7501 chapter and the limited liability company's operating agreement. The term includes:
7502 (a) a manager of a manager-managed limited liability company;
7503 (b) a member of a member-managed limited liability company; and
7504 (c) the chief executive officer of a limited liability company in which officers have
7505 been appointed, regardless of the actual designated title.
7506 (8) "Jurisdiction," used to refer to a political entity, means the United States, a state, a
7507 foreign country, or a political subdivision of a foreign country.
7508 (9) "Jurisdiction of formation" means, with respect to an entity, the jurisdiction:
7509 (a) under whose law the entity is formed; or
7510 (b) in the case of a limited liability partnership or foreign limited liability partnership,
7511 in which the partnership's statement of qualification is filed.
7512 (10) "Limited liability company," except in the phrase "foreign limited liability
7513 company," means an entity formed under this chapter or which becomes subject to this chapter
7514 under Part 10, Merger, Interest Exchange, Conversion, and Domestication, or Section
7515 48-3a-1405 .
7516 (11) "Low-profit limited liability company" means a limited liability company meeting
7517 the requirements of Part 13, Low-Profit Limited Liability Companies.
7518 (12) "Manager" means a person that under the operating agreement of a manager-
7519 managed limited liability company is responsible, alone or in concert with others, for
7520 performing the management functions stated in Subsection 48-3a-407 (3).
7521 (13) "Manager-managed limited liability company" means a limited liability company
7522 that qualifies under Subsection 48-3a-407 (1).
7523 (14) "Member" means a person that:
7524 (a) has become a member of a limited liability company under Section 48-3a-401 or
7525 was a member in a company when the company became subject to this chapter under Section
7526 48-3a-1405 ; and
7527 (b) has not dissociated under Section 48-3a-602 .
7528 (15) "Member-managed limited liability company" means a limited liability company
7529 that is not a manager-managed limited liability company.
7530 (16) "Operating agreement" means the agreement, whether or not referred to as an
7531 operating agreement and whether oral, implied, in a record, or in any combination thereof, of
7532 all the members of a limited liability company, including a sole member, concerning the
7533 matters described in Subsection 48-3a-112 (1). The term includes the agreement as amended or
7534 restated.
7535 (17) "Organizer" means a person that acts under Section 48-3a-201 to form a limited
7536 liability company.
7537 (18) "Person" means an individual, business corporation, nonprofit corporation,
7538 partnership, limited partnership, limited liability company, limited cooperative association,
7539 unincorporated nonprofit association, statutory trust, business trust, common-law business
7540 trust, estate, trust, association, joint venture, public corporation, government or governmental
7541 subdivision, agency, or instrumentality, or any other legal or commercial entity.
7542 (19) "Principal office" means the principal executive office of a limited liability
7543 company or foreign limited liability company, whether or not the office is located in this state.
7544 (20) "Professional services company" means a limited liability company organized in
7545 accordance with Part 11, Professional Services Companies.
7546 (21) "Property" means all property, whether real, personal, or mixed or tangible or
7547 intangible, or any right or interest therein.
7548 (22) "Record," used as a noun, means information that is inscribed on a tangible
7549 medium or that is stored in an electronic or other medium and is retrievable in perceivable
7550 form.
7551 (23) "Registered agent" means an agent of a limited liability company or foreign
7552 limited liability company which is authorized to receive service of any process, notice, or
7553 demand required or permitted by law to be served on the company.
7554 (24) "Registered foreign limited liability company" means a foreign limited liability
7555 company that is registered to do business in this state pursuant to a statement of registration
7556 filed by the division.
7557 (25) "Series" means a series created in accordance with Part 12, Series Limited
7558 Liability Companies.
7559 (26) "Sign" means, with present intent to authenticate or adopt a record:
7560 (a) to execute or adopt a tangible symbol; or
7561 (b) to attach to or logically associate with the record an electronic symbol, sound, or
7562 process.
7563 (27) "State" means a state of the United States, the District of Columbia, Puerto Rico,
7564 the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction
7565 of the United States.
7566 (28) "Transfer" includes:
7567 (a) an assignment;
7568 (b) a conveyance;
7569 (c) a sale;
7570 (d) a lease;
7571 (e) an encumbrance, including a mortgage or security interest;
7572 (f) a gift; and
7573 (g) a transfer by operation of law.
7574 (29) "Transferable interest" means the right, as initially owned by a person in the
7575 person's capacity as a member, to receive distributions from a limited liability company in
7576 accordance with the operating agreement, whether or not the person remains a member or
7577 continues to own any part of the right. The term applies to any fraction of the interest by
7578 whomever owned.
7579 (30) "Transferee" means a person to which all or part of a transferable interest has been
7580 transferred, whether or not the transferor is a member. The term includes a person that owns a
7581 transferable interest under Subsection 48-3a-603 (1)(c).
7582 (31) "Tribal limited liability company" means a limited liability company that is:
7583 (a) formed under the law of a tribe; and
7584 (b) at least 51% owned or controlled by the tribe under whose law the limited liability
7585 company is formed.
7586 (32) "Tribe" means a tribe, band, nation, pueblo, or other organized group or
7587 community of Indians, including an Alaska Native village that is legally recognized as eligible
7588 for and is consistent with a special program, service, or entitlement provided by the United
7589 States to Indians because of their status as Indians.
7590 Section 279. Section 48-3a-103 is enacted to read:
7591 48-3a-103. Knowledge -- Notice.
7592 (1) A person knows a fact if the person:
7593 (a) has actual knowledge of it; or
7594 (b) is deemed to know it under Subsection (4)(a) or law other than this chapter.
7595 (2) A person has notice of a fact if the person:
7596 (a) has reason to know the fact from all the facts known to the person at the time in
7597 question; or
7598 (b) is deemed to have notice of the fact under Subsection (4)(b).
7599 (3) Subject to Subsection 48-3a-209 (6), a person notifies another person of a fact by
7600 taking steps reasonably required to inform the other person in ordinary course, whether or not
7601 those steps cause the other person to know the fact.
7602 (4) A person not a member is deemed:
7603 (a) to know of a limitation on authority to transfer real property as provided in
7604 Subsection 48-3a-302 (7); and
7605 (b) to have notice of a limited liability company's:
7606 (i) dissolution 90 days after a statement of dissolution under Subsection
7607 48-3a-703 (2)(b)(i) becomes effective;
7608 (ii) termination 90 days after a statement of termination under Subsection
7609 48-3a-703 (2)(b)(vi) becomes effective;
7610 (iii) participation in a merger, interest exchange, conversion, or domestication 90 days
7611 after a statement of merger, interest exchange, conversion, or domestication under Part 10,
7612 Merger, Interest Exchange, Conversion, and Domestication, becomes effective; and
7613 (iv) abandonment of a merger, interest exchange, conversion, or domestication 90 days
7614 after a statement of abandonment of merger, interest exchange, conversion, or domestication
7615 under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective.
7616 Section 280. Section 48-3a-104 is enacted to read:
7617 48-3a-104. Nature, purpose, and duration of limited liability company.
7618 (1) A limited liability company is an entity distinct from its member or members.
7619 (2) A limited liability company may have any lawful purpose, regardless of whether for
7620 profit.
7621 (3) A limited liability company has perpetual duration.
7622 Section 281. Section 48-3a-105 is enacted to read:
7623 48-3a-105. Powers.
7624 A limited liability company has the capacity to sue and be sued in its own name and the
7625 power to do all things necessary or convenient to carry on its activities and affairs.
7626 Section 282. Section 48-3a-106 is enacted to read:
7627 48-3a-106. Governing law.
7628 The law of this state governs:
7629 (1) the internal affairs of a limited liability company; and
7630 (2) the liability of a member as member and a manager as manager for the debts,
7631 obligations, or other liabilities of a limited liability company.
7632 Section 283. Section 48-3a-107 is enacted to read:
7633 48-3a-107. Supplemental principles of law.
7634 Unless displaced by particular provisions of this chapter, the principles of law and
7635 equity supplement this chapter.
7636 Section 284. Section 48-3a-108 is enacted to read:
7637 48-3a-108. Permitted names.
7638 (1) Except as provided in Section 48-3a-1104 or 48-3a-1302 , the name of a limited
7639 liability company must contain the words "limited liability company" or "limited company" or
7640 the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.",
7641 and "company" may be abbreviated as "Co.".
7642 (2) Except as otherwise provided in Subsection (4), the name of a limited liability
7643 company, and the name under which a foreign limited liability company may register to do
7644 business in this state, must be distinguishable on the records of the division from:
7645 (a) the name of an existing person whose formation required the filing of a record by
7646 the division;
7647 (b) the name of a limited liability partnership;
7648 (c) the name of a person registered to do business in this state by the filing of a record
7649 by the division;
7650 (d) each name reserved under Section 48-3a-109 or other law of this state providing for
7651 the reservation of a name by the filing of a record by the division;
7652 (e) each name registered under Section 48-3a-110 or other law of this state providing
7653 for the registration of a name by the filing of a record by the division; and
7654 (f) an assumed name registered under Title 42, Chapter 2, Conducting Business Under
7655 Assumed Name.
7656 (3) If a person consents in a record to the use of its name and submits an undertaking in
7657 a form satisfactory to the division to change its name to a name that is distinguishable on the
7658 records of the division from any name in any category of names in Subsection (2), the name of
7659 the consenting person may be used by the person to which the consent was given.
7660 (4) Except as otherwise provided in Subsection (5), in determining whether a name is
7661 the same as or not distinguishable on the records of the division from the name of another
7662 entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation",
7663 "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional
7664 association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited
7665 liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP",
7666 "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited
7667 liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC",
7668 "L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken
7669 into account.
7670 (5) A person may consent in a record to the use of a name that is not distinguishable on
7671 the records of the division from its name except for the addition of a word, phrase, or
7672 abbreviation indicating the type of person as provided in Subsection (4). In such a case, the
7673 person need not change its name pursuant to Subsection (2).
7674 (6) The division may not approve for filing a name that implies that a limited liability
7675 company is an agency of this state or any of its political subdivisions, if it is not actually such a
7676 legally established agency or subdivision.
7677 (7) The authorization to file a certificate under or to reserve or register a limited
7678 liability company name as granted by the division does not:
7679 (a) abrogate or limit the law governing unfair competition or unfair trade practices;
7680 (b) derogate from the common law, the principles of equity, or the statutes of this state
7681 or of the United States with respect to the right to acquire and protect names and trademarks; or
7682 (c) create an exclusive right in geographic or generic terms contained within a name.
7683 (8) The name of a limited liability company or foreign limited liability company may
7684 not contain:
7685 (a) the words:
7686 (i) "association";
7687 (ii) "corporation";
7688 (iii) "incorporated";
7689 (iv) "partnership"; or
7690 (v) "limited partnership";
7691 (b) any word or abbreviation that is of like import to the words listed in Subsection
7692 (8)(a);
7693 (c) without the written consent of the United States Olympic Committee, the words:
7694 (i) "Olympic";
7695 (ii) "Olympiad"; or
7696 (iii) "Citius Altius Fortius"; and
7697 (d) without the written consent of the Division of Consumer Protection issued in
7698 accordance with Section 13-34-114 the words:
7699 (i) "university";
7700 (ii) "college"; or
7701 (iii) "institute" or "institution".
7702 Section 285. Section 48-3a-109 is enacted to read:
7703 48-3a-109. Reservation of name.
7704 (1) A person may reserve the exclusive use of a name that complies with Section
7705 48-3a-108 by delivering an application to the division for filing. The application must state the
7706 name and address of the applicant and the name to be reserved. If the division finds that the
7707 name is available, the division shall reserve the name for the applicant's exclusive use for 120
7708 days.
7709 (2) The owner of a reserved name may transfer the reservation to another person by
7710 delivering to the division a signed notice in a record of the transfer, which states the name and
7711 address of the transferee.
7712 Section 286. Section 48-3a-110 is enacted to read:
7713 48-3a-110. Registration of name.
7714 (1) A foreign limited liability company not registered to do business in this state under
7715 Part 9, Foreign Limited Liability Companies, may register its name, or an alternate name
7716 adopted pursuant to Section 48-3a-906 , if the name is distinguishable on the records of the
7717 division from the names that are not available under Section 48-3a-108 .
7718 (2) To register its name or an alternate name adopted pursuant to Section 48-3a-906 , a
7719 foreign limited liability company must deliver to the division for filing an application stating
7720 the foreign limited liability company's name, the jurisdiction and date of its formation, and any
7721 alternate name adopted pursuant to Section 48-3a-906 . If the division finds that the name
7722 applied for is available, the division shall register the name for the applicant's exclusive use.
7723 (3) The registration of a name under this section is effective for one year after the date
7724 of registration.
7725 (4) A foreign limited liability company whose name registration is effective may renew
7726 the registration for successive one-year periods by delivering, not earlier than three months
7727 before the expiration of the registration, to the division for filing a renewal application that
7728 complies with this section. When filed, the renewal application renews the registration for a
7729 succeeding one-year period.
7730 (5) A foreign limited liability company whose name registration is effective may
7731 register as a foreign limited liability company under the registered name or consent in a signed
7732 record to the use of that name by another person that is not an individual.
7733 Section 287. Section 48-3a-111 is enacted to read:
7734 48-3a-111. Registered agent.
7735 (1) Each limited liability company and each registered foreign limited liability
7736 company shall designate in accordance with Subsection 16-17-203 (1) and maintain a registered
7737 agent in this state.
7738 (2) A limited liability company or registered foreign limited liability company may
7739 change its registered agent or the address of its registered agent by filing with the division a
7740 statement of change in accordance with Section 16-17-206 .
7741 Section 288. Section 48-3a-112 is enacted to read:
7742 48-3a-112. Operating agreement -- Scope, functions, and limitations.
7743 (1) Except as otherwise provided in Subsections (3) and (4), the operating agreement
7744 governs:
7745 (a) relations among the members as members and between the members and the
7746 limited liability company;
7747 (b) the rights and duties under this chapter of a person in the capacity of manager;
7748 (c) the activities and affairs of the limited liability company and the conduct of those
7749 activities and affairs; and
7750 (d) the means and conditions for amending the operating agreement.
7751 (2) To the extent the operating agreement does not provide for a matter described in
7752 Subsection (1), this chapter governs the matter.
7753 (3) An operating agreement may not:
7754 (a) vary a limited liability company's capacity under Section 48-3a-105 to sue and be
7755 sued in its own name;
7756 (b) vary the law applicable under Section 48-3a-106 ;
7757 (c) vary any requirement, procedure, or other provision of this chapter pertaining to:
7758 (i) registered agents; or
7759 (ii) the division, including provisions pertaining to records authorized or required to be
7760 delivered to the division for filing under this chapter;
7761 (d) vary the provisions of Section 48-3a-204 ;
7762 (e) eliminate the duty of loyalty or the duty of care, except as otherwise provided in
7763 Subsection (4);
7764 (f) eliminate the contractual obligation of good faith and fair dealing under Subsection
7765 48-3a-409 (4), but the operating agreement may prescribe the standards, if not unconscionable
7766 or against public policy, by which the performance of the obligation is to be measured;
7767 (g) relieve or exonerate a person from liability for conduct involving bad faith, willful
7768 misconduct, or recklessness;
7769 (h) unreasonably restrict the duties and rights under Section 48-3a-410 , but the
7770 operating agreement may impose reasonable restrictions on the availability and use of
7771 information obtained under that section and may define appropriate remedies, including
7772 liquidated damages, for a breach of any reasonable restriction on use;
7773 (i) vary the causes of dissolution specified in Subsections 48-3a-701 (4)(a) and (5);
7774 (j) vary the requirement to wind up the limited liability company's activities and affairs
7775 as specified in Subsections 48-3a-703 (1), (2)(a), and (5);
7776 (k) unreasonably restrict the right of a member to maintain an action under Part 8,
7777 Action By Members;
7778 (l) vary the provisions of Section 48-3a-805 , but the operating agreement may provide
7779 that the limited liability company may not have a special litigation committee;
7780 (m) vary the right of a member to approve a merger, interest exchange, conversion, or
7781 domestication under Subsections 48-3a-1023 (1)(b), 48-3a-1033 (1)(b), 48-3a-1043 (1)(b), or
7782 48-3a-1053 (1)(b); or
7783 (n) except as otherwise provided in Section 48-3a-113 and Subsection 48-3a-114 (2),
7784 restrict the rights under this chapter of a person other than a member or manager.
7785 (4) Subject to Subsection (3)(g), without limiting other terms that may be included in
7786 an operating agreement, the following rules apply:
7787 (a) The operating agreement may specify the method by which a specific act or
7788 transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one
7789 or more disinterested and independent persons after full disclosure of all material facts.
7790 (b) To the extent the operating agreement of a member-managed limited liability
7791 company expressly relieves a member of a responsibility that the member would otherwise
7792 have under this chapter and imposes the responsibility on one or more other members, the
7793 operating agreement may, to the benefit of the member that the operating agreement relieves of
7794 the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the
7795 responsibility.
7796 (c) If not unconscionable or against public policy, the operating agreement may:
7797 (i) alter or eliminate the aspects of the duty of loyalty stated in Subsections
7798 48-3a-409 (2) and (9);
7799 (ii) identify specific types or categories of activities that do not violate the duty of
7800 loyalty;
7801 (iii) alter the duty of care, but may not authorize intentional misconduct or knowing
7802 violation of law; and
7803 (iv) alter or eliminate any other fiduciary duty.
7804 (5) The court shall decide as a matter of law whether a term of an operating agreement
7805 is unconscionable or against public policy under Subsection (3)(f) or (4)(c). The court:
7806 (a) shall make its determination as of the time the challenged term became part of the
7807 operating agreement and by considering only circumstances existing at that time; and
7808 (b) may invalidate the term only if, in light of the purposes, activities, and affairs of the
7809 limited liability company, it is readily apparent that:
7810 (i) the objective of the term is unconscionable or against public policy; or
7811 (ii) the means to achieve the term's objective is unconscionable or against public
7812 policy.
7813 Section 289. Section 48-3a-113 is enacted to read:
7814 48-3a-113. Operating agreement -- Effect on limited liability company and person
7815 becoming member -- Preformation agreement.
7816 (1) A limited liability company is bound by and may enforce the operating agreement,
7817 whether or not the limited liability company has itself manifested assent to the operating
7818 agreement.
7819 (2) A person that becomes a member of a limited liability company is deemed to assent
7820 to the operating agreement.
7821 (3) Two or more persons intending to become the initial members of a limited liability
7822 company may make an agreement providing that upon the formation of the limited liability
7823 company the agreement will become the operating agreement. One person intending to
7824 become the initial member of a limited liability company may assent to terms providing that
7825 upon the formation of the limited liability company the terms will become the operating
7826 agreement.
7827 Section 290. Section 48-3a-114 is enacted to read:
7828 48-3a-114. Operating agreement -- Effect on third parties and relationship to
7829 records effective on behalf of limited liability company.
7830 (1) An operating agreement may specify that its amendment requires the approval of a
7831 person that is not a party to the operating agreement or the satisfaction of a condition. An
7832 amendment is ineffective if its adoption does not include the required approval or satisfy the
7833 specified condition.
7834 (2) The obligations of a limited liability company and its members to a person in the
7835 person's capacity as a transferee or a person dissociated as a member are governed by the
7836 operating agreement. Subject only to a court order issued under Subsection 48-3a-503 (2)(b) to
7837 effectuate a charging order, an amendment to the operating agreement made after a person
7838 becomes a transferee or is dissociated as a member:
7839 (a) is effective with regard to any debt, obligation, or other liability of the limited
7840 liability company or its members to the person in the person's capacity as a transferee or person
7841 dissociated as a member; and
7842 (b) is not effective to the extent the amendment imposes a new debt, obligation, or
7843 other liability on the transferee or person dissociated as a member.
7844 (3) If a record delivered by a limited liability company to the division for filing
7845 becomes effective and contains a provision that would be ineffective under Subsection
7846 48-3a-112 (3) or (4)(c) if contained in the operating agreement, the provision is ineffective in
7847 the record.
7848 (4) Subject to Subsection (3), if a record delivered by a limited liability company to the
7849 division for filing becomes effective and conflicts with a provision of the operating agreement:
7850 (a) the operating agreement prevails as to members, persons dissociated as members,
7851 transferees, and managers; and
7852 (b) the record prevails as to other persons to the extent they reasonably rely on the
7853 record.
7854 Section 291. Section 48-3a-115 is enacted to read:
7855 48-3a-115. Delivery of record.
7856 (1) Except as otherwise provided in this chapter, permissible means of delivery of a
7857 record include delivery by hand, the United States Postal Service, a commercial delivery
7858 service, and electronic transmission.
7859 (2) Delivery to the division is effective only when a record is received by the division.
7860 Section 292. Section 48-3a-116 is enacted to read:
7861 48-3a-116. Reservation of power to amend or repeal.
7862 The Legislature of this state has power to amend or repeal all or part of this chapter at
7863 any time, and all domestic and foreign limited liability companies subject to this chapter are
7864 governed by the amendment or repeal.
7865 Section 293. Section 48-3a-201 is enacted to read:
7866
7867 48-3a-201. Formation of limited liability company -- Certificate of organization.
7868 (1) One or more persons may act as organizers to form a limited liability company by
7869 delivering to the division for filing a certificate of organization.
7870 (2) A certificate of organization must state:
7871 (a) the name of the limited liability company, which must comply with Section
7872 48-3a-108 ;
7873 (b) the street and mailing address of the limited liability company's principal office;
7874 (c) the information required by Subsection 16-17-203 (1);
7875 (d) if the limited liability company is a low-profit limited liability company, a
7876 statement that the limited liability company is a low-profit limited liability company;
7877 (e) if the limited liability company is a professional services company, the information
7878 required by Section 48-3a-1103 ; and
7879 (f) if the limited liability company is to have one or more series in which the liabilities
7880 of the series are to be limited as contemplated by Subsection 48-3a-1201 (2), notice of the
7881 limitation on liability in accordance with Section 48-3a-1202 .
7882 (3) A certificate of organization may contain statements as to matters other than those
7883 required by Subsection (2), but may not vary or otherwise affect the provisions specified in
7884 Subsection 48-3a-112 (3) in a manner inconsistent with that section. However, a statement in a
7885 certificate of organization is not effective as a statement of authority.
7886 (4) A limited liability company is formed when the limited liability company's
7887 certificate of organization becomes effective and at least one person becomes a member.
7888 Section 294. Section 48-3a-202 is enacted to read:
7889 48-3a-202. Amendment or restatement of certificate of organization.
7890 (1) A certificate of organization may be amended or restated at any time, except that in
7891 accordance with Section 48-3a-1303 , a low-profit limited liability company shall amend its
7892 certificate of organization if the limited liability company ceases to be a low-profit limited
7893 liability company.
7894 (2) To amend its certificate of organization, a limited liability company must deliver to
7895 the division for filing an amendment stating:
7896 (a) the name of the limited liability company;
7897 (b) the date of filing of its initial certificate of organization; and
7898 (c) the changes the amendment makes to the certificate as most recently amended or
7899 restated.
7900 (3) To restate its certificate of organization, a limited liability company must deliver to
7901 the division for filing a restatement designated as such in its heading.
7902 (4) If a member of a member-managed limited liability company, or a manager of a
7903 manager-managed limited liability company, knows that any information in a filed certificate
7904 of organization was inaccurate when the certificate was filed or has become inaccurate due to
7905 changed circumstances, the member or manager shall promptly:
7906 (a) cause the certificate to be amended; or
7907 (b) if appropriate, deliver to the division for filing a statement of change under Section
7908 16-17-206 or a statement of correction under Section 48-3a-208 .
7909 Section 295. Section 48-3a-203 is enacted to read:
7910 48-3a-203. Signing of records to be delivered for filing to division.
7911 (1) A record delivered to the division for filing pursuant to this chapter must be signed
7912 as follows:
7913 (a) Except as otherwise provided in Subsections (1)(b) and (c), a record signed on
7914 behalf of a limited liability company must be signed by a person authorized by the limited
7915 liability company.
7916 (b) A limited liability company's initial certificate of organization must be signed by at
7917 least one person acting as an organizer.
7918 (c) A record delivered on behalf of a dissolved limited liability company that has no
7919 member must be signed by the person winding up the limited liability company's activities and
7920 affairs under Subsection 48-3a-703 (3) or a person appointed under Subsection 48-3a-703 (4) to
7921 wind up the activities and affairs.
7922 (d) A statement of denial by a person under Section 48-3a-303 must be signed by that
7923 person.
7924 (e) Any other record delivered on behalf of a person to the division for filing must be
7925 signed by that person.
7926 (2) Any record filed under this chapter may be signed by an agent. Whenever this
7927 chapter requires a particular individual to sign a record and the individual is deceased or
7928 incompetent, the record may be signed by a legal representative of the individual.
7929 (3) A person that signs a record as an agent or legal representative thereby affirms as a
7930 fact that the person is authorized to sign the record.
7931 Section 296. Section 48-3a-204 is enacted to read:
7932 48-3a-204. Signing and filing pursuant to judicial order.
7933 (1) If a person required by this chapter to sign a record or deliver a record to the
7934 division for filing under this chapter does not do so, any other person that is aggrieved may
7935 petition the district court to order:
7936 (a) the person to sign the record;
7937 (b) the person to deliver the record to the division for filing; or
7938 (c) the division to file the record unsigned.
7939 (2) If a petitioner under Subsection (1) is not the limited liability company or foreign
7940 limited liability company to which the record pertains, the petitioner shall make the limited
7941 liability company or foreign limited liability company a party to the action.
7942 (3) A record filed under Subsection (1)(c) is effective without being signed.
7943 Section 297. Section 48-3a-205 is enacted to read:
7944 48-3a-205. Filing requirements.
7945 (1) To be filed by the division pursuant to this chapter, a record must be received by
7946 the division, comply with this chapter, and satisfy the following:
7947 (a) The filing of the record must be required or permitted by this chapter.
7948 (b) The record must be physically delivered in written form unless and to the extent the
7949 division permits electronic delivery of records.
7950 (c) The words in the record must be in English, and numbers must be in Arabic or
7951 Roman numerals, but the name of an entity need not be in English if written in English letters
7952 or Arabic or Roman numerals.
7953 (d) The record must be signed by a person authorized or required under this chapter to
7954 sign the record.
7955 (e) The record must state the name and capacity, if any, of each individual who signed
7956 it, either on behalf of the individual or the person authorized or required to sign the record, but
7957 need not contain a seal, attestation, acknowledgment, or verification.
7958 (2) If law other than this chapter prohibits the disclosure by the division of information
7959 contained in a record delivered to the division for filing, the division shall accept the record if
7960 the record otherwise complies with this chapter, but the division may redact the information.
7961 (3) When a record is delivered to the division for filing, any fee required under this
7962 chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other
7963 than this chapter must be paid in a manner permitted by the division or by that law.
7964 (4) The division may require that a record delivered in written form be accompanied by
7965 an identical or conformed copy.
7966 Section 298. Section 48-3a-206 is enacted to read:
7967 48-3a-206. Effective time and date.
7968 Except as otherwise provided in Section 48-3a-207 and subject to Subsection
7969 48-3a-208 (3), a record filed under this chapter is effective:
7970 (1) on the date and at the time of its filing by the division, as provided in Section
7971 48-3a-209 ;
7972 (2) on the date of filing and at the time specified in the record as its effective time, if
7973 later than the time under Subsection (1);
7974 (3) at a specified delayed effective date and time, which may not be more than 90 days
7975 after the date of filing; or
7976 (4) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the
7977 date specified, which may not be more than 90 days after the date of filing.
7978 Section 299. Section 48-3a-207 is enacted to read:
7979 48-3a-207. Withdrawal of filed record before effectiveness.
7980 (1) Except as otherwise provided in Sections 48-3a-1024 , 48-3a-1034 , 48-3a-1044 , and
7981 48-3a-1054 , a record delivered to the division for filing may be withdrawn before it takes effect
7982 by delivering to the division for filing a statement of withdrawal.
7983 (2) A statement of withdrawal must:
7984 (a) be signed by each person that signed the record being withdrawn, except as
7985 otherwise agreed by those persons;
7986 (b) identify the record to be withdrawn; and
7987 (c) if signed by fewer than all the persons that signed the record being withdrawn, state
7988 that the record is withdrawn in accordance with the agreement of all the persons that signed the
7989 record.
7990 (3) On filing by the division of a statement of withdrawal, the action or transaction
7991 evidenced by the original record does not take effect.
7992 Section 300. Section 48-3a-208 is enacted to read:
7993 48-3a-208. Correcting filed record.
7994 (1) A person on whose behalf a filed record was delivered to the division for filing may
7995 correct the record if:
7996 (a) the record at the time of filing was inaccurate;
7997 (b) the record was defectively signed; or
7998 (c) the electronic transmission of the record to the division was defective.
7999 (2) To correct a filed record, a person on whose behalf the record was delivered to the
8000 division must deliver to the division for filing a statement of correction.
8001 (3) A statement of correction:
8002 (a) may not state a delayed effective date;
8003 (b) must be signed by the person correcting the filed record;
8004 (c) must identify the filed record to be corrected;
8005 (d) must specify the inaccuracy or defect to be corrected; and
8006 (e) must correct the inaccuracy or defect.
8007 (4) A statement of correction is effective as of the effective date of the filed record that
8008 it corrects except for purposes of Subsection 48-3a-103 (4) and as to persons relying on the
8009 uncorrected filed record and adversely affected by the correction. For those purposes and as to
8010 those persons, the statement of correction is effective when filed.
8011 Section 301. Section 48-3a-209 is enacted to read:
8012 48-3a-209. Duty of division to file -- Review of refusal to file -- Transmission of
8013 information by division.
8014 (1) The division shall file a record delivered to the division for filing which satisfies
8015 this chapter. The duty of the division under this section is ministerial.
8016 (2) When the division files a record, the division shall record it as filed on the date and
8017 at the time of its delivery. After filing a record, the division shall deliver to the person that
8018 submitted the record a copy of the record with an acknowledgment of the date and time of
8019 filing and, in the case of a statement of denial, also to the limited liability company to which
8020 the statement pertains.
8021 (3) If the division refuses to file a record, the division shall, not later than 15 business
8022 days after the record is delivered:
8023 (a) return the record or notify the person that submitted the record of the refusal; and
8024 (b) provide a brief explanation in a record of the reason for the refusal.
8025 (4) If the division refuses to file a record, the person that submitted the record may
8026 petition the district court to compel filing of the record. The record and the explanation of the
8027 division of the refusal to file must be attached to the petition. The court may decide the matter
8028 in a summary proceeding.
8029 (5) The filing of or refusal to file a record does not create a presumption that the
8030 information contained in the record is correct or incorrect.
8031 (6) Except as otherwise provided by Section 16-17-301 or by law other than this
8032 chapter, the division may deliver any record to a person by delivering it:
8033 (a) in person to the person that submitted it;
8034 (b) to the address of the person's registered agent;
8035 (c) to the principal office of the person; or
8036 (d) to another address the person provides to the division for delivery.
8037 Section 302. Section 48-3a-210 is enacted to read:
8038 48-3a-210. Liability for inaccurate information in filed record.
8039 (1) If a record delivered to the division for filing under this chapter and filed by the
8040 division contains inaccurate information, a person that suffers loss by reliance on the
8041 information may recover damages for the loss from:
8042 (a) a person that signed the record, or caused another to sign it on the person's behalf,
8043 and knew the information to be inaccurate at the time the record was signed; and
8044 (b) subject to Subsection (2), a member of a member-managed limited liability
8045 company or the manager of a manager-managed limited liability company, if:
8046 (i) the record was delivered for filing on behalf of the limited liability company; and
8047 (ii) the member or manager had notice of the inaccuracy for a reasonably sufficient
8048 time before the information was relied upon so that, before the reliance, the member or
8049 manager reasonably could have:
8050 (A) effected an amendment under Section 48-3a-202 ;
8051 (B) filed a petition under Section 48-3a-204 ; or
8052 (C) delivered to the division for filing a statement of change under Section 16-17-206
8053 or a statement of correction under Section 48-3a-208 .
8054 (2) To the extent that the operating agreement of a member-managed limited liability
8055 company expressly relieves a member of responsibility for maintaining the accuracy of
8056 information contained in records delivered on behalf of the limited liability company to the
8057 division for filing under this chapter and imposes that responsibility on one or more other
8058 members, the liability stated in Subsection (1)(b) applies to those other members and not to the
8059 member that the operating agreement relieves of the responsibility.
8060 (3) An individual who signs a record authorized or required to be filed under this
8061 chapter affirms under penalty of perjury that the information stated in the record is accurate.
8062 Section 303. Section 48-3a-211 is enacted to read:
8063 48-3a-211. Certificate of good standing or registration.
8064 (1) On request of any person, the division shall issue a certificate of good standing for a
8065 limited liability company or a certificate of registration for a registered foreign limited liability
8066 company.
8067 (2) A certificate under Subsection (1) must state:
8068 (a) the limited liability company's name or the registered foreign limited liability
8069 company's name used in this state;
8070 (b) in the case of a limited liability company:
8071 (i) that a certificate of organization has been filed and has taken effect;
8072 (ii) the date the certificate of organization became effective;
8073 (iii) the period of the limited liability company's duration if the records of the division
8074 reflect that its period of duration is less than perpetual; and
8075 (iv) that:
8076 (A) no statement of dissolution, statement of administrative dissolution, or statement of
8077 termination has been filed;
8078 (B) the records of the division do not otherwise reflect that the company has been
8079 dissolved or terminated; and
8080 (C) a proceeding is not pending under Section 48-3a-708 ;
8081 (c) in the case of a registered foreign limited liability company, that it is registered to
8082 do business in this state;
8083 (d) that all fees, taxes, interest, and penalties owed to this state by the limited liability
8084 company or foreign limited liability company and collected through the division have been
8085 paid, if:
8086 (i) payment is reflected in the records of the division; and
8087 (ii) nonpayment affects the good standing or registration of the limited liability
8088 company or foreign limited liability company;
8089 (e) that the most recent annual report required by Section 48-3a-212 has been delivered
8090 to the division for filing; and
8091 (f) other facts reflected in the records of the division pertaining to the limited liability
8092 company or foreign limited liability company which the person requesting the certificate
8093 reasonably requests.
8094 (3) Subject to any qualification stated in the certificate, a certificate issued by the
8095 division under Subsection (1) may be relied upon as conclusive evidence of the facts stated in
8096 the certificate.
8097 Section 304. Section 48-3a-212 is enacted to read:
8098 48-3a-212. Annual report for division.
8099 (1) A limited liability company or a registered foreign limited liability company shall
8100 deliver to the division for filing an annual report that states:
8101 (a) the name of the limited liability company or registered foreign limited liability
8102 company;
8103 (b) the information required by Subsection 16-17-203 (1);
8104 (c) the street and mailing addresses of its principal office;
8105 (d) the name of at least one governing person; and
8106 (e) in the case of a foreign limited liability company, its jurisdiction of formation and
8107 any alternate name adopted under Subsection 48-3a-906 (1).
8108 (2) Information in the annual report must be current as of the date the report is signed
8109 by the limited liability company or registered foreign limited liability company.
8110 (3) A report must be delivered to the division for each year following the calendar year
8111 in which the limited liability company's certificate of organization became effective or the
8112 registered foreign limited liability company registered to do business in this state:
8113 (a) in the case of a limited liability company, the annual report must be delivered to the
8114 division during the month in which is the anniversary date on which the limited liability
8115 company's certificate of formation became effective; and
8116 (b) in the case of a registered foreign limited liability company, the annual report must
8117 be delivered to the division during the month in which is the anniversary date on which the
8118 registered foreign limited liability company registered to do business in this state.
8119 (4) If an annual report does not contain the information required by this section, the
8120 division promptly shall notify the reporting limited liability company or registered foreign
8121 limited liability company in a record and return the report for correction.
8122 (5) If an annual report contains the name or address of a registered agent which differs
8123 from the information shown in the records of the division immediately before the annual report
8124 becomes effective, the differing information in the annual report is considered a statement of
8125 change under Section 16-17-206 .
8126 Section 305. Section 48-3a-301 is enacted to read:
8127
8128
8129 48-3a-301. No agency powers of member as member.
8130 (1) A member is not an agent of a limited liability company solely by reason of being a
8131 member.
8132 (2) A person's status as a member does not prevent or restrict law other than this
8133 chapter from imposing liability on a limited liability company because of the person's conduct.
8134 Section 306. Section 48-3a-302 is enacted to read:
8135 48-3a-302. Statement of authority.
8136 (1) A limited liability company may deliver to the division for filing a statement of
8137 authority. The statement:
8138 (a) must include the name of the limited liability company and the street and mailing
8139 addresses of its registered agent;
8140 (b) with respect to any position that exists in or with respect to the limited liability
8141 company, may state the authority, or limitations on the authority, of all persons holding the
8142 position to:
8143 (i) execute an instrument transferring real property held in the name of the limited
8144 liability company; or
8145 (ii) enter into other transactions on behalf of, or otherwise act for or bind, the limited
8146 liability company; and
8147 (c) may state the authority, or limitations on the authority, of a specific person to:
8148 (i) execute an instrument transferring real property held in the name of the limited
8149 liability company; or
8150 (ii) enter into other transactions on behalf of, or otherwise act for or bind, the limited
8151 liability company.
8152 (2) To amend or cancel a statement of authority filed by the division, a limited liability
8153 company must deliver to the division for filing an amendment or cancellation stating:
8154 (a) the name of the limited liability company;
8155 (b) the street and mailing addresses of the limited liability company's registered agent;
8156 (c) the date the statement being affected became effective; and
8157 (d) the contents of the amendment or a declaration that the statement is canceled.
8158 (3) A statement of authority affects only the power of a person to bind a limited
8159 liability company to persons that are not members.
8160 (4) Subject to Subsection (3) and Subsection 48-3a-103 (4), and except as otherwise
8161 provided in Subsections (6), (7), and (8), a limitation on the authority of a person or a position
8162 contained in an effective statement of authority is not by itself evidence of knowledge or notice
8163 of the limitation by any person.
8164 (5) Subject to Subsection (3), a grant of authority not pertaining to transfers of real
8165 property and contained in an effective statement of authority is conclusive in favor of a person
8166 that gives value in reliance on the grant, except to the extent that when the person gives value:
8167 (a) the person has knowledge to the contrary;
8168 (b) the statement of authority has been canceled or restrictively amended under
8169 Subsection (2); or
8170 (c) a limitation on the grant is contained in another statement of authority that became
8171 effective after the statement of authority containing the grant became effective.
8172 (6) Subject to Subsection (3), an effective statement of authority that grants authority to
8173 transfer real property held in the name of the limited liability company and a certified copy of
8174 which is recorded in the office for recording transfers of the real property is conclusive in favor
8175 of a person that gives value in reliance on the grant without knowledge to the contrary, except
8176 to the extent that when the person gives value:
8177 (a) the statement of authority has been canceled or restrictively amended under
8178 Subsection (2), and a certified copy of the cancellation or restrictive amendment has been
8179 recorded in the office for recording transfers of the real property; or
8180 (b) a limitation on the grant is contained in another statement of authority that became
8181 effective after the statement of authority containing the grant became effective, and a certified
8182 copy of the later-effective statement of authority is recorded in the office for recording transfers
8183 of the real property.
8184 (7) Subject to Subsection (3), if a certified copy of an effective statement of authority
8185 containing a limitation on the authority to transfer real property held in the name of a limited
8186 liability company is recorded in the office for recording transfers of that real property, all
8187 persons are deemed to know of the limitation.
8188 (8) Subject to Subsection (9), an effective statement of dissolution or termination is a
8189 cancellation of any filed statement of authority for the purposes of Subsection (6) and is a
8190 limitation on authority for the purposes of Subsection (7).
8191 (9) After a statement of dissolution becomes effective, a limited liability company may
8192 deliver to the division for filing and, if appropriate, may record a statement of authority that is
8193 designated as a postdissolution statement of authority. The postdissolution statement of
8194 authority operates as provided in Subsections (6) and (7).
8195 (10) Unless earlier canceled, an effective statement of authority is canceled by
8196 operation of law five years after the date on which the statement of authority, or its most recent
8197 amendment, becomes effective. This cancellation operates without need for any recording
8198 under Subsection (6) or (7).
8199 (11) An effective statement of denial operates as a restrictive amendment under this
8200 section and may be recorded by certified copy for purposes of Subsection (6)(a).
8201 Section 307. Section 48-3a-303 is enacted to read:
8202 48-3a-303. Statement of denial.
8203 A person named in a filed statement of authority granting that person authority may
8204 deliver to the division for filing a statement of denial that:
8205 (1) provides the name of the limited liability company and the caption of the statement
8206 of authority to which the statement of denial pertains; and
8207 (2) denies the grant of authority.
8208 Section 308. Section 48-3a-304 is enacted to read:
8209 48-3a-304. Liability of members and managers.
8210 (1) A debt, obligation, or other liability of a limited liability company is solely the debt,
8211 obligation, or other liability of the limited liability company. A member or manager is not
8212 personally liable, directly or indirectly, by way of contribution or otherwise, for a debt,
8213 obligation, or other liability of the limited liability company solely by reason of being or acting
8214 as a member or manager. This Subsection (1) applies regardless of the dissolution of the
8215 limited liability company.
8216 (2) The failure of a limited liability company to observe formalities relating to the
8217 exercise of its powers or management of its activities and affairs is not a ground for imposing
8218 liability on a member or manager of the limited liability company for a debt, obligation, or
8219 other liability of the limited liability company.
8220 Section 309. Section 48-3a-401 is enacted to read:
8221
8222 48-3a-401. Becoming a member.
8223 (1) If a limited liability company is to have only one member upon formation, the
8224 person becomes a member as agreed by that person and the organizer of the limited liability
8225 company. That person and the organizer may be, but need not be, different persons. If
8226 different, the organizer acts on behalf of the initial member.
8227 (2) If a limited liability company is to have more than one member upon formation,
8228 those persons become members as agreed by the persons before the formation of the limited
8229 liability company. The organizer acts on behalf of the persons in forming the limited liability
8230 company and may be, but need not be, one of the persons.
8231 (3) After formation of a limited liability company, a person becomes a member:
8232 (a) as provided in the operating agreement;
8233 (b) as the result of a transaction effective under Part 10, Merger, Interest Exchange,
8234 Conversion, and Domestication;
8235 (c) with the consent of all the members; or
8236 (d) as provided in Subsection 48-3a-701 (3).
8237 (4) A person may become a member without:
8238 (a) acquiring a transferable interest; or
8239 (b) making or being obligated to make a contribution to the limited liability company.
8240 Section 310. Section 48-3a-402 is enacted to read:
8241 48-3a-402. Form of contribution.
8242 A contribution may consist of property transferred to, services performed for, or another
8243 benefit provided to the limited liability company or an agreement to transfer property to,
8244 perform services for, or provide another benefit to the company.
8245 Section 311. Section 48-3a-403 is enacted to read:
8246 48-3a-403. Liability for contributions.
8247 (1) A person's obligation to make a contribution to a limited liability company is not
8248 excused by the person's death, disability, or other inability to perform personally.
8249 (2) If a person does not fulfill an obligation to make a contribution other than money,
8250 the person is obligated at the option of the limited liability company to contribute money equal
8251 to the value of the part of the contribution which has not been made.
8252 (3) The obligation of a person to make a contribution may be compromised only by
8253 consent of all members. If a creditor of a limited liability company extends credit or otherwise
8254 acts in reliance on an obligation described in Subsection (1) without notice of a compromise
8255 under this Subsection (3), the creditor may enforce the obligation.
8256 Section 312. Section 48-3a-404 is enacted to read:
8257 48-3a-404. Sharing of and right to distributions before dissolution.
8258 (1) Any distributions made by a limited liability company before its dissolution and
8259 winding up must be in equal shares among members and persons dissociated as members,
8260 except to the extent necessary to comply with a transfer effective under Section 48-3a-502 or
8261 charging order in effect under Section 48-3a-503 .
8262 (2) A person has a right to a distribution before the dissolution and winding up of a
8263 limited liability company only if the limited liability company decides to make an interim
8264 distribution. A person's dissociation does not entitle the person to a distribution.
8265 (3) A person does not have a right to demand or receive a distribution from a limited
8266 liability company in any form other than money. Except as otherwise provided in Subsection
8267 48-3a-711 (4), a limited liability company may distribute an asset in kind only if each part of the
8268 asset is fungible with each other part and each person receives a percentage of the asset equal
8269 in value to the person's share of distributions.
8270 (4) If a member or transferee becomes entitled to receive a distribution, the member or
8271 transferee has the status of, and is entitled to all remedies available to, a creditor of the limited
8272 liability company with respect to the distribution. However, the limited liability company's
8273 obligation to make a distribution is subject to offset for any amount owed to the limited
8274 liability company by the member or a person dissociated as a member on whose account the
8275 distribution is made.
8276 Section 313. Section 48-3a-405 is enacted to read:
8277 48-3a-405. Limitation on distributions.
8278 (1) A limited liability company may not make a distribution, including a distribution
8279 under Section 48-3a-711 , if after the distribution:
8280 (a) the limited liability company would not be able to pay its debts as they become due
8281 in the ordinary course of the limited liability company's activities and affairs; or
8282 (b) the limited liability company's total assets would be less than the sum of its total
8283 liabilities plus, unless the operating agreement permits otherwise, the amount that would be
8284 needed, if the limited liability company were to be dissolved and wound up at the time of the
8285 distribution, to satisfy the preferential rights upon dissolution and winding up of members and
8286 transferees whose preferential rights are superior to those of persons receiving the distribution.
8287 (2) A limited liability company may base a determination that a distribution is not
8288 prohibited under Subsection (1) on:
8289 (a) financial statements prepared on the basis of accounting practices and principles
8290 that are reasonable in the circumstances; or
8291 (b) a fair valuation or other method that is reasonable under the circumstances.
8292 (3) Except as otherwise provided in Subsection (5), the effect of a distribution under
8293 Subsection (1) is measured:
8294 (a) in the case of a distribution as defined in Subsection 48-3a-102 (4)(a), as of the
8295 earlier of:
8296 (i) the date money or other property is transferred or debt is incurred by the limited
8297 liability company; or
8298 (ii) the date the person entitled to the distribution ceases to own the interest or right
8299 being acquired by the limited liability company in return for the distribution;
8300 (b) in the case of any other distribution of indebtedness, as of the date the indebtedness
8301 is distributed; and
8302 (c) in all other cases, as of the date:
8303 (i) the distribution is authorized, if the payment occurs not later than 120 days after that
8304 date; or
8305 (ii) the payment is made, if the payment occurs more than 120 days after the
8306 distribution is authorized.
8307 (4) A limited liability company's indebtedness to a member or transferee incurred by
8308 reason of a distribution made in accordance with this section is at parity with the limited
8309 liability company's indebtedness to its general, unsecured creditors, except to the extent
8310 subordinated by agreement.
8311 (5) A limited liability company's indebtedness, including indebtedness issued as a
8312 distribution, is not a liability for purposes of Subsection (1) if the terms of the indebtedness
8313 provide that payment of principal and interest is made only if and to the extent that payment of
8314 a distribution could then be made under this section. If the indebtedness is issued as a
8315 distribution, each payment of principal or interest is treated as a distribution, the effect of
8316 which is measured on the date the payment is made.
8317 (6) In measuring the effect of a distribution under Section 48-3a-711 , the liabilities of a
8318 dissolved limited liability company do not include any claim that has been disposed of under
8319 Section 48-3a-705 , 48-3a-706 , or 48-3a-707 .
8320 Section 314. Section 48-3a-406 is enacted to read:
8321 48-3a-406. Liability for improper distributions.
8322 (1) Except as otherwise provided in Subsection (2), if a member of a member-managed
8323 limited liability company or manager of a manager-managed limited liability company consents
8324 to a distribution made in violation of Section 48-3a-405 and in consenting to the distribution
8325 fails to comply with Section 48-3a-409 , the member or manager is personally liable to the
8326 limited liability company for the amount of the distribution which exceeds the amount that
8327 could have been distributed without the violation of Section 48-3a-405 .
8328 (2) To the extent the operating agreement of a member-managed limited liability
8329 company expressly relieves a member of the authority and responsibility to consent to
8330 distributions and imposes that authority and responsibility on one or more other members, the
8331 liability stated in Subsection (1) applies to the other members and not the member that the
8332 operating agreement relieves of authority and responsibility.
8333 (3) A person that receives a distribution knowing that the distribution violated Section
8334 48-3a-405 is personally liable to the limited liability company but only to the extent that the
8335 distribution received by the person exceeded the amount that could have been properly paid
8336 under Section 48-3a-405 .
8337 (4) A person against which an action is commenced because the person is liable under
8338 Subsection (1) may:
8339 (a) implead any other person that is liable under Subsection (1) and seek to enforce a
8340 right of contribution from the person; and
8341 (b) implead any person that received a distribution in violation of Subsection (3) and
8342 seek to enforce a right of contribution from the person in the amount the person received in
8343 violation of Subsection (3).
8344 (5) An action under this section is barred unless commenced not later than two years
8345 after the distribution.
8346 Section 315. Section 48-3a-407 is enacted to read:
8347 48-3a-407. Management of limited liability company.
8348 (1) A limited liability company is a member-managed limited liability company unless
8349 the operating agreement:
8350 (a) expressly provides that:
8351 (i) the limited liability company is or will be "manager-managed";
8352 (ii) the limited liability company is or will be "managed by managers"; or
8353 (iii) management of the limited liability company is or will be "vested in managers"; or
8354 (b) includes words of similar import.
8355 (2) In a member-managed limited liability company, the following rules apply:
8356 (a) Except as otherwise provided in this chapter, the management and conduct of the
8357 limited liability company are vested in the members.
8358 (b) Each member has equal rights in the management and conduct of the limited
8359 liability company's activities and affairs.
8360 (c) A difference arising among members as to a matter in the ordinary course of the
8361 activities of the limited liability company shall be decided by a majority of the members.
8362 (d) An act outside the ordinary course of the activities and affairs of the limited liability
8363 company may be undertaken only with the affirmative vote or consent of all members.
8364 (e) The affirmative vote or consent of all members is required to approve a transaction
8365 under Part 10, Merger, Interest Exchange, Conversion, and Domestication.
8366 (f) The operating agreement may be amended only with the affirmative vote or consent
8367 of all members.
8368 (3) In a manager-managed limited liability company, the following rules apply:
8369 (a) Except as expressly provided in this chapter, any matter relating to the activities and
8370 affairs of the limited liability company is decided exclusively by the manager, or, if there is
8371 more than one manager, by a majority of the managers.
8372 (b) Each manager has equal rights in the management and conduct of the limited
8373 liability company's activities and affairs.
8374 (c) The affirmative vote or consent of all members is required to:
8375 (i) approve a transaction under Part 10, Merger, Interest Exchange, Conversion, and
8376 Domestication;
8377 (ii) undertake any act outside the ordinary course of the limited liability company's
8378 activities and affairs; or
8379 (iii) amend the operating agreement.
8380 (d) A manager may be chosen at any time by the consent of a majority of the members
8381 and remains a manager until a successor has been chosen, unless the manager at an earlier time
8382 resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates.
8383 A manager may be removed at any time by the consent of a majority of the members without
8384 notice or cause.
8385 (e) A person need not be a member to be a manager, but the dissociation of a member
8386 that is also a manager removes the person as a manager. If a person that is both a manager and
8387 a member ceases to be a manager, that cessation does not by itself dissociate the person as a
8388 member.
8389 (f) A person's ceasing to be a manager does not discharge any debt, obligation, or other
8390 liability to the limited liability company or members which the person incurred while a
8391 manager.
8392 (4) An action requiring the vote or consent of members under this chapter may be taken
8393 without a meeting, and a member may appoint a proxy or other agent to vote, consent, or
8394 otherwise act for the member by signing an appointing record, personally or by the member's
8395 agent.
8396 (5) The dissolution of a limited liability company does not affect the applicability of
8397 this section. However, a person that wrongfully causes dissolution of the limited liability
8398 company loses the right to participate in management as a member and a manager.
8399 (6) A limited liability company shall reimburse a member for an advance to the limited
8400 liability company beyond the amount of capital the member agreed to contribute.
8401 (7) A payment or advance made by a member which gives rise to an obligation of the
8402 limited liability company under Subsection (6) or Subsection 48-3a-408 (1) constitutes a loan to
8403 the limited liability company which accrues interest from the date of the payment or advance.
8404 (8) A member is not entitled to remuneration for services performed for a
8405 member-managed limited liability company, except for reasonable compensation for services
8406 rendered in winding up the activities of the limited liability company.
8407 Section 316. Section 48-3a-408 is enacted to read:
8408 48-3a-408. Reimbursement, indemnification, advancement, and insurance.
8409 (1) A limited liability company shall reimburse a member of a member-managed
8410 limited liability company or the manager of a manager-managed limited liability company for
8411 any payment made by the member or manager in the course of the member's or manager's
8412 activities on behalf of the limited liability company, if the member or manager complied with
8413 Sections 48-3a-407 and 48-3a-409 in making the payment.
8414 (2) A limited liability company shall indemnify and hold harmless a person with
8415 respect to any claim or demand against the person and any debt, obligation, or other liability
8416 incurred by the person by reason of the person's former or present capacity as a member or
8417 manager, if the claim, demand, debt, obligation, or other liability does not arise from the
8418 person's breach of Section 48-3a-405 , 48-3a-407 , or 48-3a-409 .
8419 (3) In the ordinary course of its activities and affairs, a limited liability company may
8420 advance reasonable expenses, including attorney's fees and costs, incurred by a person in
8421 connection with a claim or demand against the person by reason of the person's former or
8422 present capacity as a member or manager, if the person promises to repay the limited liability
8423 company if the person ultimately is determined not to be entitled to be indemnified under
8424 Subsection (2).
8425 (4) A limited liability company may purchase and maintain insurance on behalf of a
8426 member or manager of the limited liability company against liability asserted against or
8427 incurred by the member or manager in that capacity or arising from that status even if, under
8428 Subsection 48-3a-112 (3)(g), the operating agreement could not eliminate or limit the person's
8429 liability to the limited liability company for the conduct giving rise to the liability.
8430 Section 317. Section 48-3a-409 is enacted to read:
8431 48-3a-409. Standards of conduct for members and managers.
8432 (1) A member of a member-managed limited liability company owes to the limited
8433 liability company and, subject to Subsection 48-3a-801 (1), the other members the duties of
8434 loyalty and care stated in Subsections (2) and (3).
8435 (2) The duty of loyalty of a member in a member-managed limited liability company
8436 includes the duties:
8437 (a) to account to the limited liability company and to hold as trustee for it any property,
8438 profit, or benefit derived by the member:
8439 (i) in the conduct or winding up of the limited liability company's activities and affairs;
8440 (ii) from a use by the member of the limited liability company's property; or
8441 (iii) from the appropriation of a limited liability company opportunity;
8442 (b) to refrain from dealing with the limited liability company in the conduct or winding
8443 up of the limited liability company's activities and affairs as or on behalf of a person having an
8444 interest adverse to the limited liability company; and
8445 (c) to refrain from competing with the limited liability company in the conduct of the
8446 company's activities and affairs before the dissolution of the limited liability company.
8447 (3) The duty of care of a member of a member-managed limited liability company in
8448 the conduct or winding up of the limited liability company's activities and affairs is to refrain
8449 from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing
8450 violation of law.
8451 (4) A member shall discharge the duties and obligations under this chapter or under the
8452 operating agreement and exercise any rights consistently with the contractual obligation of
8453 good faith and fair dealing.
8454 (5) A member does not violate a duty or obligation under this chapter or under the
8455 operating agreement solely because the member's conduct furthers the member's own interest.
8456 (6) All the members of a member-managed limited liability company or a
8457 manager-managed limited liability company may authorize or ratify, after full disclosure of all
8458 material facts, a specific act or transaction that otherwise would violate the duty of loyalty.
8459 (7) It is a defense to a claim under Subsection (2)(b) and any comparable claim in
8460 equity or at common law that the transaction was fair to the limited liability company.
8461 (8) If, as permitted by Subsection (6) or (9)(f) or the operating agreement, a member
8462 enters into a transaction with the limited liability company which otherwise would be
8463 prohibited by Subsection (2)(b), the member's rights and obligations arising from the
8464 transaction are the same as those of a person that is not a member.
8465 (9) In a manager-managed limited liability company, the following rules apply:
8466 (a) Subsections (1), (2), (3), and (7) apply to the manager or managers and not the
8467 members.
8468 (b) The duty stated under Subsection (2)(c) continues until winding up is completed.
8469 (c) Subsection (4) applies to managers and members.
8470 (d) Subsection (5) applies only to members.
8471 (e) The power to ratify under Subsection (6) applies only to the members.
8472 (f) Subject to Subsection (4), a member does not have any duty to the limited liability
8473 company or to any other member solely by reason of being a member.
8474 Section 318. Section 48-3a-410 is enacted to read:
8475 48-3a-410. Rights of member, manager, and person dissociated as member to
8476 information.
8477 (1) In a member-managed limited liability company, the following rules apply:
8478 (a) On reasonable notice, a member may inspect and copy during regular business
8479 hours, at a reasonable location specified by the limited liability company, any record
8480 maintained by the limited liability company regarding the limited liability company's activities,
8481 affairs, financial condition, and other circumstances, to the extent the information is material to
8482 the member's rights and duties under the operating agreement or this chapter.
8483 (b) The limited liability company shall furnish to each member:
8484 (i) without demand, any information concerning the limited liability company's
8485 activities, affairs, financial condition, and other circumstances which the limited liability
8486 company knows and is material to the proper exercise of the member's rights and duties under
8487 the operating agreement or this chapter, except to the extent the limited liability company can
8488 establish that it reasonably believes the member already knows the information; and
8489 (ii) on demand, any other information concerning the limited liability company's
8490 activities, affairs, financial condition, and other circumstances, except to the extent the demand
8491 or information demanded is unreasonable or otherwise improper under the circumstances.
8492 (c) The duty to furnish information under Subsection (1)(b) also applies to each
8493 member to the extent the member knows any of the information described in Subsection (1)(b).
8494 (2) In a manager-managed limited liability company, the following rules apply:
8495 (a) The informational rights stated in Subsection (1) and the duty stated in Subsection
8496 (1)(c) apply to the managers and not the members.
8497 (b) During regular business hours and at a reasonable location specified by the limited
8498 liability company, a member may inspect and copy full information regarding the activities,
8499 affairs, financial condition, and other circumstances of the limited liability company as is just
8500 and reasonable if:
8501 (i) the member seeks the information for a purpose reasonably related to the member's
8502 interest as a member;
8503 (ii) the member makes a demand in a record received by the limited liability company,
8504 describing with reasonable particularity the information sought and the purpose for seeking the
8505 information; and
8506 (iii) the information sought is directly connected to the member's purpose.
8507 (c) Not later than 10 days after receiving a demand pursuant to Subsection (2)(b)(ii),
8508 the limited liability company shall in a record inform the member that made the demand of:
8509 (i) the information that the limited liability company will provide in response to the
8510 demand and when and where the limited liability company will provide the information; and
8511 (ii) the limited liability company's reasons for declining, if the limited liability
8512 company declines to provide any demanded information.
8513 (d) Whenever this chapter or an operating agreement provides for a member to give or
8514 withhold consent to a matter, before the consent is given or withheld, the limited liability
8515 company shall, without demand, provide the member with all information that is known to the
8516 limited liability company and is material to the member's decision.
8517 (3) Subject to Subsection (9), on 10 days' demand made in a record received by a
8518 limited liability company, a person dissociated as a member may have access to information to
8519 which the person was entitled while a member if:
8520 (a) the information pertains to the period during which the person was a member;
8521 (b) the person seeks the information in good faith; and
8522 (c) the person satisfies the requirements imposed on a member by Subsection (2)(b).
8523 (4) A limited liability company shall respond to a demand made pursuant to Subsection
8524 (3) in the manner provided in Subsection (2)(c).
8525 (5) A limited liability company may charge a person that makes a demand under this
8526 section the reasonable costs of copying, limited to the costs of labor and material.
8527 (6) A member or person dissociated as a member may exercise rights under this section
8528 through an agent or, in the case of an individual under legal disability, a legal representative.
8529 Any restriction or condition imposed by the operating agreement or under Subsection (9)
8530 applies both to the agent or legal representative and the member or person dissociated as a
8531 member.
8532 (7) Subject to Subsection (9), the rights under this section do not extend to a person as
8533 transferee.
8534 (8) If a member dies, Section 48-3a-504 applies.
8535 (9) In addition to any restriction or condition stated in the operating agreement, a
8536 limited liability company, as a matter within the ordinary course of its activities and affairs,
8537 may impose reasonable restrictions and conditions on access to and use of information to be
8538 furnished under this section, including designating information confidential and imposing
8539 nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the
8540 reasonableness of a restriction under this Subsection (9), the limited liability company has the
8541 burden of proving reasonableness.
8542 Section 319. Section 48-3a-501 is enacted to read:
8543
8544 48-3a-501. Nature of transferable interest.
8545 A transferable interest is personal property.
8546 Section 320. Section 48-3a-502 is enacted to read:
8547 48-3a-502. Transfer of transferable interest.
8548 (1) Subject to Subsection 48-3a-503 (6), a transfer, in whole or in part, of a transferable
8549 interest:
8550 (a) is permissible;
8551 (b) does not by itself cause a member's dissociation or a dissolution and winding up of
8552 the limited liability company's activities and affairs; and
8553 (c) subject to Section 48-3a-504 , does not entitle the transferee to:
8554 (i) participate in the management or conduct of the limited liability company's
8555 activities and affairs; or
8556 (ii) except as otherwise provided in Subsection (3), have access to records or other
8557 information concerning the limited liability company's activities and affairs.
8558 (2) A transferee has the right to receive, in accordance with the transfer, distributions to
8559 which the transferor would otherwise be entitled.
8560 (3) In a dissolution and winding up of a limited liability company, a transferee is
8561 entitled to an account of the limited liability company's transactions only from the date of
8562 dissolution.
8563 (4) A transferable interest may be evidenced by a certificate of the interest issued by
8564 the limited liability company in a record, and, subject to this section, the interest represented by
8565 the certificate may be transferred by a transfer of the certificate.
8566 (5) A limited liability company need not give effect to a transferee's rights under this
8567 section until the limited liability company knows or has notice of the transfer.
8568 (6) A transfer of a transferable interest in violation of a restriction on transfer contained
8569 in the operating agreement is ineffective as to a person having knowledge or notice of the
8570 restriction at the time of transfer.
8571 (7) Except as otherwise provided in Subsection 48-3a-602 (5)(b), if a member transfers
8572 a transferable interest, the transferor retains the rights of a member other than the transferable
8573 interest transferred and retains all the duties and obligations of a member.
8574 (8) If a member transfers a transferable interest to a person that becomes a member
8575 with respect to the transferred interest, the transferee is liable for the member's obligations
8576 under Section 48-3a-403 and Subsection 48-3a-406 (3) known to the transferee when the
8577 transferee becomes a member.
8578 Section 321. Section 48-3a-503 is enacted to read:
8579 48-3a-503. Charging order.
8580 (1) On application by a judgment creditor of a member or transferee, a court may enter
8581 a charging order against the transferable interest of the judgment debtor for the unsatisfied
8582 amount of the judgment. Except as otherwise provided in Subsection (6), a charging order
8583 constitutes a lien on a judgment debtor's transferable interest and, after the limited liability
8584 company has been served with the charging order, requires the limited liability company to pay
8585 over to the person to which the charging order was issued any distribution that otherwise would
8586 be paid to the judgment debtor.
8587 (2) To the extent necessary to effectuate the collection of distributions pursuant to a
8588 charging order in effect under Subsection (1), the court may:
8589 (a) appoint a receiver of the distributions subject to the charging order, with the power
8590 to make all inquiries the judgment debtor might have made; and
8591 (b) make all other orders necessary to give effect to the charging order.
8592 (3) Upon a showing that distributions under a charging order will not pay the judgment
8593 debt within a reasonable time, the court may foreclose the lien and order the sale of the
8594 transferable interest. Except as otherwise provided in Subsection (6), the purchaser at the
8595 foreclosure sale only obtains the transferable interest, does not thereby become a member, and
8596 is subject to Section 48-3a-502 .
8597 (4) At any time before foreclosure under Subsection (3), the member or transferee
8598 whose transferable interest is subject to a charging order under Subsection (1) may extinguish
8599 the charging order by satisfying the judgment and filing a certified copy of the satisfaction with
8600 the court that issued the charging order.
8601 (5) At any time before foreclosure under Subsection (3), a limited liability company or
8602 one or more members whose transferable interests are not subject to the charging order may
8603 pay to the judgment creditor the full amount due under the judgment and thereby succeed to the
8604 rights of the judgment creditor, including the charging order.
8605 (6) If a court orders foreclosure of a charging order lien against the sole member of a
8606 limited liability company:
8607 (a) the court shall confirm the sale;
8608 (b) the purchaser at the sale obtains the member's entire interest, not only the member's
8609 transferable interest;
8610 (c) the purchaser thereby becomes a member; and
8611 (d) the person whose interest was subject to the foreclosed charging order is
8612 dissociated as a member.
8613 (7) This chapter does not deprive any member or transferee of the benefit of any
8614 exemption laws applicable to the transferable interest of the member or transferee.
8615 (8) This section provides the exclusive remedy by which a person seeking to enforce a
8616 judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the
8617 judgment from the judgment debtor's transferable interest.
8618 Section 322. Section 48-3a-504 is enacted to read:
8619 48-3a-504. Power of legal representative of deceased member.
8620 If a member dies, the deceased member's legal representative may exercise:
8621 (1) the rights of a transferee provided in Subsection 48-3a-502 (3); and
8622 (2) for the purposes of settling the estate, the rights the deceased member had under
8623 Section 48-3a-410 .
8624 Section 323. Section 48-3a-601 is enacted to read:
8625
8626 48-3a-601. Power to dissociate as member -- Wrongful dissociation.
8627 (1) A person has the power to dissociate as a member at any time, rightfully or
8628 wrongfully, by withdrawing as a member by express will under Subsection 48-3a-602 (1).
8629 (2) A person's dissociation as a member is wrongful only if the dissociation:
8630 (a) is in breach of an express provision of the operating agreement; or
8631 (b) occurs before the completion of the winding up of the limited liability company
8632 and:
8633 (i) the person withdraws as a member by express will;
8634 (ii) the person is expelled as a member by judicial order under Subsection
8635 48-3a-602 (6);
8636 (iii) the person is dissociated under Subsection 48-3a-602 (8); or
8637 (iv) in the case of a person that is not a trust other than a business trust, an estate, or an
8638 individual, the person is expelled or otherwise dissociated as a member because it willfully
8639 dissolved or terminated.
8640 (3) A person that wrongfully dissociates as a member is liable to the limited liability
8641 company and, subject to Section 48-3a-801 , to the other members for damages caused by the
8642 dissociation. The liability is in addition to any debt, obligation, or other liability of the member
8643 to the limited liability company or the other members.
8644 Section 324. Section 48-3a-602 is enacted to read:
8645 48-3a-602. Events causing dissociation.
8646 A person is dissociated as a member when:
8647 (1) the limited liability company has notice of the person's express will to withdraw as
8648 a member, but, if the person specified a withdrawal date later than the date the limited liability
8649 company had notice, on that later date;
8650 (2) an event stated in the operating agreement as causing the person's dissociation
8651 occurs;
8652 (3) the person's entire interest is transferred in a foreclosure sale under Subsection
8653 48-3a-503 (6);
8654 (4) the person is expelled as a member pursuant to the operating agreement;
8655 (5) the person is expelled as a member by the unanimous consent of the other members
8656 if:
8657 (a) it is unlawful to carry on the limited liability company's activities and affairs with
8658 the person as a member;
8659 (b) there has been a transfer of all the person's transferable interest in the limited
8660 liability company, other than:
8661 (i) a transfer for security purposes; or
8662 (ii) a charging order in effect under Section 48-3a-503 which has not been foreclosed;
8663 (c) the person is a corporation, and:
8664 (i) the limited liability company notifies the person that it will be expelled as a member
8665 because the person has filed a statement of dissolution or the equivalent, its charter has been
8666 revoked, or its right to conduct business has been suspended by the jurisdiction of its
8667 incorporation; and
8668 (ii) not later than 90 days after the notification the statement of dissolution or the
8669 equivalent has not been revoked or its charter or right to conduct business has not been
8670 reinstated; or
8671 (d) the person is an unincorporated entity that has been dissolved and whose business
8672 is being wound up;
8673 (6) on application by the limited liability company or a member in a direct action under
8674 Section 48-3a-801 , the person is expelled as a member by judicial order because the person:
8675 (a) has engaged or is engaging in wrongful conduct that has affected adversely and
8676 materially, or will affect adversely and materially, the limited liability company's activities and
8677 affairs;
8678 (b) has committed willfully or persistently, or is committing willfully or persistently, a
8679 material breach of the operating agreement or a duty or obligation under Section 48-3a-409 ; or
8680 (c) has engaged or is engaging in conduct relating to the limited liability company's
8681 activities and affairs which makes it not reasonably practicable to carry on the activities and
8682 affairs with the person as a member;
8683 (7) in the case of an individual:
8684 (a) the individual dies; or
8685 (b) in a member-managed limited liability company:
8686 (i) a guardian or general conservator for the individual is appointed; or
8687 (ii) a court orders that the individual has otherwise become incapable of performing the
8688 individual's duties as a member under this chapter or the operating agreement;
8689 (8) in a member-managed limited liability company, the person:
8690 (a) becomes a debtor in bankruptcy;
8691 (b) executes an assignment for the benefit of creditors; or
8692 (c) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
8693 liquidator of the person or of all or substantially all the person's property;
8694 (9) in the case of a person that is a testamentary or inter vivos trust or is acting as a
8695 member by virtue of being a trustee of such a trust, the trust's entire transferable interest in the
8696 limited liability company is distributed;
8697 (10) in the case of a person that is an estate or is acting as a member by virtue of being
8698 a personal representative of an estate, the estate's entire transferable interest in the limited
8699 liability company is distributed, but not merely by reason of substitution of a successor
8700 personal representative;
8701 (11) in the case of a person that is not an individual, corporation, unincorporated entity,
8702 trust, or estate, the existence of the person terminates;
8703 (12) the limited liability company participates in a merger under Part 10, Merger,
8704 Interest Exchange, Conversion, and Domestication, and:
8705 (a) the limited liability company is not the surviving entity; or
8706 (b) otherwise as a result of the merger, the person ceases to be a member;
8707 (13) the limited liability company participates in an interest exchange under Part 10,
8708 Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the interest
8709 exchange, the person ceases to be a member;
8710 (14) the limited liability company participates in a conversion under Part 10, Merger,
8711 Interest Exchange, Conversion, and Domestication;
8712 (15) the limited liability company participates in a domestication under Part 10,
8713 Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the
8714 domestication, the person ceases to be a member; or
8715 (16) the limited liability company dissolves and completes winding up.
8716 Section 325. Section 48-3a-603 is enacted to read:
8717 48-3a-603. Effect of dissociation.
8718 (1) If a person is dissociated as a member:
8719 (a) the person's right to participate as a member in the management and conduct of the
8720 company's activities and affairs terminates;
8721 (b) if the limited liability company is member-managed, the person's duties and
8722 obligations under Section 48-3a-409 as a member end with regard to matters arising and events
8723 occurring after the person's dissociation; and
8724 (c) subject to Section 48-3a-504 and Part 10, Merger, Interest Exchange, Conversion,
8725 and Domestication, any transferable interest owned by the person in the person's capacity as a
8726 member immediately before dissociation as a member is owned by the person solely as a
8727 transferee.
8728 (2) A person's dissociation as a member does not of itself discharge the person from
8729 any debt, obligation, or other liability to the limited liability company or the other members
8730 which the person incurred while a member.
8731 Section 326. Section 48-3a-701 is enacted to read:
8732
8733 48-3a-701. Events causing dissolution.
8734 A limited liability company is dissolved, and its activities and affairs must be wound
8735 up, upon the occurrence of any of the following:
8736 (1) an event or circumstance that the operating agreement states causes dissolution;
8737 (2) the consent of all the members;
8738 (3) the passage of 90 consecutive days during which the limited liability company has
8739 no members unless:
8740 (a) consent to admit at least one specified person as a member is given by transferees
8741 owning the rights to receive a majority of distributions as transferees at the time the consent is
8742 to be effective; and
8743 (b) at least one person becomes a member in accordance with the consent;
8744 (4) on application by a member, the entry by the district court of an order dissolving
8745 the limited liability company on the grounds that:
8746 (a) the conduct of all or substantially all of the limited liability company's activities and
8747 affairs is unlawful; or
8748 (b) it is not reasonably practicable to carry on the limited liability company's activities
8749 and affairs in conformity with the certificate of organization and the operating agreement;
8750 (5) on application by a member, the entry by the district court of an order dissolving
8751 the limited liability company on the grounds that the managers or those members in control of
8752 the limited liability company:
8753 (a) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
8754 (b) have acted, are acting, or will act in a manner that is oppressive and was, is, or will
8755 be directly harmful to the applicant; or
8756 (6) the signing and filing of a statement of administrative dissolution by the division
8757 under Subsection 48-3a-708 (3).
8758 Section 327. Section 48-3a-702 is enacted to read:
8759 48-3a-702. Election to purchase in lieu of dissolution.
8760 (1) In a proceeding under Subsection 48-3a-701 (5) to dissolve a limited liability
8761 company, the limited liability company may elect or, if it fails to elect, one or more members
8762 may elect to purchase the interest in the limited liability company owned by the applicant
8763 member at the fair market value of the interest, determined as provided in this section. An
8764 election pursuant to this Subsection (1) is irrevocable unless the district court determines that it
8765 is equitable to set aside or modify the election.
8766 (2) An election to purchase pursuant to this section may be filed with the district court
8767 at any time within 90 days after the filing of the petition in a proceeding under Subsection
8768 48-3a-701 (5) or at any later time as the district court in its discretion may allow. If the limited
8769 liability company files an election with the district court within the 90-day period, or at any
8770 later time allowed by the district court, to purchase the interest in the limited liability company
8771 owned by the applicant member, the limited liability company shall purchase the interest in the
8772 manner provided in this section.
8773 (3) If the limited liability company does not file an election with the district court
8774 within the time period, but an election to purchase the interest in the limited liability company
8775 owned by the applicant member is filed by one or more members within the time period, the
8776 limited liability company shall, within 10 days after the later of the end of the time period
8777 allowed for the filing of elections to purchase under this section or notification from the district
8778 court of an election by members to purchase the interest in the limited liability company owned
8779 by the applicant member as provided in this section, give written notice of the election to
8780 purchase to all members of the limited liability company, other than the applicant member.
8781 The notice shall state the name and the percentage interest in the limited liability company
8782 owned by the applicant member and the name and the percentage interest in the limited liability
8783 company owned by each electing member. The notice shall advise any recipients who have not
8784 participated in the election of their right to join in the election to purchase the interest in the
8785 limited liability company in accordance with this section and of the date by which any notice of
8786 intent to participate must be filed with the district court.
8787 (4) Members who wish to participate in the purchase of the interest in the limited
8788 liability company of the applicant member must file notice of their intention to join in the
8789 purchase by electing members no later than 30 days after the effective date of the limited
8790 liability company's notice of their right to join in the election to purchase.
8791 (5) All members who have filed with the district court an election or notice of their
8792 intention to participate in the election to purchase the interest in the limited liability company
8793 of the applicant member thereby become irrevocably obligated to participate in the purchase of
8794 the interest from the applicant member upon the terms and conditions of this section, unless the
8795 district court otherwise directs.
8796 (6) After an election has been filed by the limited liability company or one or more
8797 members, the proceedings under Subsection 48-3a-701 (5) may not be discontinued or settled,
8798 nor may the applicant member sell or otherwise dispose of the applicant member's interest in
8799 the limited liability company, unless the district court determines that it would be equitable to
8800 the limited liability company and the members, other than the applicant member, to permit any
8801 discontinuance, settlement, sale, or other disposition.
8802 (7) If, within 60 days after the earlier of the limited liability company filing of an
8803 election to purchase the interest in the limited liability company of the applicant member or the
8804 limited liability company's mailing of a notice to its members of the filing of an election by the
8805 members to purchase the interest in the limited liability company of the applicant member, the
8806 applicant member and electing limited liability company or members reach agreement as to the
8807 fair market value and terms of the purchase of the applicant member's interest, the district court
8808 shall enter an order directing the purchase of the applicant member's interest, upon the terms
8809 and conditions agreed to by the parties.
8810 (8) If the parties are unable to reach an agreement as provided for in Subsection (7),
8811 upon application of any party, the district court shall stay the proceedings under Subsection
8812 48-3a-701 (5) and determine the fair market value of the applicant member's interest in the
8813 limited liability company as of the day before the date on which the petition under Subsection
8814 48-3a-701 (5) was filed or as of any other date the district court determines to be appropriate
8815 under the circumstances and based on the factors the district court determines to be appropriate.
8816 (9) Upon determining the fair market value of the interest in the limited liability
8817 company of the applicant member, the district court shall enter an order directing the purchase
8818 of the interest in the limited liability company upon terms and conditions the district court
8819 determines to be appropriate. The terms and conditions may include payment of the purchase
8820 price in installments, where necessary in the interest of equity, provision for security to assure
8821 payment of the purchase price and any additional costs, fees, and expenses awarded by the
8822 district court, and an allocation of the interest in the limited liability company among members
8823 if the interest in the limited liability company is to be purchased by members.
8824 (10) In allocating the applicant member's interest in the limited liability company
8825 among holders of different classes of members, the district court shall attempt to preserve the
8826 existing distribution of voting rights among member classes to the extent practicable. The
8827 district court may direct that holders of a specific class or classes may not participate in the
8828 purchase. The district court may not require any electing member to purchase more of the
8829 interest in the limited liability company owned by the applicant member than the percentage
8830 interest that the purchasing member may have set forth in the purchasing member's election or
8831 notice of intent to participate filed with the district court.
8832 (11) Interest may be allowed at the rate and from the date determined by the district
8833 court to be equitable. However, if the district court finds that the refusal of the applicant
8834 member to accept an offer of payment was arbitrary or otherwise not in good faith, interest may
8835 not be allowed.
8836 (12) If the district court finds that the applicant member had probable ground for relief
8837 under Subsection 48-3a-701 (5), the district court may award to the applicant member
8838 reasonable fees and expenses of counsel and experts employed by the applicant member.
8839 (13) Upon entry of an order under Subsection (7) or (9), the district court shall dismiss
8840 the petition to dissolve the limited liability company under Subsection 48-3a-701 (5) and the
8841 applicant member shall no longer have any rights or status as a member of the limited liability
8842 company, except the right to receive the amounts awarded to the applicant member by the
8843 district court. The award is enforceable in the same manner as any other judgment.
8844 (14) The purchase ordered pursuant to Subsection (9) shall be made within 10 days
8845 after the date the order becomes final, unless before that time the limited liability company files
8846 with the district court a notice of its intention to file a statement of dissolution. The statement
8847 of dissolution must then be adopted and filed within 60 days after notice.
8848 (15) Upon filing of a statement of dissolution, the limited liability company is
8849 dissolved and shall be wound up pursuant to Section 48-3a-703 , and the order entered pursuant
8850 to Subsection (9) is no longer of any force or effect. However, the district court may award the
8851 applicant member reasonable fees and expenses in accordance with Subsection (12). The
8852 applicant member may continue to pursue any claims previously asserted on behalf of the
8853 limited liability company.
8854 (16) Any payment by the limited liability company pursuant to an order under
8855 Subsection (7) or (9), other than an award of fees and expenses pursuant to Subsection (12), is
8856 subject to the provisions of Sections 48-3a-405 and 48-3a-406 .
8857 Section 328. Section 48-3a-703 is enacted to read:
8858 48-3a-703. Winding up.
8859 (1) A dissolved limited liability company shall wind up its activities and affairs and,
8860 except as otherwise provided in Section 48-3a-704 , the limited liability company continues
8861 after dissolution only for the purpose of winding up.
8862 (2) In winding up its activities and affairs, a limited liability company:
8863 (a) shall discharge the limited liability company's debts, obligations, and other
8864 liabilities, settle and close the limited liability company's activities and affairs, and marshal and
8865 distribute the assets of the limited liability company; and
8866 (b) may:
8867 (i) deliver to the division for filing a statement of dissolution stating the name of the
8868 limited liability company and that the limited liability company is dissolved;
8869 (ii) preserve the limited liability company activities, affairs, and property as a going
8870 concern for a reasonable time;
8871 (iii) prosecute and defend actions and proceedings, whether civil, criminal, or
8872 administrative;
8873 (iv) transfer the limited liability company's property;
8874 (v) settle disputes by mediation or arbitration;
8875 (vi) deliver to the division for filing a statement of termination stating the name of the
8876 limited liability company and that the limited liability company is terminated; and
8877 (vii) perform other acts necessary or appropriate to the winding up.
8878 (3) If a dissolved limited liability company has no members, the legal representative of
8879 the last person to have been a member may wind up the activities and affairs of the limited
8880 liability company. If the person does so, the person has the powers of a sole manager under
8881 Subsection 48-3a-407 (3) and is deemed to be a manager for the purposes of Subsection
8882 48-3a-304 (1).
8883 (4) If the legal representative under Subsection (3) declines or fails to wind up the
8884 limited liability company's activities and affairs, a person may be appointed to do so by the
8885 consent of transferees owning a majority of the rights to receive distributions as transferees at
8886 the time the consent is to be effective. A person appointed under this Subsection (4):
8887 (a) has the powers of a sole manager under Subsection 48-3a-407 (3) and is deemed to
8888 be a manager for the purposes of Subsection 48-3a-304 (1); and
8889 (b) shall promptly deliver to the division for filing an amendment to the limited
8890 liability company's certificate of organization stating:
8891 (i) that the limited liability company has no members;
8892 (ii) the name and street and mailing addresses of the person; and
8893 (iii) that the person has been appointed pursuant to this subsection to wind up the
8894 limited liability company.
8895 (5) A district court may order judicial supervision of the winding up of a dissolved
8896 limited liability company, including the appointment of a person to wind up the limited liability
8897 company's activities and affairs:
8898 (a) on application of a member, if the applicant establishes good cause;
8899 (b) on the application of a transferee, if:
8900 (i) the company does not have any members;
8901 (ii) the legal representative of the last person to have been a member declines or fails to
8902 wind up the limited liability company's activities; and
8903 (iii) within a reasonable time following the dissolution a person has not been appointed
8904 pursuant to Subsection (4); or
8905 (c) in connection with a proceeding under Subsection 48-3a-701 (4) or (5).
8906 Section 329. Section 48-3a-704 is enacted to read:
8907 48-3a-704. Rescinding dissolution.
8908 (1) A limited liability company may rescind its dissolution, unless a statement of
8909 termination applicable to the limited liability company is effective, the district court has
8910 entered an order under Subsection 48-3a-701 (4) or (5) dissolving the limited liability company,
8911 or the division has dissolved the limited liability company under Section 48-3a-708 .
8912 (2) Rescinding dissolution under this section requires:
8913 (a) the consent of each member;
8914 (b) if a statement of dissolution applicable to the limited liability company has been
8915 filed by the division but has not become effective, the delivery to the division for filing of a
8916 statement of withdrawal under Section 48-3a-207 applicable to the statement of dissolution;
8917 and
8918 (c) if a statement of dissolution applicable to the limited liability company is effective,
8919 the delivery to the division for filing of a statement of correction under Section 48-3a-208
8920 stating that dissolution has been rescinded under this section.
8921 (3) If a limited liability company rescinds its dissolution:
8922 (a) the limited liability company resumes carrying on its activities and affairs as if
8923 dissolution had never occurred;
8924 (b) subject to Subsection (3)(c), any liability incurred by the limited liability company
8925 after the dissolution and before the rescission is effective is determined as if dissolution had
8926 never occurred; and
8927 (c) the rights of a third party arising out of conduct in reliance on the dissolution before
8928 the third party knew or had notice of the rescission may not be adversely affected.
8929 Section 330. Section 48-3a-705 is enacted to read:
8930 48-3a-705. Known claims against dissolved limited liability company.
8931 (1) A dissolved limited liability company in winding up may dispose of the known
8932 claims against it by following the procedures described in this section.
8933 (2) A limited liability company in winding up, electing to dispose of known claims
8934 pursuant to this section, may give written notice of the limited liability company's dissolution
8935 to known claimants at any time after the effective date of the dissolution. The written notice
8936 must:
8937 (a) describe the information that must be included in a claim;
8938 (b) provide an address to which written notice of any claim must be given to the
8939 limited liability company;
8940 (c) state the deadline, which may not be fewer than 120 days after the effective date of
8941 the notice, by which the dissolved limited liability company must receive the claim; and
8942 (d) state that, unless sooner barred by another state statute limiting actions, the claim
8943 will be barred if not received by the deadline.
8944 (3) Unless sooner barred by another state statute limiting actions, a claim against the
8945 dissolved limited liability company is barred if:
8946 (a) a claimant was given notice under Subsection (2) and the claim is not received by
8947 the dissolved limited liability company by the deadline; or
8948 (b) the dissolved limited liability company delivers to the claimant written notice of
8949 rejection of the claim within 90 days after receipt of the claim and the claimant whose claim
8950 was rejected by the dissolved limited liability company does not commence a proceeding to
8951 enforce the claim within 90 days after the effective date of the rejection notice.
8952 (4) Claims which are not rejected by the dissolved limited liability company in writing
8953 within 90 days after receipt of the claim by the dissolved limited liability company shall be
8954 considered approved.
8955 (5) The failure of the dissolved limited liability company to give notice to any known
8956 claimant pursuant to Subsection (2) does not affect the disposition under this section of any
8957 claim held by any other known claimant.
8958 (6) This section does not apply to a claim based on an event occurring after the
8959 effective date of dissolution or a liability that on that date is contingent.
8960 Section 331. Section 48-3a-706 is enacted to read:
8961 48-3a-706. Other claims against dissolved limited liability company.
8962 (1) A dissolved limited liability company may publish notice of its dissolution and
8963 request persons having claims against the limited liability company to present them in
8964 accordance with the notice.
8965 (2) A notice under Subsection (1) must:
8966 (a) be published at least once in a newspaper of general circulation in the county in this
8967 state in which the dissolved limited liability company's principal office is located or, if the
8968 principal office is not located in this state, in the county in which the office of the limited
8969 liability company's registered agent is or was last located and in accordance with Section
8970 45-1-101 ;
8971 (b) describe the information required to be contained in a claim, state that the claim
8972 must be in writing, and provide a mailing address to which the claim is to be sent; and
8973 (c) state that a claim against the limited liability company is barred unless an action to
8974 enforce the claim is commenced not later than three years after publication of the notice.
8975 (3) If a dissolved limited liability company publishes a notice in accordance with
8976 Subsection (2), the claim of each of the following claimants is barred unless the claimant
8977 commences an action to enforce the claim against the limited liability company not later than
8978 three years after the publication date of the notice:
8979 (a) a claimant that did not receive notice in a record under Section 48-3a-705 ;
8980 (b) a claimant whose claim was timely sent to the limited liability company but not
8981 acted on; and
8982 (c) a claimant whose claim is contingent at, or based on an event occurring after, the
8983 effective date of dissolution.
8984 (4) A claim not barred under this section or Section 48-3a-705 may be enforced:
8985 (a) against a dissolved limited liability company, to the extent of its undistributed
8986 assets; and
8987 (b) except as otherwise provided in Section 48-3a-707 , if assets of the limited liability
8988 company have been distributed after dissolution, against a member or transferee to the extent of
8989 that person's proportionate share of the claim or of the limited liability company's assets
8990 distributed to the member or transferee after dissolution, whichever is less, but a person's total
8991 liability for all claims under this subsection may not exceed the total amount of assets
8992 distributed to the person after dissolution.
8993 Section 332. Section 48-3a-707 is enacted to read:
8994 48-3a-707. Court proceedings.
8995 (1) A dissolved limited liability company that has published a notice under Section
8996 48-3a-706 may file an application with district court in the county where the dissolved limited
8997 liability company's principal office is located, or, if the principal office is not located in this
8998 state, where the office of its registered agent is located, for a determination of the amount and
8999 form of security to be provided for payment of claims that are contingent, have not been made
9000 known to the limited liability company, or are based on an event occurring after the effective
9001 date of dissolution but which, based on the facts known to the dissolved limited liability
9002 company, are reasonably expected to arise after the effective date of dissolution. Security is
9003 not required for any claim that is or is reasonably anticipated to be barred under Subsection
9004 48-3a-706 (3).
9005 (2) Not later than 10 days after the filing of an application under Subsection (1), the
9006 dissolved limited liability company shall give notice of the proceeding to each claimant holding
9007 a contingent claim known to the limited liability company.
9008 (3) In any proceeding under this section, the court may appoint a guardian ad litem to
9009 represent all claimants whose identities are unknown. The reasonable fees and expenses of the
9010 guardian, including all reasonable expert witness fees, must be paid by the dissolved limited
9011 liability company.
9012 (4) A dissolved limited liability company that provides security in the amount and form
9013 ordered by the court under Subsection (1) satisfies the limited liability company's obligations
9014 with respect to claims that are contingent, have not been made known to the limited liability
9015 company, or are based on an event occurring after the effective date of dissolution, and such
9016 claims may not be enforced against a member or transferee that received assets in liquidation.
9017 Section 333. Section 48-3a-708 is enacted to read:
9018 48-3a-708. Administrative dissolution.
9019 (1) The division may commence a proceeding under Subsections (2) and (3) to dissolve
9020 a limited liability company administratively if the limited liability company does not:
9021 (a) pay any fee, tax, interest, or penalty required to be paid to the division not later than
9022 60 days after it is due;
9023 (b) deliver an annual report to the division not later than 60 days after it is due; or
9024 (c) have a registered agent in this state for 60 consecutive days.
9025 (2) If the division determines that one or more grounds exist for administratively
9026 dissolving a limited liability company, the division shall serve the limited liability company
9027 with notice in a record of division's determination.
9028 (3) If a limited liability company, not later than 60 days after service of the notice
9029 under Subsection (2), does not cure or demonstrate to the satisfaction of the division the
9030 nonexistence of each ground determined by the division, the division shall administratively
9031 dissolve the limited liability company by signing a statement of administrative dissolution that
9032 recites the grounds for dissolution and the effective date of dissolution. The division shall file
9033 the statement and serve a copy on the limited liability company pursuant to Section 48-3a-209 .
9034 (4) A limited liability company that is administratively dissolved continues in existence
9035 as an entity but may not carry on any activities except as necessary to wind up its activities and
9036 affairs and liquidate its assets under Sections 48-3a-703 , 48-3a-705 , 48-3a-706 , 48-3a-707 , and
9037 48-3a-711 , or to apply for reinstatement under Section 48-3a-709 .
9038 (5) The administrative dissolution of a limited liability company does not terminate the
9039 authority of its registered agent.
9040 Section 334. Section 48-3a-709 is enacted to read:
9041 48-3a-709. Reinstatement.
9042 (1) A limited liability company that is administratively dissolved under Section
9043 48-3a-708 may apply to the division for reinstatement not later than two years after the
9044 effective date of dissolution. The application must state:
9045 (a) the name of the limited liability company at the time of its administrative
9046 dissolution and, if needed, a different name that satisfies Section 48-3a-108 ;
9047 (b) the address of the principal office of the limited liability company and the name and
9048 address of its registered agent;
9049 (c) the effective date of the limited liability company's administrative dissolution; and
9050 (d) that the grounds for dissolution did not exist or have been cured.
9051 (2) To be reinstated, a limited liability company must pay all fees, taxes, interest, and
9052 penalties that were due to the division at the time of its administrative dissolution and all fees,
9053 taxes, interest, and penalties that would have been due to the division while the limited liability
9054 company was administratively dissolved.
9055 (3) If the division determines that an application under Subsection (1) contains the
9056 information required by Subsection (1), is satisfied that the information is correct, and
9057 determines that all payments required to be made to the division by Subsection (2) have been
9058 made, the division shall:
9059 (a) cancel the statement of administrative dissolution and prepare a statement of
9060 reinstatement that states the division's determination and the effective date of reinstatement;
9061 (b) file the statement of reinstatement; and
9062 (c) serve a copy of the statement of reinstatement on the limited liability company.
9063 (4) When reinstatement under this section is effective, the following rules apply:
9064 (a) The reinstatement relates back to and takes effect as of the effective date of the
9065 administrative dissolution.
9066 (b) The limited liability company may resume its activities and affairs as if the
9067 administrative dissolution had not occurred.
9068 (c) The rights of a person arising out of an act or omission in reliance on the
9069 dissolution before the person knew or had notice of the reinstatement are not affected.
9070 Section 335. Section 48-3a-710 is enacted to read:
9071 48-3a-710. Judicial review of denial of reinstatement.
9072 (1) If the division denies a limited liability company's application for reinstatement
9073 following administrative dissolution, the division shall serve the limited liability company with
9074 a notice in a record that explains the reasons for the denial.
9075 (2) A limited liability company may seek judicial review of denial of reinstatement in
9076 the district court not later than 30 days after service of the notice of denial.
9077 Section 336. Section 48-3a-711 is enacted to read:
9078 48-3a-711. Disposition of assets in winding up.
9079 (1) In winding up its activities and affairs, a limited liability company shall apply its
9080 assets to discharge its obligations to creditors, including members that are creditors.
9081 (2) After a limited liability company complies with Subsection (1), any surplus must be
9082 distributed in the following order, subject to any charging order in effect under Section
9083 48-3a-503 :
9084 (a) to each person owning a transferable interest that reflects contributions made and
9085 not previously returned, an amount equal to the value of the unreturned contributions; and
9086 (b) in equal shares among members and dissociated members, except to the extent
9087 necessary to comply with any transfer effective under Section 48-3a-502 .
9088 (3) If a limited liability company does not have sufficient surplus to comply with
9089 Subsection (2)(a), any surplus must be distributed among the owners of transferable interests in
9090 proportion to the value of the respective unreturned contributions.
9091 (4) All distributions made under Subsections (2) and (3) must be paid in money.
9092 Section 337. Section 48-3a-801 is enacted to read:
9093
9094 48-3a-801. Direct action by member.
9095 (1) Subject to Subsection (2), a member may maintain a direct action against another
9096 member, a manager, or the limited liability company to enforce the member's rights and
9097 otherwise protect the member's interests, including rights and interests under the operating
9098 agreement or this chapter or arising independently of the membership relationship.
9099 (2) A member maintaining a direct action under this section must plead and prove an
9100 actual or threatened injury that is not solely the result of an injury suffered or threatened to be
9101 suffered by the limited liability company.
9102 Section 338. Section 48-3a-802 is enacted to read:
9103 48-3a-802. Derivative action.
9104 A member may maintain a derivative action to enforce a right of a limited liability
9105 company if:
9106 (1) the member first makes a demand on the other members in a member-managed
9107 limited liability company, or the managers of a manager-managed limited liability company,
9108 requesting that they cause the limited liability company to bring an action to enforce the right,
9109 and the managers or other members do not bring the action within a reasonable time; or
9110 (2) a demand under Subsection (1) would be futile.
9111 Section 339. Section 48-3a-803 is enacted to read:
9112 48-3a-803. Proper plaintiff.
9113 A derivative action to enforce a right of a limited liability company may be maintained
9114 only by a person that is a member at the time the action is commenced and:
9115 (1) was a member when the conduct giving rise to the action occurred; or
9116 (2) whose status as a member devolved on the person by operation of law or pursuant
9117 to the terms of the operating agreement from a person that was a member at the time of the
9118 conduct.
9119 Section 340. Section 48-3a-804 is enacted to read:
9120 48-3a-804. Pleading.
9121 In a derivative action, the complaint must state with particularity:
9122 (1) the date and content of plaintiff's demand and the response by the managers or other
9123 members to the demand; or
9124 (2) why the demand should be excused as futile.
9125 Section 341. Section 48-3a-805 is enacted to read:
9126 48-3a-805. Special litigation committee.
9127 (1) If a limited liability company is named as or made a party in a derivative
9128 proceeding, the limited liability company may appoint a special litigation committee to
9129 investigate the claims asserted in the proceeding and determine whether pursuing the action is
9130 in the best interests of the limited liability company. If the limited liability company appoints a
9131 special litigation committee, on motion by the committee made in the name of the limited
9132 liability company, except for good cause shown, the court shall stay discovery for the time
9133 reasonably necessary to permit the committee to make its investigation. This Subsection (1)
9134 does not prevent the court from:
9135 (a) enforcing a person's right to information under Section 48-3a-410 ; or
9136 (b) granting extraordinary relief in the form of a temporary restraining order or
9137 preliminary injunction upon a showing of good cause.
9138 (2) A special litigation committee must be composed of one or more disinterested and
9139 independent individuals, who may be members.
9140 (3) A special litigation committee may be appointed:
9141 (a) in a member-managed limited liability company:
9142 (i) by the consent of a majority of the members not named as parties in the proceeding;
9143 and
9144 (ii) if all members are named as parties in the proceeding, by a majority of the
9145 members named as defendants; or
9146 (b) in a manager-managed limited liability company:
9147 (i) by a majority of the managers not named as parties in the proceeding; and
9148 (ii) if all managers are named as parties in the proceeding, by a majority of the
9149 managers named as defendants.
9150 (4) After appropriate investigation, a special litigation committee may determine that it
9151 is in the best interests of the limited liability company that the proceeding:
9152 (a) continue under the control of the plaintiff;
9153 (b) continue under the control of the committee;
9154 (c) be settled on terms approved by the committee; or
9155 (d) be dismissed.
9156 (5) After making a determination under Subsection (4), a special litigation committee
9157 shall file with the court a statement of its determination and its report supporting its
9158 determination and shall serve each party with a copy of the determination and report. The court
9159 shall determine whether the members of the committee were disinterested and independent and
9160 whether the committee conducted its investigation and made its recommendation in good faith,
9161 independently, and with reasonable care, with the committee having the burden of proof. If the
9162 court finds that the members of the committee were disinterested and independent and that the
9163 committee acted in good faith, independently, and with reasonable care, the court shall enforce
9164 the determination of the committee. Otherwise, the court shall dissolve the stay of discovery
9165 entered under Subsection (1) and allow the action to continue under the control of the plaintiff.
9166 Section 342. Section 48-3a-806 is enacted to read:
9167 48-3a-806. Proceeds and expenses.
9168 (1) Except as otherwise provided in Subsection (2):
9169 (a) any proceeds or other benefits of a derivative action, whether by judgment,
9170 compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
9171 (b) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to
9172 the limited liability company.
9173 (2) If a derivative action is successful in whole or in part, the court may award the
9174 plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery
9175 of the limited liability company.
9176 (3) A derivative action on behalf of a limited liability company may not be voluntarily
9177 dismissed or settled without the court's approval.
9178 Section 343. Section 48-3a-901 is enacted to read:
9179
9180 48-3a-901. Governing law.
9181 (1) The law of the jurisdiction of formation of a foreign limited liability company
9182 governs:
9183 (a) the internal affairs of the foreign limited liability company; and
9184 (b) the liability of a member as member and a manager as manager for a debt,
9185 obligation, or other liability of the company.
9186 (2) A foreign limited liability company is not precluded from registering to do business
9187 in this state because of any difference between the law of the jurisdiction of formation and the
9188 law of this state.
9189 (3) Registration of a foreign limited liability company to do business in this state does
9190 not authorize the foreign limited liability company to engage in any activities or affairs or
9191 exercise any power that a limited liability company may not engage in or exercise in this state.
9192 (4) (a) The division may permit a tribal limited liability company to apply for authority
9193 to transact business in the state in the same manner as a foreign limited liability company
9194 formed in another state.
9195 (b) If a tribal limited liability company elects to apply for authority to transact business
9196 in the state, for purposes of this chapter, the tribal limited liability company shall be treated in
9197 the same manner as a foreign limited liability company formed under the laws of another state.
9198 Section 344. Section 48-3a-902 is enacted to read:
9199 48-3a-902. Registration to do business in this state.
9200 (1) A foreign limited liability company may not do business in this state until it
9201 registers with the division under this chapter.
9202 (2) A foreign limited liability company doing business in this state may not maintain an
9203 action or proceeding in this state unless it is registered to do business in this state.
9204 (3) The failure of a foreign limited liability company to register to do business in this
9205 state does not impair the validity of a contract or act of the foreign limited liability company or
9206 preclude it from defending an action or proceeding in this state.
9207 (4) A limitation on the liability of a member or manager of a foreign limited liability
9208 company is not waived solely because the foreign limited liability company does business in
9209 this state without registering to do business in this state.
9210 (5) Subsections 48-3a-901 (1) and (2) apply even if a foreign limited liability company
9211 fails to register under this chapter.
9212 Section 345. Section 48-3a-903 is enacted to read:
9213 48-3a-903. Foreign registration statement.
9214 To register to do business in this state, a foreign limited liability company must deliver
9215 a foreign registration statement to the division for filing. The statement must state:
9216 (1) the name of the foreign limited liability company and, if the name does not comply
9217 with Section 48-3a-108 , an alternate name adopted pursuant to Subsection 48-3a-906 (1);
9218 (2) that the company is a foreign limited liability company;
9219 (3) the name of the foreign limited liability company's jurisdiction of formation;
9220 (4) the street and mailing addresses of the foreign limited liability company's principal
9221 office and, if the law of the jurisdiction of formation requires the foreign limited liability
9222 company to maintain an office in that jurisdiction, the street and mailing addresses of the
9223 required office; and
9224 (5) the information required by Subsection 16-17-203 (1).
9225 Section 346. Section 48-3a-904 is enacted to read:
9226 48-3a-904. Amendment of foreign registration statement.
9227 A registered foreign limited liability company shall deliver to the division for filing an
9228 amendment to its foreign registration statement if there is a change in:
9229 (1) the name of the foreign limited liability company;
9230 (2) the foreign limited liability company's jurisdiction of formation;
9231 (3) an address required by Subsection 48-3a-903 (4); or
9232 (4) the information required by Subsection 48-3a-903 (5).
9233 Section 347. Section 48-3a-905 is enacted to read:
9234 48-3a-905. Activities not constituting doing business.
9235 (1) Activities of a foreign limited liability company which do not constitute doing
9236 business in this state under this part include:
9237 (a) maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
9238 (b) carrying on any activity concerning its internal affairs, including holding meetings
9239 of its members or managers;
9240 (c) maintaining accounts in financial institutions;
9241 (d) maintaining offices or agencies for the transfer, exchange, and registration of the
9242 securities of the foreign limited liability company or maintaining trustees or depositories with
9243 respect to those securities;
9244 (e) selling through independent contractors;
9245 (f) soliciting or obtaining orders by any means if the orders require acceptance outside
9246 this state before they become contracts;
9247 (g) creating or acquiring indebtedness, mortgages, or security interests in property;
9248 (h) securing or collecting debts or enforcing mortgages or security interests in property
9249 securing the debts and holding, protecting, or maintaining property;
9250 (i) conducting an isolated transaction that is not in the course of similar transactions;
9251 (j) owning, without more, property; and
9252 (k) doing business in interstate commerce.
9253 (2) A person does not do business in this state solely by being a member or manager of
9254 a foreign limited liability company that does business in this state.
9255 (3) This section does not apply in determining the contacts or activities that may
9256 subject a foreign limited liability company to service of process, taxation, or regulation under
9257 law of this state other than this chapter.
9258 Section 348. Section 48-3a-906 is enacted to read:
9259 48-3a-906. Noncomplying name of foreign limited liability company.
9260 (1) A foreign limited liability company whose name does not comply with Section
9261 48-3a-108 may not register to do business in this state until it adopts, for the purpose of doing
9262 business in this state, an alternate name that complies with Section 48-3a-108 . A registered
9263 foreign limited liability company that registers under an alternate name under this Subsection
9264 (1) need not comply with Title 42, Chapter 2, Conducting Business Under Assumed Name.
9265 After registering to do business in this state with an alternate name, a registered foreign limited
9266 liability company shall do business in this state under:
9267 (a) the alternate name;
9268 (b) the foreign limited liability company's name, with the addition of its jurisdiction of
9269 formation; or
9270 (c) an assumed or fictitious name the foreign limited liability company is authorized to
9271 use under Title 42, Chapter 2, Conducting Business Under Assumed Name.
9272 (2) If a registered foreign limited liability company changes its name to one that does
9273 not comply with Section 48-3a-108 , it may not do business in this state until it complies with
9274 Subsection (1) by amending its registration to adopt an alternate name that complies with
9275 Section 48-3a-108 .
9276 Section 349. Section 48-3a-907 is enacted to read:
9277 48-3a-907. Withdrawal deemed on conversion to domestic filing entity or
9278 domestic limited liability partnership.
9279 A registered foreign limited liability company that converts to a domestic limited
9280 liability partnership or to a domestic entity that is organized, incorporated, or otherwise formed
9281 through the delivery of a record to the division for filing is deemed to have withdrawn its
9282 registration on the effective date of the conversion.
9283 Section 350. Section 48-3a-908 is enacted to read:
9284 48-3a-908. Withdrawal on dissolution or conversion to nonfiling entity other than
9285 limited liability partnership.
9286 (1) A registered foreign limited liability company that has dissolved and completed
9287 winding up or has converted to a domestic or foreign entity that is not organized, incorporated,
9288 or otherwise formed through the public filing of a record, other than a limited liability
9289 partnership, shall deliver a statement of withdrawal to the division for filing. The statement
9290 must state:
9291 (a) in the case of a foreign limited liability company that has completed winding up:
9292 (i) its name and jurisdiction of formation; and
9293 (ii) that the foreign limited liability company surrenders its registration to do business
9294 in this state; and
9295 (b) in the case of a foreign limited liability company that has converted:
9296 (i) the name of the converting foreign limited liability company and its jurisdiction of
9297 formation;
9298 (ii) the type of entity to which the foreign limited liability company has converted and
9299 its jurisdiction of formation;
9300 (iii) that the converted entity surrenders the converting foreign limited liability
9301 company's registration to do business in this state and revokes the authority of the converting
9302 foreign limited liability company's registered agent to act as registered agent in this state on
9303 behalf of the foreign limited liability company or the converted entity; and
9304 (iv) a mailing address to which service of process may be made under Subsection (2).
9305 (2) After a withdrawal under this section of a foreign limited liability company that has
9306 converted to another type of entity is effective, service of process in any action or proceeding
9307 based on a cause of action arising during the time the foreign limited liability company was
9308 registered to do business in this state may be made pursuant to Subsection 16-17-301 (2).
9309 Section 351. Section 48-3a-909 is enacted to read:
9310 48-3a-909. Transfer of registration.
9311 (1) When a registered foreign limited liability company has merged into a foreign
9312 entity that is not registered to do business in this state or has converted to a foreign entity
9313 required to register with the division to do business in this state, the foreign entity shall deliver
9314 to the division for filing an application for transfer of registration. The application must state:
9315 (a) the name of the registered foreign limited liability company before the merger or
9316 conversion;
9317 (b) that before the merger or conversion the registration pertained to a foreign limited
9318 liability company;
9319 (c) the name of the applicant foreign entity into which the foreign limited liability
9320 company has merged or to which it has been converted, and, if the name does not comply with
9321 Section 48-3a-108 or similar provision of law of this state governing an entity of the same type
9322 as the applicant foreign entity, an alternate name adopted pursuant to Subsection 48-3a-906 (1)
9323 or similar provision of law of this state governing a foreign entity registered to do business in
9324 this state of the same type as the applicable foreign entity;
9325 (d) the type of entity of the applicant foreign entity and its jurisdiction of formation;
9326 (e) the street and mailing addresses of the principal office of the applicant foreign
9327 entity and, if the law of the entity's jurisdiction of formation requires the entity to maintain an
9328 office in that jurisdiction, the street and mailing addresses of that office; and
9329 (f) the information required under Subsection 16-17-203 (1).
9330 (2) When an application for transfer of registration takes effect, the registration of the
9331 foreign limited liability company to do business in this state is transferred without interruption
9332 to the foreign entity into which the foreign company has merged or to which it has been
9333 converted.
9334 Section 352. Section 48-3a-910 is enacted to read:
9335 48-3a-910. Termination of registration.
9336 (1) The division may terminate the registration of a registered foreign limited liability
9337 company in the manner provided in Subsections (2) and (3) if the foreign limited liability
9338 company does not:
9339 (a) pay, not later than 60 days after the due date, any fee, tax, interest, or penalty
9340 required to be paid to the division under this chapter or law other than this chapter;
9341 (b) deliver to the division for filing, not later than 60 days after the due date, an annual
9342 report required under Section 48-3a-212 ;
9343 (c) have a registered agent as required by Section 48-3a-111 ; or
9344 (d) deliver to the division for filing a statement of a change under Section 16-17-206
9345 not later than 30 days after a change has occurred in the name or address of the registered
9346 agent.
9347 (2) The division may terminate the registration of a registered foreign limited liability
9348 company by:
9349 (a) filing a notice of termination or noting the termination in the records of the
9350 division; and
9351 (b) delivering a copy of the notice or the information in the notation to the foreign
9352 limited liability company's registered agent, or if the foreign limited liability company does not
9353 have a registered agent, to the foreign limited liability company's principal office.
9354 (3) A notice must state or the information in the notation must include:
9355 (a) the effective date of the termination, which must be at least 60 days after the date
9356 the division delivers the copy; and
9357 (b) the grounds for termination under Subsection (1).
9358 (4) The authority of a registered foreign limited liability company to do business in this
9359 state ceases on the effective date of the notice of termination or notation under Subsection (2),
9360 unless before that date the foreign limited liability company cures each ground for termination
9361 stated in the notice or notation. If the foreign limited liability company cures each ground, the
9362 division shall file a record so stating.
9363 Section 353. Section 48-3a-911 is enacted to read:
9364 48-3a-911. Withdrawal of registration of registered foreign limited liability
9365 company.
9366 (1) A registered foreign limited liability company may withdraw its registration by
9367 delivering a statement of withdrawal to the division for filing. The statement of withdrawal
9368 must state:
9369 (a) the name of the foreign limited liability company and its jurisdiction of formation;
9370 (b) that the foreign limited liability company is not doing business in this state and that
9371 it withdraws its registration to do business in this state;
9372 (c) that the foreign limited liability company revokes the authority of its registered
9373 agent to accept service on its behalf in this state; and
9374 (d) an address to which service of process may be made under Subsection (2).
9375 (2) After the withdrawal of the registration of a foreign limited liability company,
9376 service of process in any action or proceeding based on a cause of action arising during the
9377 time the foreign limited liability company was registered to do business in this state may be
9378 made pursuant to Subsection 16-17-301 (2).
9379 Section 354. Section 48-3a-912 is enacted to read:
9380 48-3a-912. Action by attorney general.
9381 The attorney general may maintain an action to enjoin a foreign limited liability
9382 company from doing business in this state in violation of this part.
9383 Section 355. Section 48-3a-1001 is enacted to read:
9384
9385 48-3a-1001. Definitions.
9386 In this part:
9387 (1) "Acquired entity" means the entity, all of one or more classes or series of interests
9388 which are acquired in an interest exchange.
9389 (2) "Acquiring entity" means the entity that acquires all of one or more classes or series
9390 of interests of the acquired entity in an interest exchange.
9391 (3) "Conversion" means a transaction authorized by Sections 48-3a-1041 through
9392 48-3a-1046 .
9393 (4) "Converted entity" means the converting entity as it continues in existence after a
9394 conversion.
9395 (5) "Converting entity" means the domestic entity that approves a plan of conversion
9396 pursuant to Section 48-3a-1043 or the foreign entity that approves a conversion pursuant to the
9397 law of its jurisdiction of formation.
9398 (6) "Distributional interest" means the right under an unincorporated entity's organic
9399 law and organic rules to receive distributions from the entity.
9400 (7) "Domestic," with respect to an entity, means governed as to its internal affairs by
9401 the law of this state.
9402 (8) "Domesticated limited liability company" means the domesticating limited liability
9403 company as it continues in existence after a domestication.
9404 (9) "Domesticating limited liability company" means the domestic limited liability
9405 company that approves a plan of domestication pursuant to Section 48-3a-1053 or the foreign
9406 limited liability company that approves a domestication pursuant to the law of its jurisdiction
9407 of formation.
9408 (10) "Domestication" means a transaction authorized by Sections 48-3a-1051 through
9409 48-3a-1056 .
9410 (11) "Entity":
9411 (a) means:
9412 (i) a business corporation;
9413 (ii) a nonprofit corporation;
9414 (iii) a general partnership, including a limited liability partnership;
9415 (iv) a limited partnership, including a limited liability limited partnership;
9416 (v) a limited liability company;
9417 (vi) a limited cooperative association;
9418 (vii) an unincorporated nonprofit association;
9419 (viii) a statutory trust, business trust, or common-law business trust; or
9420 (ix) any other person that has:
9421 (A) a legal existence separate from any interest holder of that person; or
9422 (B) the power to acquire an interest in real property in its own name; and
9423 (b) does not include:
9424 (i) an individual;
9425 (ii) a trust with a predominantly donative purpose or a charitable trust;
9426 (iii) an association or relationship that is not a partnership solely by reason of
9427 Subsection 48-1d-202 (3) or a similar provision of the law of another jurisdiction;
9428 (iv) a decedent's estate; or
9429 (v) a government or a governmental subdivision, agency, or instrumentality.
9430 (12) "Filing entity" means an entity whose formation requires the filing of a public
9431 organic record.
9432 (13) "Foreign," with respect to an entity, means an entity governed as to its internal
9433 affairs by the law of a jurisdiction other than this state.
9434 (14) "Governance interest" means a right under the organic law or organic rules of an
9435 unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
9436 (a) receive or demand access to information concerning, or the books and records of,
9437 the entity;
9438 (b) vote for or consent to the election of the governors of the entity; or
9439 (c) receive notice of or vote on or consent to an issue involving the internal affairs of
9440 the entity.
9441 (15) "Governor" means:
9442 (a) a director of a business corporation;
9443 (b) a director or trustee of a nonprofit corporation;
9444 (c) a general partner of a general partnership;
9445 (d) a general partner of a limited partnership;
9446 (e) a manager of a manager-managed limited liability company;
9447 (f) a member of a member-managed limited liability company;
9448 (g) a director of a limited cooperative association;
9449 (h) a manager of an unincorporated nonprofit association;
9450 (i) a trustee of a statutory trust, business trust, or common-law business trust; or
9451 (j) any other person under whose authority the powers of an entity are exercised and
9452 under whose direction the activities and affairs of the entity are managed pursuant to the
9453 organic law and organic rules of the entity.
9454 (16) "Interest" means:
9455 (a) a share in a business corporation;
9456 (b) a membership in a nonprofit corporation;
9457 (c) a partnership interest in a general partnership;
9458 (d) a partnership interest in a limited partnership;
9459 (e) a membership interest in a limited liability company;
9460 (f) a member's interest in a limited cooperative association;
9461 (g) a membership in an unincorporated nonprofit association;
9462 (h) a beneficial interest in a statutory trust, business trust, or common-law business
9463 trust; or
9464 (i) a governance interest or distributional interest in any other type of unincorporated
9465 entity.
9466 (17) "Interest exchange" means a transaction authorized by Sections 48-3a-1031
9467 through 48-3a-1036 .
9468 (18) "Interest holder" means:
9469 (a) a shareholder of a business corporation;
9470 (b) a member of a nonprofit corporation;
9471 (c) a general partner of a general partnership;
9472 (d) a general partner of a limited partnership;
9473 (e) a limited partner of a limited partnership;
9474 (f) a member of a limited liability company;
9475 (g) a member of a limited cooperative association;
9476 (h) a member of an unincorporated nonprofit association;
9477 (i) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law
9478 business trust; or
9479 (j) any other direct holder of an interest.
9480 (19) "Interest holder liability" means:
9481 (a) personal liability for a liability of an entity which is imposed on a person:
9482 (i) solely by reason of the status of the person as an interest holder; or
9483 (ii) by the organic rules of the entity which make one or more specified interest holders
9484 or categories of interest holders liable in their capacity as interest holders for all or specified
9485 liabilities of the entity; or
9486 (b) an obligation of an interest holder under the organic rules of an entity to contribute
9487 to the entity.
9488 (20) "Merger" means a transaction authorized by Sections 48-3a-1021 through
9489 48-3a-1026 .
9490 (21) "Merging entity" means an entity that is a party to a merger and exists
9491 immediately before the merger becomes effective.
9492 (22) "Organic law" means the law of an entity's jurisdiction of formation governing the
9493 internal affairs of the entity.
9494 (23) "Organic rules" means the public organic record and private organic rules of an
9495 entity.
9496 (24) "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or
9497 plan of domestication.
9498 (25) "Plan of conversion" means a plan under Section 48-3a-1042 .
9499 (26) "Plan of domestication" means a plan under Section 48-3a-1052 .
9500 (27) "Plan of interest exchange" means a plan under Section 48-3a-1032 .
9501 (28) "Plan of merger" means a plan under Section 48-3a-1022 .
9502 (29) "Private organic rules" means the rules, whether or not in a record, that govern the
9503 internal affairs of an entity, are binding on all its interest holders, and are not part of its public
9504 organic record, if any. The term includes:
9505 (a) the bylaws of a business corporation;
9506 (b) the bylaws of a nonprofit corporation;
9507 (c) the partnership agreement of a general partnership;
9508 (d) the partnership agreement of a limited partnership;
9509 (e) the operating agreement of a limited liability company;
9510 (f) the bylaws of a limited cooperative association;
9511 (g) the governing principles of an unincorporated nonprofit association; and
9512 (h) the trust instrument of a statutory trust or similar rules of a business trust or
9513 common-law business trust.
9514 (30) "Protected agreement" means:
9515 (a) a record evidencing indebtedness and any related agreement in effect on January 1,
9516 2014;
9517 (b) an agreement that is binding on an entity on January 1, 2014;
9518 (c) the organic rules of an entity in effect on January 1, 2014; or
9519 (d) an agreement that is binding on any of the governors or interest holders of an entity
9520 on January 1, 2014.
9521 (31) "Public organic record" means the record the filing of which by the division is
9522 required to form an entity and any amendment to or restatement of that record. The term
9523 includes:
9524 (a) the articles of incorporation of a business corporation;
9525 (b) the articles of incorporation of a nonprofit corporation;
9526 (c) the certificate of limited partnership of a limited partnership;
9527 (d) the certificate of organization of a limited liability company;
9528 (e) the articles of organization of a limited cooperative association; and
9529 (f) the certificate of trust of a statutory trust or similar record of a business trust.
9530 (32) "Registered foreign entity" means a foreign entity that is registered to do business
9531 in this state pursuant to a record filed by the division.
9532 (33) "Statement of conversion" means a statement under Section 48-3a-1045 .
9533 (34) "Statement of domestication" means a statement under Section 48-3a-1055 .
9534 (35) "Statement of interest exchange" means a statement under Section 48-3a-1035 .
9535 (36) "Statement of merger" means a statement under Section 48-3a-1025 .
9536 (37) "Surviving entity" means the entity that continues in existence after or is created
9537 by a merger.
9538 (38) "Type of entity" means a generic form of entity:
9539 (a) recognized at common law; or
9540 (b) formed under an organic law, whether or not some entities formed under that
9541 organic law are subject to provisions of that law that create different categories of the form of
9542 entity.
9543 Section 356. Section 48-3a-1002 is enacted to read:
9544 48-3a-1002. Relationship of part to other laws.
9545 This part does not authorize an act prohibited by, and does not affect the application or
9546 requirements of, law other than this chapter.
9547 Section 357. Section 48-3a-1003 is enacted to read:
9548 48-3a-1003. Required notice or approval.
9549 (1) A domestic or foreign entity that is required to give notice to, or obtain the approval
9550 of, a governmental agency or officer of this state to be a party to a merger must give the notice
9551 or obtain the approval to be a party to an interest exchange, conversion, or domestication.
9552 (2) Property held for a charitable purpose under the law of this state by a domestic or
9553 foreign entity immediately before a transaction under this part becomes effective may not, as a
9554 result of the transaction, be diverted from the objects for which it was donated, granted,
9555 devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this
9556 state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity
9557 obtains an appropriate order of the district court specifying the disposition of the property.
9558 (3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of
9559 donation, subscription, or conveyance that is made to a merging entity that is not the surviving
9560 entity and that takes effect or remains payable after the merger inures to the surviving entity. A
9561 trust obligation that would govern property if transferred to the nonsurviving entity applies to
9562 property that is transferred to the surviving entity under this section.
9563 Section 358. Section 48-3a-1004 is enacted to read:
9564 48-3a-1004. Status of filings.
9565 A filing under this part signed by a domestic entity becomes part of the public organic
9566 record of the entity if the entity's organic law provides that similar filings under that law
9567 become part of the public organic record of the entity.
9568 Section 359. Section 48-3a-1005 is enacted to read:
9569 48-3a-1005. Nonexclusivity.
9570 The fact that a transaction under this part produces a certain result does not preclude the
9571 same result from being accomplished in any other manner permitted by law other than this part.
9572 Section 360. Section 48-3a-1006 is enacted to read:
9573 48-3a-1006. References to external facts.
9574 A plan may refer to facts ascertainable outside the plan if the manner in which the facts
9575 will operate upon the plan is specified in the plan. The facts may include the occurrence of an
9576 event or a determination or action by a person, whether or not the event, determination, or
9577 action is within the control of a party to the transaction.
9578 Section 361. Section 48-3a-1007 is enacted to read:
9579 48-3a-1007. Alternative means of approval of transactions.
9580 Except as otherwise provided in the organic law or organic rules of a domestic entity,
9581 approval of a transaction under this part by the unanimous vote or consent of its interest
9582 holders satisfies the requirements of this part for approval of the transaction.
9583 Section 362. Section 48-3a-1008 is enacted to read:
9584 48-3a-1008. Appraisal rights.
9585 (1) An interest holder of a domestic merging, acquired, converting, or domesticating
9586 entity is entitled to appraisal rights in connection with the transaction if the interest holder
9587 would have been entitled to appraisal rights under the entity's organic law in connection with a
9588 merger in which the interest of the interest holder was changed, converted, or exchanged
9589 unless:
9590 (a) the organic law permits the organic rules to limit the availability of appraisal rights;
9591 and
9592 (b) the organic rules provide such a limit.
9593 (2) An interest holder of a domestic merging, acquired, converting, or domesticating
9594 entity is entitled to contractual appraisal rights in connection with a transaction under this part
9595 to the extent provided in:
9596 (a) the entity's organic rules; or
9597 (b) the plan.
9598 Section 363. Section 48-3a-1021 is enacted to read:
9599 48-3a-1021. Merger authorized.
9600 (1) By complying with Sections 48-3a-1021 through 48-3a-1026 :
9601 (a) one or more domestic limited liability companies may merge with one or more
9602 domestic or foreign entities into a domestic or foreign surviving entity; and
9603 (b) two or more foreign entities may merge into a domestic limited liability company.
9604 (2) By complying with the provisions of Sections 48-3a-1021 through 48-3a-1026
9605 applicable to foreign entities, a foreign entity may be a party to a merger under Sections
9606 48-3a-1021 through 48-3a-1026 or may be the surviving entity in such a merger if the merger is
9607 authorized by the law of the foreign entity's jurisdiction of formation.
9608 Section 364. Section 48-3a-1022 is enacted to read:
9609 48-3a-1022. Plan of merger.
9610 (1) A domestic limited liability company may become a party to a merger under
9611 Sections 48-3a-1021 through 48-3a-1026 by approving a plan of merger. The plan must be in a
9612 record and contain:
9613 (a) as to each merging entity, its name, jurisdiction of formation, and type of entity;
9614 (b) if the surviving entity is to be created in the merger, a statement to that effect and
9615 the entity's name, jurisdiction of formation, and type of entity;
9616 (c) the manner of converting the interests in each party to the merger into interests,
9617 securities, obligations, money, other property, rights to acquire interests or securities, or any
9618 combination of the foregoing;
9619 (d) if the surviving entity exists before the merger, any proposed amendments to its
9620 public organic record, if any, or to its private organic rules that are, or are proposed to be, in a
9621 record;
9622 (e) if the surviving entity is to be created in the merger, its proposed public organic
9623 record, if any, and the full text of its private organic rules that are proposed to be in a record;
9624 (f) the other terms and conditions of the merger; and
9625 (g) any other provision required by the law of a merging entity's jurisdiction of
9626 formation or the organic rules of a merging entity.
9627 (2) In addition to the requirements of Subsection (1), a plan of merger may contain any
9628 other provision not prohibited by law.
9629 Section 365. Section 48-3a-1023 is enacted to read:
9630 48-3a-1023. Approval of merger.
9631 (1) A plan of merger is not effective unless it has been approved:
9632 (a) by a domestic merging limited liability company, by all the members of the limited
9633 liability company entitled to vote on or consent to any matter; and
9634 (b) in a record, by each member of a domestic merging limited liability company that
9635 will have interest holder liability for debts, obligations, and other liabilities that arise after the
9636 merger becomes effective, unless:
9637 (i) the operating agreement of the limited liability company in a record provides for the
9638 approval of a merger in which some or all of its members become subject to interest holder
9639 liability by the vote or consent of fewer than all the members; and
9640 (ii) the member consented in a record to or voted for that provision of the operating
9641 agreement or became a member after the adoption of that provision.
9642 (2) A merger involving a domestic merging entity that is not a limited liability
9643 company is not effective unless the merger is approved by that entity in accordance with its
9644 organic law.
9645 (3) A merger involving a foreign merging entity is not effective unless the merger is
9646 approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of
9647 formation.
9648 Section 366. Section 48-3a-1024 is enacted to read:
9649 48-3a-1024. Amendment or abandonment of plan of merger.
9650 (1) A plan of merger may be amended only with the consent of each party to the plan,
9651 except as otherwise provided in the plan.
9652 (2) A domestic merging limited liability company may approve an amendment of a
9653 plan of merger:
9654 (a) in the same manner as the plan was approved, if the plan does not provide for the
9655 manner in which it may be amended; or
9656 (b) by the managers or members in the manner provided in the plan, but a member that
9657 was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to
9658 any amendment of the plan that will change:
9659 (i) the amount or kind of interests, securities, obligations, money, other property, rights
9660 to acquire interests or securities, or any combination of the foregoing, to be received by the
9661 interest holders of any party to the plan;
9662 (ii) the public organic record, if any, or private organic rules of the surviving entity that
9663 will be in effect immediately after the merger becomes effective, except for changes that do not
9664 require approval of the interest holders of the surviving entity under its organic law or organic
9665 rules; or
9666 (iii) any other terms or conditions of the plan, if the change would adversely affect the
9667 member in any material respect.
9668 (3) After a plan of merger has been approved and before a statement of merger
9669 becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by
9670 the plan, a domestic merging limited liability company may abandon the plan in the same
9671 manner as the plan was approved.
9672 (4) If a plan of merger is abandoned after a statement of merger has been delivered to
9673 the division for filing and before the statement becomes effective, a statement of abandonment,
9674 signed by a party to the plan, must be delivered to the division for filing before the statement of
9675 merger becomes effective. The statement of abandonment takes effect on filing, and the
9676 merger is abandoned and does not become effective. The statement of abandonment must
9677 contain:
9678 (a) the name of each party to the plan of merger;
9679 (b) the date on which the statement of merger was delivered to the division for filing;
9680 and
9681 (c) a statement that the merger has been abandoned in accordance with this section.
9682 Section 367. Section 48-3a-1025 is enacted to read:
9683 48-3a-1025. Statement of merger.
9684 (1) A statement of merger must be signed by each merging entity and delivered to the
9685 division for filing.
9686 (2) A statement of merger must contain:
9687 (a) the name, jurisdiction of formation, and type of entity of each merging entity that is
9688 not the surviving entity;
9689 (b) the name, jurisdiction of formation, and type of entity of the surviving entity;
9690 (c) a statement that the merger was approved by each domestic merging entity, if any,
9691 in accordance with Sections 48-3a-1021 through 48-3a-1026 and by each foreign merging
9692 entity, if any, in accordance with the law of its jurisdiction of formation;
9693 (d) if the surviving entity exists before the merger and is a domestic filing entity, any
9694 amendment to its public organic record approved as part of the plan of merger;
9695 (e) if the surviving entity is created by the merger and is a domestic filing entity, its
9696 public organic record, as an attachment;
9697 (f) if the surviving entity is created by the merger and is a domestic limited liability
9698 partnership, its statement of qualification, as an attachment; and
9699 (g) if the surviving entity is a foreign entity that is not a registered foreign entity, a
9700 mailing address to which the division may send any process served on the division pursuant to
9701 Subsection 48-3a-1026 (5).
9702 (3) In addition to the requirements of Subsection (2), a statement of merger may
9703 contain any other provision not prohibited by law.
9704 (4) If the surviving entity is a domestic entity, its public organic record, if any, must
9705 satisfy the requirements of the law of this state, but the public organic record does not need to
9706 be signed.
9707 (5) A plan of merger that is signed by all the merging entities and meets all the
9708 requirements of Subsection (2) may be delivered to the division for filing instead of a statement
9709 of merger and on filing has the same effect. If a plan of merger is filed as provided in this
9710 Subsection (5), references in this part to a statement of merger refer to the plan of merger filed
9711 under this Subsection (5).
9712 Section 368. Section 48-3a-1026 is enacted to read:
9713 48-3a-1026. Effect of merger.
9714 (1) When a merger becomes effective:
9715 (a) the surviving entity continues or comes into existence;
9716 (b) each merging entity that is not the surviving entity ceases to exist;
9717 (c) all property of each merging entity vests in the surviving entity without transfer,
9718 reversion, or impairment;
9719 (d) all debts, obligations, and other liabilities of each merging entity are debts,
9720 obligations, and other liabilities of the surviving entity;
9721 (e) except as otherwise provided by law or the plan of merger, all the rights, privileges,
9722 immunities, powers, and purposes of each merging entity vest in the surviving entity;
9723 (f) if the surviving entity exists before the merger:
9724 (i) all its property continues to be vested in it without transfer, reversion, or
9725 impairment;
9726 (ii) it remains subject to all its debts, obligations, and other liabilities; and
9727 (iii) all its rights, privileges, immunities, powers, and purposes continue to be vested in
9728 it;
9729 (g) the name of the surviving entity may be substituted for the name of any merging
9730 entity that is a party to any pending action or proceeding;
9731 (h) if the surviving entity exists before the merger:
9732 (i) its public organic record, if any, is amended as provided in the statement of merger;
9733 and
9734 (ii) its private organic rules that are to be in a record, if any, are amended to the extent
9735 provided in the plan of merger;
9736 (i) if the surviving entity is created by the merger:
9737 (i) its public organic record, if any, is effective; and
9738 (ii) its private organic rules are effective; and
9739 (j) the interests in each merging entity which are to be converted in the merger are
9740 converted, and the interest holders of those interests are entitled only to the rights provided to
9741 them under the plan of merger and to any appraisal rights they have under Section 48-3a-1008
9742 and the merging entity's organic law.
9743 (2) Except as otherwise provided in the organic law or organic rules of a merging
9744 entity, the merger does not give rise to any rights that an interest holder, governor, or third
9745 party would have upon a dissolution, liquidation, or winding up of the merging entity.
9746 (3) When a merger becomes effective, a person that did not have interest holder
9747 liability with respect to any of the merging entities and becomes subject to interest holder
9748 liability with respect to a domestic entity as a result of the merger has interest holder liability
9749 only to the extent provided by the organic law of that entity and only for those debts,
9750 obligations, and other liabilities that arise after the merger becomes effective.
9751 (4) When a merger becomes effective, the interest holder liability of a person that
9752 ceases to hold an interest in a domestic merging entity with respect to which the person had
9753 interest holder liability is as follows:
9754 (a) The merger does not discharge any interest holder liability under the organic law of
9755 the domestic merging entity to the extent the interest holder liability arose before the merger
9756 became effective.
9757 (b) The person does not have interest holder liability under the organic law of the
9758 domestic merging entity for any debt, obligation, or other liability that arises after the merger
9759 becomes effective.
9760 (c) The organic law of the domestic merging entity continues to apply to the release,
9761 collection, or discharge of any interest holder liability preserved under Subsection (4)(a) as if
9762 the merger had not occurred and the surviving entity were the domestic merging entity.
9763 (d) The person has whatever rights of contribution from any other person as are
9764 provided by law other than this chapter, this chapter, or the organic rules of the domestic
9765 merging entity with respect to any interest holder liability preserved under Subsection (4)(a) as
9766 if the merger had not occurred.
9767 (5) When a merger becomes effective, a foreign entity that is the surviving entity may
9768 be served with process in this state for the collection and enforcement of any debts, obligations,
9769 or other liabilities of a domestic merging entity as provided in Section 16-17-301 .
9770 (6) When a merger becomes effective, the registration to do business in this state of
9771 any foreign merging entity that is not the surviving entity is canceled.
9772 Section 369. Section 48-3a-1031 is enacted to read:
9773 48-3a-1031. Interest exchange authorized.
9774 (1) By complying with Sections 48-3a-1031 through 48-3a-1036 :
9775 (a) a domestic limited liability company may acquire all of one or more classes or
9776 series of interests of another domestic or foreign entity in exchange for interests, securities,
9777 obligations, money, other property, rights to acquire interests or securities, or any combination
9778 of the foregoing; or
9779 (b) all of one or more classes or series of interests of a domestic limited liability
9780 company may be acquired by another domestic or foreign entity in exchange for interests,
9781 securities, obligations, money, other property, rights to acquire interests or securities, or any
9782 combination of the foregoing.
9783 (2) By complying with the provisions of Sections 48-3a-1031 through 48-3a-1036
9784 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an
9785 interest exchange under Sections 48-3a-1031 through 48-3a-1036 if the interest exchange is
9786 authorized by the law of the foreign entity's jurisdiction of formation.
9787 (3) If a protected agreement contains a provision that applies to a merger of a domestic
9788 limited liability company but does not refer to an interest exchange, the provision applies to an
9789 interest exchange in which the domestic limited liability company is the acquired entity as if
9790 the interest exchange were a merger until the provision is amended after January 1, 2014.
9791 Section 370. Section 48-3a-1032 is enacted to read:
9792 48-3a-1032. Plan of interest exchange.
9793 (1) A domestic limited liability company may be the acquired entity in an interest
9794 exchange under Sections 48-3a-1031 through 48-3a-1036 by approving a plan of interest
9795 exchange. The plan must be in a record and contain:
9796 (a) the name of the acquired entity;
9797 (b) the name, jurisdiction of formation, and type of entity of the acquiring entity;
9798 (c) the manner of converting the interests in the acquired entity into interests,
9799 securities, obligations, money, other property, rights to acquire interests or securities, or any
9800 combination of the foregoing;
9801 (d) any proposed amendments to the certificate of organization or operating agreement
9802 that are, or are proposed to be, in a record of the acquired entity;
9803 (e) the other terms and conditions of the interest exchange; and
9804 (f) any other provision required by the law of this state or the operating agreement of
9805 the acquired entity.
9806 (2) In addition to the requirements of Subsection (1), a plan of interest exchange may
9807 contain any other provision not prohibited by law.
9808 Section 371. Section 48-3a-1033 is enacted to read:
9809 48-3a-1033. Approval of interest exchange.
9810 (1) A plan of interest exchange is not effective unless it has been approved:
9811 (a) by all the members of a domestic acquired limited liability company entitled to vote
9812 on or consent to any matter; and
9813 (b) in a record, by each member of the domestic acquired limited liability company that
9814 will have interest holder liability for debts, obligations, and other liabilities that arise after the
9815 interest exchange becomes effective, unless:
9816 (i) the operating agreement of the limited liability company in a record provides for the
9817 approval of an interest exchange or a merger in which some or all of its members become
9818 subject to interest holder liability by the vote or consent of fewer than all the members; and
9819 (ii) the member consented in a record to or voted for that provision of the operating
9820 agreement or became a member after the adoption of that provision.
9821 (2) An interest exchange involving a domestic acquired entity that is not a limited
9822 liability company is not effective unless it is approved by the domestic entity in accordance
9823 with its organic law.
9824 (3) An interest exchange involving a foreign acquired entity is not effective unless it is
9825 approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of
9826 formation.
9827 (4) Except as otherwise provided in its organic law or organic rules, the interest holders
9828 of the acquiring entity are not required to approve the interest exchange.
9829 Section 372. Section 48-3a-1034 is enacted to read:
9830 48-3a-1034. Amendment or abandonment of plan of interest exchange.
9831 (1) A plan of interest exchange may be amended only with the consent of each party to
9832 the plan, except as otherwise provided in the plan.
9833 (2) A domestic acquired limited liability company may approve an amendment of a
9834 plan of interest exchange:
9835 (a) in the same manner as the plan was approved, if the plan does not provide for the
9836 manner in which it may be amended; or
9837 (b) by the managers or members of the domestic acquired limited liability company in
9838 the manner provided in the plan, but an interest holder that was entitled to vote on or consent to
9839 approval of the interest exchange is entitled to vote on or consent to any amendment of the plan
9840 that will change:
9841 (i) the amount or kind of interests, securities, obligations, money, other property, rights
9842 to acquire interests or securities, or any combination of the foregoing, to be received by any of
9843 the members of the acquired limited liability company under the plan;
9844 (ii) the certificate of organization or operating agreement of the acquired limited
9845 liability company that will be in effect immediately after the interest exchange becomes
9846 effective, except for changes that do not require approval of the members of the acquired
9847 limited liability company under this chapter or the operating agreement; or
9848 (iii) any other terms or conditions of the plan, if the change would adversely affect the
9849 member in any material respect.
9850 (3) After a plan of interest exchange has been approved and before a statement of
9851 interest exchange becomes effective, the plan may be abandoned as provided in the plan.
9852 Unless prohibited by the plan, a domestic acquired limited liability company may abandon the
9853 plan in the same manner as the plan was approved.
9854 (4) If a plan of interest exchange is abandoned after a statement of interest exchange
9855 has been delivered to the division for filing and before the statement becomes effective, a
9856 statement of abandonment, signed by the acquired limited liability company, must be delivered
9857 to the division for filing before the statement of interest exchange becomes effective. The
9858 statement of abandonment takes effect on filing, and the interest exchange is abandoned and
9859 does not become effective. The statement of abandonment must contain:
9860 (a) the name of the acquired limited liability company;
9861 (b) the date on which the statement of interest exchange was delivered to the division
9862 for filing; and
9863 (c) a statement that the interest exchange has been abandoned in accordance with this
9864 section.
9865 Section 373. Section 48-3a-1035 is enacted to read:
9866 48-3a-1035. Statement of interest exchange.
9867 (1) A statement of interest exchange must be signed by a domestic acquired limited
9868 liability company and delivered to the division for filing.
9869 (2) A statement of interest exchange must contain:
9870 (a) the name of the acquired limited liability company;
9871 (b) the name, jurisdiction of formation, and type of entity of the acquiring entity;
9872 (c) a statement that the plan of interest exchange was approved by the acquired limited
9873 liability entity in accordance with Sections 48-3a-1031 through 48-3a-1036 ; and
9874 (d) any amendments to the acquired limited liability company's certificate of
9875 organization approved as part of the plan of interest exchange.
9876 (3) In addition to the requirements of Subsection (2), a statement of interest exchange
9877 may contain any other provision not prohibited by law.
9878 (4) A plan of interest exchange that is signed by a domestic acquired limited liability
9879 company and meets all the requirements of Subsection (2) may be delivered to the division for
9880 filing instead of a statement of interest exchange and on filing has the same effect. If a plan of
9881 interest exchange is filed as provided in this Subsection (4), references in this part to a
9882 statement of interest exchange refer to the plan of interest exchange filed under this Subsection
9883 (4).
9884 Section 374. Section 48-3a-1036 is enacted to read:
9885 48-3a-1036. Effect of interest exchange.
9886 (1) When an interest exchange in which the acquired entity is a domestic limited
9887 liability company becomes effective:
9888 (a) the interests in a domestic limited liability company that are the subject of the
9889 interest exchange cease to exist or are converted or exchanged, and the members holding those
9890 interests are entitled only to the rights provided to them under the plan of interest exchange and
9891 to any appraisal rights they have under Section 48-3a-1008 ;
9892 (b) the acquiring entity becomes the interest holder of the interests in the acquired
9893 limited liability company stated in the plan of interest exchange to be acquired by the acquiring
9894 entity;
9895 (c) the certificate of organization of the acquired limited liability company is amended
9896 as provided in the statement of interest exchange; and
9897 (d) the provisions of the operating agreement of the acquired limited liability company
9898 that are to be in a record, if any, are amended to the extent provided in the plan of interest
9899 exchange.
9900 (2) Except as otherwise provided in the operating agreement of a domestic acquired
9901 limited liability company, the interest exchange does not give rise to any rights that a member,
9902 manager, or third party would have upon a dissolution, liquidation, or winding up of the
9903 acquired limited liability company.
9904 (3) When an interest exchange becomes effective, a person that did not have interest
9905 holder liability with respect to a domestic acquired limited liability company and becomes
9906 subject to interest holder liability with respect to a domestic entity as a result of the interest
9907 exchange has interest holder liability only to the extent provided by the organic law of the
9908 entity and only for those debts, obligations, and other liabilities that arise after the interest
9909 exchange becomes effective.
9910 (4) When an interest exchange becomes effective, the interest holder liability of a
9911 person that ceases to hold an interest in a domestic acquired limited liability company with
9912 respect to which the person had interest holder liability is as follows:
9913 (a) The interest exchange does not discharge any interest holder liability to the extent
9914 the interest holder liability arose before the interest exchange became effective.
9915 (b) The person does not have interest holder liability for any debt, obligation, or other
9916 liability that arises after the interest exchange becomes effective.
9917 (c) The person has whatever rights of contribution from any other person as are
9918 provided by law other than this chapter, this chapter, or the operating agreement of the acquired
9919 limited liability company with respect to any interest holder liability preserved under
9920 Subsection (4)(a) as if the interest exchange had not occurred.
9921 Section 375. Section 48-3a-1041 is enacted to read:
9922 48-3a-1041. Conversion authorized.
9923 (1) By complying with Sections 48-3a-1041 through 48-3a-1046 , a domestic limited
9924 liability company may become:
9925 (a) a domestic entity that is a different type of entity; or
9926 (b) a foreign entity that is a different type of entity, if the conversion is authorized by
9927 the law of the foreign jurisdiction.
9928 (2) By complying with the provisions of Sections 48-3a-1041 through 48-3a-1046
9929 applicable to foreign entities, a foreign entity that is not a foreign limited liability company may
9930 become a domestic limited liability company if the conversion is authorized by the law of the
9931 foreign entity's jurisdiction of formation.
9932 (3) If a protected agreement contains a provision that applies to a merger of a domestic
9933 limited liability company but does not refer to a conversion, the provision applies to a
9934 conversion of the entity as if the conversion were a merger until the provision is amended after
9935 January 1, 2014.
9936 Section 376. Section 48-3a-1042 is enacted to read:
9937 48-3a-1042. Plan of conversion.
9938 (1) A domestic limited liability company may convert to a different type of entity under
9939 Sections 48-3a-1041 through 48-3a-1046 by approving a plan of conversion. The plan must be
9940 in a record and contain:
9941 (a) the name of the converting limited liability company;
9942 (b) the name, jurisdiction of formation, and type of entity of the converted entity;
9943 (c) the manner of converting the interests in the converting limited liability company
9944 into interests, securities, obligations, money, other property, rights to acquire interests or
9945 securities, or any combination of the foregoing;
9946 (d) the proposed public organic record of the converted entity if it will be a filing
9947 entity;
9948 (e) the full text of the private organic rules of the converted entity that are proposed to
9949 be in a record;
9950 (f) the other terms and conditions of the conversion; and
9951 (g) any other provision required by the law of this state or the operating agreement of
9952 the converting limited liability company.
9953 (2) In addition to the requirements of Subsection (1), a plan of conversion may contain
9954 any other provision not prohibited by law.
9955 Section 377. Section 48-3a-1043 is enacted to read:
9956 48-3a-1043. Approval of conversion.
9957 (1) A plan of conversion is not effective unless it has been approved:
9958 (a) by a domestic converting limited liability company by all the members of the
9959 limited liability company entitled to vote on or consent to any matter; and
9960 (b) in a record, by each member of a domestic converting limited liability company that
9961 will have interest holder liability for debts, obligations, and other liabilities that arise after the
9962 conversion becomes effective:
9963 (i) the operating agreement of the limited liability company provides in a record for the
9964 approval of a conversion or a merger in which some or all of its interest holders become subject
9965 to interest holder liability by the vote or consent of fewer than all the interest holders; and
9966 (ii) the member voted for or consented in a record to that provision of the operating
9967 agreement or became a member after the adoption of that provision.
9968 (2) A conversion involving a domestic converting entity that is not a limited liability
9969 company is not effective unless it is approved by the domestic converting entity in accordance
9970 with its organic law.
9971 (3) A conversion of a foreign converting entity is not effective unless it is approved by
9972 the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
9973 Section 378. Section 48-3a-1044 is enacted to read:
9974 48-3a-1044. Amendment or abandonment of plan of conversion.
9975 (1) A plan of conversion of a domestic converting limited liability company may be
9976 amended:
9977 (a) in the same manner as the plan was approved, if the plan does not provide for the
9978 manner in which it may be amended; or
9979 (b) by the managers or members of the entity in the manner provided in the plan, but a
9980 member that was entitled to vote on or consent to approval of the conversion is entitled to vote
9981 on or consent to any amendment of the plan that will change:
9982 (i) the amount or kind of interests, securities, obligations, money, other property, rights
9983 to acquire interests or securities, or any combination of the foregoing, to be received by any of
9984 the interest holders of the converting entity under the plan;
9985 (ii) the public organic record or private organic rules of the converted entity that will be
9986 in effect immediately after the conversion becomes effective, except for changes that do not
9987 require approval of the interest holders of the converted entity under its organic law or organic
9988 rules; or
9989 (iii) any other terms or conditions of the plan, if the change would adversely affect the
9990 interest holder in any material respect.
9991 (2) After a plan of conversion has been approved by a domestic converting limited
9992 liability company and before a statement of conversion becomes effective, the plan may be
9993 abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting
9994 limited liability company may abandon the plan in the same manner as the plan was approved.
9995 (3) If a plan of conversion is abandoned after a statement of conversion has been
9996 delivered to the division for filing and before the statement of conversion becomes effective, a
9997 statement of abandonment, signed by the converting entity, must be delivered to the division
9998 for filing before the time the statement of conversion becomes effective. The statement of
9999 abandonment takes effect on filing, and the conversion is abandoned and does not become
10000 effective. The statement of abandonment must contain:
10001 (a) the name of the converting limited liability company;
10002 (b) the date on which the statement of conversion was delivered to the division for
10003 filing; and
10004 (c) a statement that the conversion has been abandoned in accordance with this section.
10005 Section 379. Section 48-3a-1045 is enacted to read:
10006 48-3a-1045. Statement of conversion.
10007 (1) A statement of conversion must be signed by the converting entity and delivered to
10008 the division for filing.
10009 (2) A statement of conversion must contain:
10010 (a) the name, jurisdiction of formation, and type of entity of the converting entity;
10011 (b) the name, jurisdiction of formation, and type of entity of the converted entity;
10012 (c) if the converting entity is a domestic entity, a statement that the plan of conversion
10013 was approved in accordance with Sections 48-3a-1041 through 48-3a-1046 or, if the converting
10014 entity is a foreign entity, a statement that the conversion was approved by the foreign
10015 converting entity in accordance with the law of its jurisdiction of formation;
10016 (d) if the converted entity is a domestic filing entity, the text of its public organic
10017 record, as an attachment;
10018 (e) if the converted entity is a domestic limited liability partnership, the text of its
10019 statement of qualification, as an attachment; and
10020 (f) if the converted entity is a foreign entity that is not a registered foreign entity, a
10021 mailing address to which the division may send any process served on the division pursuant to
10022 Subsection 48-3a-1046 (5).
10023 (3) In addition to the requirements of Subsection (2), a statement of conversion may
10024 contain any other provision not prohibited by law.
10025 (4) If a converted entity is a domestic entity, its public organic record, if any, must
10026 satisfy the requirements of the law of this state, but the public organic record does not need to
10027 be signed.
10028 (5) A plan of conversion that is signed by a domestic converting entity and meets all
10029 the requirements of Subsection (2) may be delivered to the division for filing instead of a
10030 statement of conversion and on filing has the same effect. If a plan of conversion is filed as
10031 provided in this Subsection (5), references in this part to a statement of conversion refer to the
10032 plan of conversion filed under this Subsection (5).
10033 Section 380. Section 48-3a-1046 is enacted to read:
10034 48-3a-1046. Effect of conversion.
10035 (1) When a conversion in which the converted entity is a domestic limited liability
10036 company becomes effective:
10037 (a) the converted entity is:
10038 (i) organized under and subject to this chapter; and
10039 (ii) the same entity without interruption as the converting entity;
10040 (b) all property of the converting entity continues to be vested in the converted entity
10041 without transfer, reversion, or impairment;
10042 (c) all debts, obligations, and other liabilities of the converting entity continue as debts,
10043 obligations, and other liabilities of the converted entity;
10044 (d) except as otherwise provided by law or the plan of conversion, all the rights,
10045 privileges, immunities, powers, and purposes of the converting entity remain in the converted
10046 entity;
10047 (e) the name of the converted entity may be substituted for the name of the converting
10048 entity in any pending action or proceeding;
10049 (f) the provisions of the operating agreement of the converted entity that are to be in a
10050 record, if any, approved as part of the plan of conversion are effective; and
10051 (g) the interests in the converting entity are converted, and the interest holders of the
10052 converting entity are entitled only to the rights provided to them under the plan of conversion
10053 and to any appraisal rights they have under Section 48-3a-1008 and the converting entity's
10054 organic law.
10055 (2) Except as otherwise provided in the operating agreement of a domestic converting
10056 limited liability company, the conversion does not give rise to any rights that a member,
10057 manager, or third party would have upon a dissolution, liquidation, or winding up of the
10058 converting entity.
10059 (3) When a conversion becomes effective, a person that did not have interest holder
10060 liability with respect to the converting entity and becomes subject to interest holder liability
10061 with respect to a domestic entity as a result of the conversion has interest holder liability only
10062 to the extent provided by the organic law of the entity and only for those debts, obligations, and
10063 other liabilities that arise after the conversion becomes effective.
10064 (4) When a conversion becomes effective, the interest holder liability of a person that
10065 ceases to hold an interest in a domestic limited liability company with respect to which the
10066 person had interest holder liability is as follows:
10067 (a) the conversion does not discharge any interest holder liability to the extent the
10068 interest holder liability arose before the conversion became effective;
10069 (b) the person does not have interest holder liability for any debt, obligation, or other
10070 liability that arises after the conversion becomes effective; and
10071 (c) the person has whatever rights of contribution from any other person as are
10072 provided by law other than this chapter, this chapter, or the operating agreement of the
10073 converting entity with respect to any interest holder liability preserved under Subsection (4)(a)
10074 as if the conversion had not occurred.
10075 (5) When a conversion becomes effective, a foreign entity that is the converted entity
10076 may be served with process in this state for the collection and enforcement of any of its debts,
10077 obligations, and liabilities as provided in Section 16-17-301 .
10078 (6) If the converting entity is a registered foreign entity, the registration to do business
10079 in this state of the converting entity is canceled when the conversion becomes effective.
10080 (7) A conversion does not require the entity to wind up its affairs and does not
10081 constitute or cause the dissolution of the entity.
10082 Section 381. Section 48-3a-1051 is enacted to read:
10083 48-3a-1051. Domestication authorized.
10084 (1) By complying with Sections 48-3a-1051 through 48-3a-1056 , a domestic limited
10085 liability company may become a foreign limited liability company if the domestication is
10086 authorized by the law of the foreign jurisdiction.
10087 (2) By complying with the provisions of Sections 48-3a-1051 through 48-3a-1056
10088 applicable to foreign limited liability companies, a foreign limited liability company may
10089 become a domestic limited liability company if the domestication is authorized by the law of
10090 the foreign limited liability company's jurisdiction of formation.
10091 (3) If a protected agreement contains a provision that applies to a merger of a domestic
10092 limited liability company but does not refer to a domestication, the provision applies to a
10093 domestication of the limited liability company as if the domestication were a merger until the
10094 provision is amended after January 1, 2014.
10095 Section 382. Section 48-3a-1052 is enacted to read:
10096 48-3a-1052. Plan of domestication.
10097 (1) A domestic limited liability company may become a foreign limited liability
10098 company in a domestication by approving a plan of domestication. The plan must be in a
10099 record and contain:
10100 (a) the name of the domesticating limited liability company;
10101 (b) the name and jurisdiction of formation of the domesticated limited liability
10102 company;
10103 (c) the manner of converting the interests in the domesticating limited liability
10104 company into interests, securities, obligations, money, other property, rights to acquire interests
10105 or securities, or any combination of the foregoing;
10106 (d) the proposed certificate of organization of the domesticated limited liability
10107 company;
10108 (e) the full text of the provisions of the operating agreement of the domesticated
10109 limited liability company that are proposed to be in a record;
10110 (f) the other terms and conditions of the domestication; and
10111 (g) any other provision required by the law of this state or the operating agreement of
10112 the domesticating limited liability company.
10113 (2) In addition to the requirements of Subsection (1), a plan of domestication may
10114 contain any other provision not prohibited by law.
10115 Section 383. Section 48-3a-1053 is enacted to read:
10116 48-3a-1053. Approval of domestication.
10117 (1) A plan of domestication of a domestic domesticating limited liability company is
10118 not effective unless it has been approved:
10119 (a) by all the members entitled to vote on or consent to any matter; and
10120 (b) in a record, by each member that will have interest holder liability for debts,
10121 obligations, and other liabilities that arise after the domestication becomes effective, unless:
10122 (i) the operating agreement of the entity in a record provides for the approval of a
10123 domestication or merger in which some or all of its members become subject to interest holder
10124 liability by the vote or consent of fewer than all the members; and
10125 (ii) the member voted for or consented in a record to that provision of the operating
10126 agreement or became an interest holder after the adoption of that provision.
10127 (2) A domestication of a foreign domesticating limited liability company is not
10128 effective unless it is approved in accordance with the law of the foreign limited liability
10129 company's jurisdiction of formation.
10130 Section 384. Section 48-3a-1054 is enacted to read:
10131 48-3a-1054. Amendment or abandonment of plan of domestication.
10132 (1) A plan of domestication of a domestic domesticating limited liability company may
10133 be amended:
10134 (a) in the same manner as the plan was approved, if the plan does not provide for the
10135 manner in which it may be amended; or
10136 (b) by the managers or members of the limited liability company in the manner
10137 provided in the plan, but a member that was entitled to vote on or consent to approval of the
10138 domestication is entitled to vote on or consent to any amendment of the plan that will change:
10139 (i) the amount or kind of interests, securities, obligations, money, other property, rights
10140 to acquire interests or securities, or any combination of the foregoing, to be received by any of
10141 the interest holders of the domesticating limited liability company under the plan;
10142 (ii) the certificate of organization or operating agreement of the domesticated limited
10143 liability company that will be in effect immediately after the domestication becomes effective,
10144 except for changes that do not require approval of the members of the domesticated limited
10145 liability company under its organic law or operating agreement; or
10146 (iii) any other terms or conditions of the plan, if the change would adversely affect the
10147 interest holder in any material respect.
10148 (2) After a plan of domestication has been approved by a domestic domesticating
10149 limited liability company and before a statement of domestication becomes effective, the plan
10150 may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic
10151 domesticating limited liability company may abandon the plan in the same manner as the plan
10152 was approved.
10153 (3) If a plan of domestication is abandoned after a statement of domestication has been
10154 delivered to the division for filing and before the statement of domestication becomes effective,
10155 a statement of abandonment, signed by the domesticating limited liability company, must be
10156 delivered to the division for filing before the time the statement of domestication becomes
10157 effective. The statement of abandonment takes effect on filing, and the domestication is
10158 abandoned and does not become effective. The statement of abandonment must contain:
10159 (a) the name of the domesticating limited liability company;
10160 (b) the date on which the statement of domestication was delivered to the division for
10161 filing; and
10162 (c) a statement that the domestication has been abandoned in accordance with this
10163 section.
10164 Section 385. Section 48-3a-1055 is enacted to read:
10165 48-3a-1055. Statement of domestication.
10166 (1) A statement of domestication must be signed by the domesticating limited liability
10167 company and delivered to the division for filing.
10168 (2) A statement of domestication must contain:
10169 (a) the name and jurisdiction of formation of the domesticating limited liability
10170 company;
10171 (b) the name and jurisdiction of formation of the domesticated limited liability
10172 company;
10173 (c) if the domesticating limited liability company is a domestic limited liability
10174 company, a statement that the plan of domestication was approved in accordance with Sections
10175 48-3a-1051 through 48-3a-1056 or, if the domesticating limited liability company is a foreign
10176 limited liability company, a statement that the domestication was approved in accordance with
10177 the law of its jurisdiction of formation;
10178 (d) the certificate of organization of the domesticated limited liability company, as an
10179 attachment; and
10180 (e) if the domesticated foreign limited liability company is not a registered foreign
10181 limited liability company, a mailing address to which the division may send any process served
10182 on the division pursuant to Subsection 48-3a-1056 (5).
10183 (3) In addition to the requirements of Subsection (2), a statement of domestication may
10184 contain any other provision not prohibited by law.
10185 (4) The certificate of organization of a domesticated domestic limited liability company
10186 must satisfy the requirements of the law of this state, but the certificate does not need to be
10187 signed.
10188 (5) A plan of domestication that is signed by a domesticating domestic limited liability
10189 company and meets all the requirements of Subsection (2) may be delivered to the division for
10190 filing instead of a statement of domestication and on filing has the same effect. If a plan of
10191 domestication is filed as provided in this Subsection (5), references in this part to a statement
10192 of domestication refer to the plan of domestication filed under this Subsection (5).
10193 Section 386. Section 48-3a-1056 is enacted to read:
10194 48-3a-1056. Effect of domestication.
10195 (1) When a domestication becomes effective:
10196 (a) the domesticated limited liability company is:
10197 (i) organized under and subject to the organic law of the domesticated limited liability
10198 company; and
10199 (ii) the same entity without interruption as the domesticating limited liability company;
10200 (b) all property of the domesticating limited liability company continues to be vested in
10201 the domesticated limited liability company without transfer, reversion, or impairment;
10202 (c) all debts, obligations, and other liabilities of the domesticating limited liability
10203 company continue as debts, obligations, and other liabilities of the domesticated limited
10204 liability company;
10205 (d) except as otherwise provided by law or the plan of domestication, all the rights,
10206 privileges, immunities, powers, and purposes of the domesticating limited liability company
10207 remain in the domesticated limited liability company;
10208 (e) the name of the domesticated limited liability company may be substituted for the
10209 name of the domesticating limited liability company in any pending action or proceeding;
10210 (f) the certificate of organization of the domesticated limited liability company is
10211 effective;
10212 (g) the provisions of the operating agreement of the domesticated limited liability
10213 company that are to be in a record, if any, approved as part of the plan of domestication are
10214 effective; and
10215 (h) the interests in the domesticating limited liability company are converted to the
10216 extent and as approved in connection with the domestication, and the members of the
10217 domesticating limited liability company are entitled only to the rights provided to them under
10218 the plan of domestication and to any appraisal rights they have under Section 48-3a-1008 .
10219 (2) Except as otherwise provided in the organic law or operating agreement of the
10220 domesticating limited liability company, the domestication does not give rise to any rights that
10221 a member, manager, or third party would have upon a dissolution, liquidation, or winding up of
10222 the domesticating limited liability company.
10223 (3) When a domestication becomes effective, a person that did not have interest holder
10224 liability with respect to the domesticating limited liability company and becomes subject to
10225 interest holder liability with respect to a domestic limited liability company as a result of the
10226 domestication has interest holder liability only to the extent provided by the organic law of the
10227 domestic limited liability company and only for those debts, obligations, and other liabilities
10228 that arise after the domestication becomes effective.
10229 (4) When a domestication becomes effective:
10230 (a) The domestication does not discharge any interest holder liability under this chapter
10231 to the extent the interest holder liability arose before the domestication became effective.
10232 (b) A person does not have interest holder liability under this part for any debts,
10233 obligations, and other liabilities that arise after the domestication becomes effective.
10234 (c) A person has whatever rights of contribution from any other person as are provided
10235 by law other than this chapter, this chapter, or the operating agreement of a domestic
10236 domesticating limited liability company with respect to any interest holder liability preserved
10237 under Subsection (4)(a) as if the domestication had not occurred.
10238 (5) When a domestication becomes effective, a foreign limited liability company that is
10239 the domesticated limited liability company may be served with process in this state for the
10240 collection and enforcement of any of its debts, obligations, and liabilities as provided in
10241 Section 16-17-301 .
10242 (6) If the domesticating limited liability company is a registered foreign limited
10243 liability company, the registration of the foreign limited liability company is canceled when the
10244 domestication becomes effective.
10245 (7) A domestication does not require the limited liability company to wind up its affairs
10246 and does not constitute or cause the dissolution of the company.
10247 Section 387. Section 48-3a-1101 is enacted to read:
10248
10249 48-3a-1101. Definitions.
10250 As used in this part:
10251 (1) "Professional services" means a personal service provided by:
10252 (a) a public accountant holding a license under Title 58, Chapter 26a, Certified Public
10253 Accountant Licensing Act, or a subsequent law regulating the practice of public accounting;
10254 (b) an architect holding a license under Title 58, Chapter 3a, Architects Licensing Act,
10255 or a subsequent law regulating the practice of architecture;
10256 (c) an attorney granted the authority to practice law by the:
10257 (i) Utah Supreme Court; or
10258 (ii) one or more of the following that licenses or regulates the authority to practice law
10259 in a state or territory of the United States other than Utah:
10260 (A) a supreme court;
10261 (B) a court other than a supreme court;
10262 (C) an agency;
10263 (D) an instrumentality; or
10264 (E) a regulating board;
10265 (d) a chiropractor holding a license under Title 58, Chapter 73, Chiropractic Physician
10266 Practice Act, or any subsequent law regulating the practice of chiropractics;
10267 (e) a doctor of dentistry holding a license under Title 58, Chapter 69, Dentist and
10268 Dental Hygienist Practice Act, or a subsequent law regulating the practice of dentistry;
10269 (f) a professional engineer registered under Title 58, Chapter 22, Professional
10270 Engineers and Professional Land Surveyors Licensing Act, or a subsequent law regulating the
10271 practice of engineers and land surveyors;
10272 (g) a naturopath holding a license under Title 58, Chapter 71, Naturopathic Physician
10273 Practice Act, or a subsequent law regulating the practice of naturopathy;
10274 (h) a nurse licensed under Title 58, Chapter 31b, Nurse Practice Act, or Title 58,
10275 Chapter 44a, Nurse Midwife Practice Act, or a subsequent law regulating the practice of
10276 nursing;
10277 (i) an optometrist holding a license under Title 58, Chapter 16a, Utah Optometry
10278 Practice Act, or a subsequent law regulating the practice of optometry;
10279 (j) an osteopathic physician or surgeon holding a license under Title 58, Chapter 68,
10280 Utah Osteopathic Medical Practice Act, or a subsequent law regulating the practice of
10281 osteopathy;
10282 (k) a pharmacist holding a license under Title 58, Chapter 17b, Pharmacy Practice Act,
10283 or a subsequent law regulating the practice of pharmacy;
10284 (l) a physician, surgeon, or doctor of medicine holding a license under Title 58,
10285 Chapter 67, Utah Medical Practice Act, or a subsequent law regulating the practice of
10286 medicine;
10287 (m) a physical therapist holding a license under Title 58, Chapter 24b, Physical
10288 Therapy Practice Act, or a subsequent law regulating the practice of physical therapy;
10289 (n) a podiatric physician holding a license under Title 58, Chapter 5a, Podiatric
10290 Physician Licensing Act, or a subsequent law regulating the practice of podiatry;
10291 (o) a psychologist holding a license under Title 58, Chapter 61, Psychologist Licensing
10292 Act, or any subsequent law regulating the practice of psychology;
10293 (p) a principal broker, associate broker, or sales agent holding a license under Title 61,
10294 Chapter 2f, Real Estate Licensing and Practices Act, or a subsequent law regulating the sale,
10295 exchange, purchase, rental, or leasing of real estate;
10296 (q) a clinical or certified social worker holding a license under Title 58, Chapter 60,
10297 Part 2, Social Worker Licensing Act, or a subsequent law regulating the practice of social
10298 work;
10299 (r) a mental health therapist holding a license under Title 58, Chapter 60, Mental
10300 Health Professional Practice Act, or a subsequent law regulating the practice of mental health
10301 therapy;
10302 (s) a veterinarian holding a license under Title 58, Chapter 28, Veterinary Practice Act,
10303 or a subsequent law regulating the practice of veterinary medicine; or
10304 (t) an individual licensed, certified, or registered under Title 61, Chapter 2g, Real
10305 Estate Appraiser Licensing and Certification Act, or a subsequent law regulating the practice of
10306 appraising real estate.
10307 (2) "Regulating board" means the entity organized pursuant to state law that licenses
10308 and regulates the practice of the profession that a limited liability company is organized to
10309 provide.
10310 Section 388. Section 48-3a-1102 is enacted to read:
10311 48-3a-1102. Application of this part.
10312 (1) If a conflict arises between this part and another provision of this chapter, this part
10313 controls.
10314 (2) Notwithstanding the other provisions of this part, on and after January 1, 2016:
10315 (a) a professional services company may not designate series of transferable interests;
10316 and
10317 (b) a limited liability company may not form a professional services company as a
10318 series of the limited liability company.
10319 Section 389. Section 48-3a-1103 is enacted to read:
10320 48-3a-1103. Additional requirements for certificate of organization.
10321 The certificate of organization of a professional services company shall:
10322 (1) comply with Section 48-3a-201 ; and
10323 (2) contain the following:
10324 (a) a name consistent with Section 48-3a-1104 ;
10325 (b) a description of the profession to be practiced through the professional services
10326 company; and
10327 (c) notwithstanding Section 48-3a-201 , the name and street address of each member or
10328 manager of the professional services company.
10329 Section 390. Section 48-3a-1104 is enacted to read:
10330 48-3a-1104. Name limitations.
10331 (1) The name of a domestic professional services company and of a foreign
10332 professional services company authorized to transact business in this state, in addition to
10333 complying with Sections 48-3a-108 and 48-3a-906 :
10334 (a) may not contain language stating or implying that it is formed for a purpose other
10335 than that authorized by:
10336 (i) its certificate of organization; or
10337 (ii) Section 48-3a-1106 ;
10338 (b) must conform with any rule made by the regulating board having jurisdiction over a
10339 professional service described in the professional services company's certificate of
10340 organization; and
10341 (c) in lieu of the requirement of Subsection 48-3a-108 (1), must contain the words
10342 "professional limited liability company" or the abbreviations "P.L.L.C." or "PLLC" in:
10343 (i) its certificate of organization; and
10344 (ii) a report or document filed with the division.
10345 (2) Notwithstanding Subsection (1)(c), a professional services company may hold itself
10346 out to the public under a name that does not contain the words "professional limited liability
10347 company" or the abbreviations "P.L.L.C." or "PLLC" if that name complies with Subsection
10348 48-3a-108 (1).
10349 (3) Sections 48-3a-108 and 48-3a-906 do not prevent the use of a name otherwise
10350 prohibited by those sections if the name is:
10351 (a) the personal name of an individual member or individual former member of the
10352 professional services company; or
10353 (b) the name of an individual who was associated with a predecessor of the
10354 professional services company.
10355 Section 391. Section 48-3a-1105 is enacted to read:
10356 48-3a-1105. Providing a professional service.
10357 (1) Subject to Section 48-3a-1106 , a professional services company may provide a
10358 professional service in this state only through an individual licensed or otherwise authorized in
10359 this state to provide the professional service.
10360 (2) Subsection (1) does not:
10361 (a) require an individual employed by a professional services company to be licensed
10362 to perform a service for the professional services company if a license is not otherwise
10363 required;
10364 (b) prohibit a licensed individual from providing a professional service in the
10365 individual's professional capacity although the individual is a member, manager, employee, or
10366 agent of a professional services company; or
10367 (c) prohibit an individual licensed in another state from providing a professional
10368 service for a professional services company in this state if not prohibited by the regulating
10369 board.
10370 Section 392. Section 48-3a-1106 is enacted to read:
10371 48-3a-1106. Limit of one profession.
10372 (1) A professional services company organized to provide a professional service under
10373 this part may provide only:
10374 (a) one specific type of professional service; and
10375 (b) services ancillary to the professional service described in Subsection (1)(a).
10376 (2) A professional services company organized to provide a professional service under
10377 this part may not engage in a business other than to provide:
10378 (a) the professional service that it was organized to provide; and
10379 (b) services ancillary to the professional service described in Subsection (2)(a).
10380 (3) Notwithstanding Subsections (1) and (2), a professional services company may:
10381 (a) own real and personal property necessary or appropriate for providing the type of
10382 professional service it was organized to provide; and
10383 (b) invest the professional services company's money in one or more of the following:
10384 (i) real estate;
10385 (ii) mortgages;
10386 (iii) stocks;
10387 (iv) bonds; or
10388 (v) another type of investment.
10389 Section 393. Section 48-3a-1107 is enacted to read:
10390 48-3a-1107. Activity limitations.
10391 A professional services company may not do anything that an individual licensed to
10392 practice the profession that the professional services company is organized to provide is
10393 prohibited from doing.
10394 Section 394. Section 48-3a-1108 is enacted to read:
10395 48-3a-1108. This part does not limit regulating board.
10396 This part does not restrict the authority or duty of a regulating board to license an
10397 individual providing a professional service or the practice of the profession that is within the
10398 jurisdiction of the regulating board, notwithstanding that the individual:
10399 (1) is a member, manager, or employee of a professional services company; or
10400 (2) provides the professional service or engages in the practice of the profession
10401 through a professional services company.
10402 Section 395. Section 48-3a-1109 is enacted to read:
10403 48-3a-1109. Member or manager of a professional services company.
10404 A professional services company organized to provide a professional service:
10405 (1) may include a member, manager, or employee who is authorized under the laws of
10406 the jurisdiction where the member, manager, or employee resides to provide a similar
10407 professional service;
10408 (2) may include a member who is not licensed or registered by the state to provide the
10409 professional service to the extent allowed by the applicable licensing or registration act relating
10410 to the professional service; and
10411 (3) may render a professional service in this state only through a member, manager, or
10412 employee who is licensed or registered by this state to render the professional service.
10413 Section 396. Section 48-3a-1110 is enacted to read:
10414 48-3a-1110. Restriction on transfer by member.
10415 (1) Except as provided in Subsections (2) and (3), a member of a professional services
10416 company may sell or transfer the member's interest in the professional services company only
10417 to:
10418 (a) the professional services company; or
10419 (b) an individual who is licensed or registered by this state to provide the same type of
10420 professional service as the professional service for which the professional services company is
10421 organized, or who otherwise satisfies the requirements of Subsection 48-3a-1109 (1) or (2).
10422 (2) Upon the death or incapacity of a member of a professional services company, the
10423 member's interest in the professional services company may be transferred to the personal
10424 representative or estate of the deceased or incapacitated member.
10425 (3) The person to whom an interest is transferred under Subsection (2) may continue to
10426 hold the interest for a reasonable period, but may not participate in a decision concerning the
10427 providing of a professional service.
10428 Section 397. Section 48-3a-1111 is enacted to read:
10429 48-3a-1111. Purchase of interest upon death, incapacity, or disqualification of
10430 member.
10431 (1) Subject to this part, one or more of the following may provide for the purchase of a
10432 member's interest in a professional services company upon the death, incapacity, or
10433 disqualification of the member:
10434 (a) the certificate of organization;
10435 (b) the operating agreement; or
10436 (c) a private agreement.
10437 (2) In the absence of a provision described in Subsection (1), a professional services
10438 company shall purchase the interest of a member who is deceased, incapacitated, or no longer
10439 qualified to own an interest in the professional services company within 90 days after the day
10440 on which the professional services company is notified of the death, incapacity, or
10441 disqualification.
10442 (3) If a professional services company purchases a member's interest under Subsection
10443 (2), the professional services company shall purchase the interest at a price that is the
10444 reasonable fair market value as of the date of death, incapacity, or disqualification.
10445 (4) If a professional services company fails to purchase a member's interest as required
10446 by Subsection (2) at the end of the 90-day period described in Subsection (2), one of the
10447 following may bring an action in the district court of the county in which the principal office or
10448 place of practice of the professional services company is located to enforce Subsection (2):
10449 (a) the personal representative of a deceased member;
10450 (b) the guardian or conservator of an incapacitated member; or
10451 (c) the disqualified member.
10452 (5) A court in which an action is brought under Subsection (4) may:
10453 (a) award the person bringing the action the reasonable fair market value of the
10454 interest; or
10455 (b) within its jurisdiction, order the liquidation of the professional services company.
10456 (6) If a person described in Subsections (4)(a) through (c) is successful in an action
10457 under Subsection (4), the court shall award the person reasonable attorney's fees and costs.
10458 Section 398. Section 48-3a-1112 is enacted to read:
10459 48-3a-1112. Conversion to nonprofessional company.
10460 (1) A professional services company subject to this part converts into a limited liability
10461 company subject to this chapter, but not subject to this part on the day on which:
10462 (a) no member of the professional services company is licensed or registered for the
10463 professional service for which the professional services company is organized; or
10464 (b) all members entitled to vote on or consent to any matter consent not to be a
10465 professional services company subject to this part.
10466 (2) A professional services company converted as provided in Subsection (1) shall
10467 upon the event described in Subsection (1) operate as and be treated as a limited liability
10468 company subject to this chapter, but not subject to this part.
10469 (3) A limited liability company resulting from a conversion under this section may
10470 reconvert to a professional services company:
10471 (a) upon at least one member of the limited liability company being licensed or
10472 registered for the professional service for which the limited liability company is organized; and
10473 (b) each member of the limited liability company entitled to vote on or consent to any
10474 matter consents to reconvert the limited liability company to a professional services company
10475 subject to this part.
10476 (4) If a professional services company is converted or reconverted under this section,
10477 the professional services company shall file a certificate of amendment to the certificate of
10478 organization with the division within a reasonable time after the conversion or reconversion to
10479 reflect the changes.
10480 Section 399. Section 48-3a-1201 is enacted to read:
10481
10482 48-3a-1201. Series of transferable interests.
10483 (1) An operating agreement may establish or provide for the establishment of a
10484 designated series of transferable interests having separate rights, powers, or duties with respect
10485 to specified property or obligations of the limited liability company or profits and losses
10486 associated with specified property or obligations, and, to the extent provided in the operating
10487 agreement, any such series may have a separate business purpose or investment objective. The
10488 name of each series must contain the name of the limited liability company and be
10489 distinguishable from the name of any other series.
10490 (2) Notwithstanding contrary provisions of this chapter, the debts, liabilities, and
10491 obligations incurred, contracted for, or otherwise existing with respect to a particular series
10492 shall be enforceable against the assets of that series only, and not against the assets of the
10493 limited liability company generally or any other series, if all of the following apply:
10494 (a) the series is established by or in accordance with the operating agreement;
10495 (b) separate and distinct records are maintained for the series;
10496 (c) the assets associated with the series are held and accounted for separately from the
10497 other assets of the limited liability company, including another series;
10498 (d) the operating agreement or the agreement establishing the series provides for the
10499 limitation on liabilities of the series; and
10500 (e) notice of the limitation on liability of the series is set forth in the limited liability
10501 company's certificate of organization in accordance with Section 48-3a-1202 .
10502 (3) A series meeting all of the conditions of Subsection (2) shall:
10503 (a) be treated as a separate entity to the extent set forth in the certificate of
10504 organization; and
10505 (b) have the power and capacity to, in its own name, contract, hold title to property,
10506 grant liens and security interests, and sue and be sued.
10507 (4) Notwithstanding the other provisions of this section:
10508 (a) property and assets of a series may not be transferred to the limited liability
10509 company generally or another series if the transfer impairs the ability of the series releasing the
10510 property or assets to pay its debts existing at the time of the transfer unless fair value is given to
10511 the transferring series for the property or assets transferred; and
10512 (b) a tax or other liability of the limited liability company generally or of a series may
10513 not be assigned by the series against which the tax or other liability is imposed to the limited
10514 liability company generally or to another series within the limited liability company if the
10515 assignment impairs a creditor's right and ability to fully collect an amount due when owed.
10516 (5) Notwithstanding the other provisions of this part:
10517 (a) a professional services company may not designate a series of transferable interests;
10518 and
10519 (b) a limited liability company may not form a professional services company as a
10520 series of the limited liability company.
10521 (6) Except to the extent modified by this part, the provisions of this chapter which are
10522 generally applicable to a limited liability company, and its managers, members, and transferees,
10523 shall be applicable to each series with respect to the operations of such a series.
10524 Section 400. Section 48-3a-1202 is enacted to read:
10525 48-3a-1202. Notice of limitation on liability of a series.
10526 (1) Notice in a limited liability company's certificate of organization of the limitation
10527 on liabilities of a series as referenced in Subsection 48-3a-1201 (2)(e) is sufficient for all
10528 purposes of this part whether or not the limited liability company has established a series at the
10529 time the notice is included in the certificate of organization.
10530 (2) The notice of a limitation on liability of a series as referenced in Subsection
10531 48-3a-1201 (2)(e) is not required to reference a specific series.
10532 (3) The filing by the division of the certificate of organization containing a notice of
10533 the limitation on liabilities of a series constitutes notice of the limitation on liabilities of the
10534 series.
10535 Section 401. Section 48-3a-1203 is enacted to read:
10536 48-3a-1203. Agreement to be liable.
10537 Notwithstanding Section 48-3a-304 , or a contrary provision in an operating agreement,
10538 a member or manager may agree to be obligated personally for any or all of the debts,
10539 obligations, or liabilities of one or more series.
10540 Section 402. Section 48-3a-1204 is enacted to read:
10541 48-3a-1204. Series related provisions in operating agreement.
10542 (1) An operating agreement may provide for classes or groups of members or managers
10543 associated with a series having such relative rights, powers, and duties as the operating
10544 agreement may provide.
10545 (2) The operating agreement may provide for the future creation of additional classes
10546 or groups of members or managers associated with the series having such relative rights,
10547 powers, and duties as may from time to time be established, including rights, powers, and
10548 duties senior to existing classes and groups of members or managers associated with the series.
10549 (3) An operating agreement may provide for the taking of an action, including the
10550 amendment of the operating agreement, without the vote or approval of any member or
10551 manager or class or group of members or managers, including all action to create under the
10552 provisions of the operating agreement a class or group of the series of membership interests
10553 that was not previously outstanding.
10554 (4) An operating agreement may provide that any member or class or group of
10555 members associated with a series does not have voting rights.
10556 (5) An operating agreement may grant to all or certain identified members or managers
10557 or a specified class or group of the members or managers associated with a series the right to
10558 vote on any matter separately or with all or any class or group of the members or managers
10559 associated with the series. Voting by members or managers associated with a series may be on
10560 any basis including:
10561 (a) a per capita basis;
10562 (b) a number basis;
10563 (c) on the basis of a financial interest; or
10564 (d) by class or group.
10565 Section 403. Section 48-3a-1205 is enacted to read:
10566 48-3a-1205. Management of a series.
10567 (1) A series is member-managed unless the operating agreement:
10568 (a) expressly provides that:
10569 (i) the series is or will be "manager-managed";
10570 (ii) the series is or will be "managed by managers"; or
10571 (iii) management of the series is or will be "vested in managers"; or
10572 (b) includes words of similar import.
10573 (2) In a member-managed series, unless modified pursuant to Section 48-3a-1204 , the
10574 following rules apply:
10575 (a) The management and conduct of the series are vested in the members of the series.
10576 (b) Each series member has equal rights in the management and conduct of the series'
10577 activities.
10578 (c) A difference arising among series members as to a matter in the ordinary course of
10579 the activities of the series shall be decided by a majority of the series members.
10580 (d) An act outside the ordinary course of the activities of the series may be undertaken
10581 only with the consent of all members of the series.
10582 (e) The operating agreement may be amended only with the consent of all members of
10583 the series.
10584 (3) In a manager-managed series, the following rules apply:
10585 (a) Except as otherwise expressly provided in this chapter, any matter relating to the
10586 activities of the series is decided exclusively by the managers of the series.
10587 (b) Each series manager has equal rights in the management and conduct of the
10588 activities of the series.
10589 (c) A difference arising among managers of a series as to a matter in the ordinary
10590 course of the activities of the series shall be decided by a majority of the managers of the series.
10591 (d) Unless modified pursuant to Section 48-3a-1204 , the consent of all members of the
10592 series is required to:
10593 (i) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the series'
10594 property, with or without the goodwill, outside the ordinary course of the series' activities;
10595 (ii) approve a transaction under Part 10, Merger, Interest Exchange, Conversion, and
10596 Domestication;
10597 (iii) undertake any other act outside the ordinary course of the series' activities; and
10598 (iv) amend the operating agreement as it pertains to the series.
10599 (e) A manager of the series may be chosen at any time by the consent of a majority of
10600 the members of the series and remains a manager of the series until a successor has been
10601 chosen, unless the series manager at an earlier time resigns, is removed, or dies, or, in the case
10602 of a series manager that is not an individual, terminates. A series manager may be removed at
10603 any time by the consent of a majority of the members without notice or cause.
10604 (f) A person need not be a series member to be a manager of a series, but the
10605 dissociation of a series member that is also a series manager removes the person as a manager
10606 of the series. If a person that is both a series manager and a series member ceases to be a
10607 manager of the series, that cessation does not by itself dissociate the person as a member of the
10608 series.
10609 (g) A person's ceasing to be a series manager does not discharge any debt, obligation,
10610 or other liability to the series or members of the series which the person incurred while a
10611 manager of the series.
10612 (4) An action requiring the consent of members of a series under this chapter may be
10613 taken without a meeting, and a member of a series may appoint a proxy or other agent to
10614 consent or otherwise act for the series member by signing an appointing record, personally or
10615 by the series member's agent.
10616 (5) The dissolution of a series does not affect the applicability of this section.
10617 However, a person that wrongfully causes dissolution of the series loses the right to participate
10618 in management as a series member and a series manager.
10619 (6) This chapter does not entitle a member of a series to remuneration for services
10620 performed for a member-managed series, except for reasonable compensation for services
10621 rendered in winding up the activities of the series.
10622 Section 404. Section 48-3a-1206 is enacted to read:
10623 48-3a-1206. Series distributions.
10624 (1) Any distribution made by a series before its dissolution and winding up must be in
10625 equal shares among the series members and dissociated series members, except to the extent
10626 necessary to comply with any transfer effective under Section 48-3a-502 and any charging
10627 order in effect under Section 48-3a-503 .
10628 (2) A person has a right to a distribution before the dissolution and winding up of a
10629 series only if the series decides to make an interim distribution. A person's dissociation with
10630 respect to a series does not entitle the person to a distribution.
10631 (3) A person does not have a right to demand or receive a distribution from a series in
10632 any form other than money. Except as otherwise provided in Subsection 48-3a-711 (3), a series
10633 may distribute an asset in kind if each part of the asset is fungible with each other part and each
10634 person receives a percentage of the asset equal in value to the person's share of distributions.
10635 (4) If a series member or transferee becomes entitled to receive a distribution, the series
10636 member or transferee has the status of, and is entitled to all remedies available to, a creditor of
10637 the series with respect to the distribution. However, the series' obligation to make a
10638 distribution is subject to offset for any amounts owed to the series by the member or a person
10639 dissociated as a member on whose account the distribution is made.
10640 (5) A series may not make a distribution if after the distribution:
10641 (a) the series would not be able to pay its debts as they become due in the ordinary
10642 course of the series' activities; or
10643 (b) the series' total assets would be less than the sum of its total liabilities plus the
10644 amount that would be needed, if the series were to be dissolved, wound up, and terminated at
10645 the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and
10646 termination of members whose preferential rights are superior to those of persons receiving the
10647 distribution.
10648 (6) A series may base a determination that a distribution is not prohibited under
10649 Subsection (5) on financial statements prepared on the basis of accounting practices and
10650 principles that are reasonable in the circumstances or on a fair valuation or other method that is
10651 reasonable under the circumstances.
10652 (7) Except as otherwise provided in Subsection (9), the effect of a distribution under
10653 Subsection (5) is measured:
10654 (a) in the case of a distribution by purchase, redemption, or other acquisition of a
10655 transferable interest in the series, as of the date money or other property is transferred or debt
10656 incurred by the series; or
10657 (b) in all other cases, as of the date:
10658 (i) the distribution is authorized, if the payment occurs within 120 days after that date;
10659 or
10660 (ii) the payment is made, if the payment occurs more than 120 days after the
10661 distribution is authorized.
10662 (8) A series' indebtedness to a series member incurred by reason of a distribution made
10663 in accordance with this section is at parity with the series' indebtedness to its general,
10664 unsecured creditors.
10665 (9) A series' indebtedness, including indebtedness issued in connection with or as part
10666 of a distribution, is not a liability for purposes of Subsection (5) if the terms of the indebtedness
10667 provide that payment of principal and interest are made only to the extent that a distribution
10668 could be made to members of the series under this section. If such indebtedness is issued as a
10669 distribution, each payment of principal or interest on the indebtedness is treated as a
10670 distribution, the effect of which is measured on the date the payment is made.
10671 (10) Except as otherwise provided in Subsection (11), if a member of a
10672 member-managed series or manager of a manager-managed series consents to a distribution
10673 made in violation of this section and in consenting to the distribution fails to comply with
10674 Section 48-3a-409 , the member or manager is personally liable to the series for the amount of
10675 the distribution that exceeds the amount that could have been distributed without the violation
10676 of this section.
10677 (11) To the extent the operating agreement of a member-managed series expressly
10678 relieves a series member of the authority and responsibility to consent to distributions and
10679 imposes that authority and responsibility on one or more other members of the series, the
10680 liability stated in Subsection (10) applies to the other members of the series and not the
10681 member of the series that the operating agreement relieves of authority and responsibility.
10682 (12) A person that receives a distribution from a series knowing that the distribution to
10683 that person was made in violation of this section is personally liable to the limited liability
10684 company but only to the extent that the distribution received by the person exceeded the
10685 amount that could have been properly paid under this section.
10686 (13) A person against which an action is commenced because the person is liable under
10687 Subsection (10) may:
10688 (a) implead any other person that is liable under Subsection (10) and seek to compel
10689 contribution from the person; and
10690 (b) implead any person that received a distribution in violation of Subsection (12) and
10691 seek to compel contribution from the person in the amount the person received in violation of
10692 Subsection (12).
10693 (14) An action under this section is barred if not commenced within two years after the
10694 distribution.
10695 Section 405. Section 48-3a-1207 is enacted to read:
10696 48-3a-1207. Events causing dissociation from a series.
10697 (1) Unless otherwise provided in the operating agreement, a member ceases to be
10698 associated with a series and to have the power to exercise a right or power of a member with
10699 respect to the series upon the assignment of all of the member's transferable interest in the
10700 limited liability company with respect to the series.
10701 (2) Unless otherwise provided in an operating agreement, an event under this chapter
10702 or the operating agreement that causes a member to cease to be associated with a series does
10703 not, by itself:
10704 (a) cause the member to cease to be associated with another series;
10705 (b) terminate the continued membership of a member in the limited liability company;
10706 or
10707 (c) cause the termination of the series, regardless of whether the member is the last
10708 remaining member associated with the series.
10709 Section 406. Section 48-3a-1208 is enacted to read:
10710 48-3a-1208. Dissolution of a series.
10711 (1) Except to the extent otherwise provided in the operating agreement, a series may be
10712 dissolved and its affairs wound up without causing the dissolution of the limited liability
10713 company.
10714 (2) The dissolution of a series does not affect the limitation on liabilities of the series
10715 under Section 48-3a-1201 .
10716 (3) A series is dissolved and its affairs shall be wound up upon the dissolution of the
10717 limited liability company under Section 48-3a-701 or upon the occurrence of any of the events
10718 described in Section 48-3a-701 , as applied to the series.
10719 (4) Notwithstanding Section 48-3a-703 , unless otherwise provided in the operating
10720 agreement, any of the following persons may wind up the affairs of a dissolved series:
10721 (a) a manager associated with a series who has not wrongfully caused the dissolution of
10722 the series;
10723 (b) if there is no manager that satisfies the requirements of Subsection (4)(a), the
10724 members associated with the series who have not wrongfully caused the dissolution of the
10725 series or a person approved by the members associated with the series who have not wrongfully
10726 caused the dissolution of the series; or
10727 (c) if there is more than one class or group of members associated with the series, then
10728 by each class or group of members associated with the series, in either case, by members who
10729 have not wrongfully caused the dissolution of the series, and either:
10730 (i) own more than 50% of the transferable interests of the series owned by members
10731 associated with the series who have not wrongfully caused the dissolution of the series; or
10732 (ii) own more than 50% of the transferable interests of each class or group associated
10733 with the series owned by members associated with the series who have not wrongfully caused
10734 the dissolution of the series.
10735 (5) The persons winding up the affairs of a series, in the name of the series and for and
10736 on behalf of the series, may take all actions with respect to the series as are permitted under
10737 Section 48-3a-703 for a limited liability company. The persons winding up the affairs of a
10738 series shall provide for the claims and obligations of the series as provided in Section
10739 48-3a-711 for a limited liability company and distribute the assets of the series as provided in
10740 Section 48-3a-711 for a limited liability company. An action taken pursuant to this Subsection
10741 (5) may not affect the liability of a member and may not impose liability on a liquidating
10742 trustee.
10743 Section 407. Section 48-3a-1209 is enacted to read:
10744 48-3a-1209. Foreign limited liability company -- Series.
10745 A foreign limited liability company that is registered to do business in this state that is
10746 governed by an operating agreement that establishes or provides for the establishment of a
10747 series of transferable interests having separate rights, powers, or duties with respect to specified
10748 property or obligations of the foreign limited liability company, or profits and losses associated
10749 with the specified property or obligations, shall indicate that fact on the foreign registration
10750 statement filed by the division. In addition, the foreign limited liability company shall state on
10751 the foreign registration statement whether the debts, liabilities, and obligations incurred,
10752 contracted for, or otherwise existing with respect to a particular series, if any, are enforceable
10753 against the assets of such series only, and not against the assets of the foreign limited liability
10754 company generally or any other series. Notice in a foreign limited liability company's foreign
10755 registration statement of the limitation on liability of a series as referenced in this section shall
10756 have the same effect found in Section 48-3a-1202 as a notice of limitation on liability of a
10757 series set forth in a limited liability company's certificate of organization.
10758 Section 408. Section 48-3a-1301 is enacted to read:
10759
10760 48-3a-1301. Application of this part.
10761 If a conflict arises between this part and another provision of this chapter, this part
10762 controls.
10763 Section 409. Section 48-3a-1302 is enacted to read:
10764 48-3a-1302. Requirements.
10765 (1) To be a low-profit limited liability company, a limited liability company shall:
10766 (a) contain in its name the abbreviation "L3C" or "l3c";
10767 (b) state in its certificate of organization that it is a low-profit limited liability
10768 company;
10769 (c) organize under this chapter; and
10770 (d) be organized for a business purpose that satisfies, and at all times operates to satisfy
10771 each of the requirements under Subsection (2).
10772 (2) A low-profit limited liability company:
10773 (a) shall significantly further the accomplishment of one or more charitable or
10774 educational purposes within the meaning of Section 170(c)(2)(B), Internal Revenue Code;
10775 (b) shall demonstrate that it would not be formed but for the limited liability company's
10776 relationship to the accomplishment of a charitable or educational purpose;
10777 (c) subject to Subsection (3), may not have as a significant purpose the production of
10778 income or the appreciation of property; and
10779 (d) may not have as a purpose to accomplish one or more political or legislative
10780 purposes within the meaning of Section 170(c)(2)(D), Internal Revenue Code.
10781 (3) Notwithstanding Subsection (2), if a low-profit limited liability company produces
10782 significant income or capital appreciation, in the absence of other factors, the fact that the
10783 low-profit limited liability company produces significant income or capital appreciation is not
10784 conclusive evidence of a significant purpose involving the production of income or the
10785 appreciation of property.
10786 Section 410. Section 48-3a-1303 is enacted to read:
10787 48-3a-1303. Ceasing to be a low-profit limited liability company.
10788 (1) If a limited liability company that is a low-profit limited liability company at its
10789 formation at any time ceases to meet a requirement to be a low-profit limited liability company
10790 under Section 48-3a-1302 , the limited liability company:
10791 (a) ceases to be a low-profit limited liability company on the day on which the limited
10792 liability company no longer meets the requirement; and
10793 (b) if it continues to meet the requirements of this chapter to be a limited liability
10794 company, continues to exist as a limited liability company that is not a low-profit limited
10795 liability company.
10796 (2) A low-profit limited liability company's failure to meet a requirement of Section
10797 48-3a-1302 may be:
10798 (a) voluntary, in order to convert to a limited liability company that is not a low-profit
10799 limited liability company; or
10800 (b) involuntary.
10801 (3) If a low-profit limited liability company ceases to be a low-profit limited liability
10802 company in accordance with this section, the limited liability company shall:
10803 (a) change its name to conform with Section 48-3a-108 ; and
10804 (b) amend its certificate of organization in accordance with Section 48-3a-202 .
10805 Section 411. Section 48-3a-1304 is enacted to read:
10806 48-3a-1304. Merger, interest exchange, conversion, or domestication of a
10807 low-profit limited liability company.
10808 A low-profit limited liability company may engage in a merger, interest exchange,
10809 conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and
10810 Domestication, to the same extent as a limited liability company that is not a low-profit limited
10811 liability company.
10812 Section 412. Section 48-3a-1401 is enacted to read:
10813
10814 48-3a-1401. Uniformity of application and construction.
10815 In applying and construing this chapter, consideration must be given to the need to
10816 promote uniformity of the law with respect to its subject matter among states that enact the
10817 uniform act upon which this chapter is based.
10818 Section 413. Section 48-3a-1402 is enacted to read:
10819 48-3a-1402. Severability clause.
10820 If any provision of this chapter or its application to any person or circumstance is held
10821 invalid, the invalidity does not affect other provisions or applications of this chapter which can
10822 be given effect without the invalid provision or application, and to this end the provisions of
10823 this chapter are severable.
10824 Section 414. Section 48-3a-1403 is enacted to read:
10825 48-3a-1403. Relation to Electronic Signatures in Global and National Commerce
10826 Act.
10827 This chapter modifies, limits, and supersedes the Electronic Signatures in Global and
10828 National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or supersede
10829 Section 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the
10830 notices described in Section 103(b) of that act, 15 U.S.C. Sec. 7003(b).
10831 Section 415. Section 48-3a-1404 is enacted to read:
10832 48-3a-1404. Savings clause.
10833 This chapter does not affect an action commenced, proceeding brought, or right accrued
10834 before this chapter takes effect.
10835 Section 416. Section 48-3a-1405 is enacted to read:
10836 48-3a-1405. Application to existing relationships.
10837 (1) Before January 1, 2016, this chapter governs only:
10838 (a) a limited liability company formed on or after January 1, 2014; and
10839 (b) except as otherwise provided in Subsection (3), a limited liability company formed
10840 before January 1, 2014, which elects, in the manner provided in its operating agreement or by
10841 law for amending the operating agreement, to be subject to this chapter.
10842 (2) Except as otherwise provided in Subsection (3), on and after January 1, 2016, this
10843 chapter governs all limited liability companies.
10844 (3) For the purposes of applying this chapter to a limited liability company formed
10845 before January 1, 2014:
10846 (a) the limited liability company's articles of organization are deemed to be the limited
10847 liability company's certificate of organization;
10848 (b) for the purposes of applying Subsection 48-3a-102 (15) and subject to Subsection
10849 48-3a-114 (4), language in the limited liability company's articles of organization designating
10850 the limited liability company's management structure operates as if that language were in the
10851 operating agreement; and
10852 (c) the limited liability company has perpetual duration unless otherwise stated in the
10853 limited liability company's articles of organization.
10854 Section 417. Section 53C-1-201 (Effective 05/01/13) (Sup 07/01/13) is amended to
10855 read:
10856 53C-1-201 (Effective 05/01/13) (Sup 07/01/13). Creation of administration --
10857 Purpose -- Director.
10858 (1) (a) There is established within state government the School and Institutional Trust
10859 Lands Administration.
10860 (b) The administration shall manage all school and institutional trust lands and assets
10861 within the state, except as otherwise provided in Title 53C, Chapter 3, Deposit and Allocation
10862 of Revenue from Trust Lands, and Sections 51-7a-201 and 51-7a-202 .
10863 (2) The administration is an independent state agency and not a division of any other
10864 department.
10865 (3) (a) It is subject to the usual legislative and executive department controls except as
10866 provided in this Subsection (3).
10867 (b) (i) The director may make rules as approved by the board that allow the
10868 administration to classify a business proposal submitted to the administration as protected
10869 under Section 63G-2-305 , for as long as is necessary to evaluate the proposal.
10870 (ii) The administration shall return the proposal to the party who submitted the
10871 proposal, and incur no further duties under Title 63G, Chapter 2, Government Records Access
10872 and Management Act, if the administration determines not to proceed with the proposal.
10873 (iii) The administration shall classify the proposal pursuant to law if it decides to
10874 proceed with the proposal.
10875 (iv) Section 63G-2-403 does not apply during the review period.
10876 (c) The director shall make rules in compliance with Title 63G, Chapter 3, Utah
10877 Administrative Rulemaking Act, except that the administration is not subject to Subsections
10878 63G-3-301 (6) and (7) and Section 63G-3-601 , and the director, with the board's approval, may
10879 establish a procedure for the expedited approval of rules, based on written findings by the
10880 director showing:
10881 (i) the changes in business opportunities affecting the assets of the trust;
10882 (ii) the specific business opportunity arising out of those changes which may be lost
10883 without the rule or changes to the rule;
10884 (iii) the reasons the normal procedures under Section 63G-3-301 cannot be met without
10885 causing the loss of the specific opportunity;
10886 (iv) approval by at least five board members; and
10887 (v) that the director has filed a copy of the rule and a rule analysis, stating the specific
10888 reasons and justifications for its findings, with the Division of Administrative Rules and
10889 notified interested parties as provided in Subsection 63G-3-301 (10).
10890 (d) (i) The administration shall comply with Title 67, Chapter 19, Utah State Personnel
10891 Management Act, except as provided in this Subsection (3)(d).
10892 (ii) The board may approve, upon recommendation of the director, that exemption for
10893 specific positions under Subsections 67-19-12 (2) and 67-19-15 (1) is required in order to enable
10894 the administration to efficiently fulfill its responsibilities under the law. The director shall
10895 consult with the executive director of the Department of Human Resource Management prior
10896 to making such a recommendation.
10897 (iii) The positions of director, deputy director, associate director, assistant director,
10898 legal counsel appointed under Section 53C-1-305 , administrative assistant, and public affairs
10899 officer are exempt under Subsections 67-19-12 (2) and 67-19-15 (1).
10900 (iv) Salaries for exempted positions, except for the director, shall be set by the director,
10901 after consultation with the executive director of the Department of Human Resource
10902 Management, within ranges approved by the board. The board and director shall consider
10903 salaries for similar positions in private enterprise and other public employment when setting
10904 salary ranges.
10905 (v) The board may create an annual incentive and bonus plan for the director and other
10906 administration employees designated by the board, based upon the attainment of financial
10907 performance goals and other measurable criteria defined and budgeted in advance by the board.
10908 (e) The administration shall comply with Title 63G, Chapter 6a, Utah Procurement
10909 Code, except where the board approves, upon recommendation of the director, exemption from
10910 the Utah Procurement Code, and simultaneous adoption of rules under Title 63G, Chapter 3,
10911 Utah Administrative Rulemaking Act, for procurement, which enable the administration to
10912 efficiently fulfill its responsibilities under the law.
10913 (f) (i) Except as provided in Subsection (3)(f)(ii), the administration is not subject to
10914 the fee agency requirements of Section 63J-1-504 .
10915 (ii) The following fees of the administration are subject to the requirements of Section
10916 63J-1-504 : application, assignment, amendment, affidavit for lost documents, name change,
10917 reinstatement, grazing nonuse, extension of time, partial conveyance, patent reissue, collateral
10918 assignment, electronic payment, and processing.
10919 (4) The administration is managed by a director of school and institutional trust lands
10920 appointed by a majority vote of the board of trustees with the consent of the governor.
10921 (5) (a) The board of trustees shall provide policies for the management of the
10922 administration and for the management of trust lands and assets.
10923 (b) The board shall provide policies for the ownership and control of Native American
10924 remains that are discovered or excavated on school and institutional trust lands in consultation
10925 with the Division of Indian Affairs and giving due consideration to Title 9, Chapter 9, Part 4,
10926 Native American Grave Protection and Repatriation Act. The director may make rules in
10927 accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act, to implement
10928 policies provided by the board regarding Native American remains.
10929 (6) In connection with joint ventures and other transactions involving trust lands and
10930 minerals approved under Sections 53C-1-303 and 53C-2-401 , the administration, with board
10931 approval, may become a member of a limited liability company under Title 48, Chapter 2c,
10932 Utah Revised Limited Liability Company Act, or Title 48, Chapter [
10933 Uniform Limited Liability Company Act, as appropriate pursuant to Section 48-3a-1405 and is
10934 considered a person under Section 48-2c-102 or Section 48-3a-102 .
10935 Section 418. Section 61-2f-401 (Effective 07/01/13) is amended to read:
10936 61-2f-401 (Effective 07/01/13). Grounds for disciplinary action.
10937 The following acts are unlawful for a person licensed or required to be licensed under
10938 this chapter:
10939 (1) (a) making a substantial misrepresentation;
10940 (b) making an intentional misrepresentation;
10941 (c) pursuing a continued and flagrant course of misrepresentation;
10942 (d) making a false representation or promise through an agent, sales agent, advertising,
10943 or otherwise; or
10944 (e) making a false representation or promise of a character likely to influence,
10945 persuade, or induce;
10946 (2) acting for more than one party in a transaction without the informed consent of the
10947 parties;
10948 (3) (a) acting as an associate broker or sales agent while not affiliated with a principal
10949 broker;
10950 (b) representing or attempting to represent a principal broker other than the principal
10951 broker with whom the person is affiliated; or
10952 (c) representing as sales agent or having a contractual relationship similar to that of
10953 sales agent with a person other than a principal broker;
10954 (4) (a) failing, within a reasonable time, to account for or to remit money that belongs
10955 to another and comes into the person's possession;
10956 (b) commingling money described in Subsection (4)(a) with the person's own money;
10957 or
10958 (c) diverting money described in Subsection (4)(a) from the purpose for which the
10959 money is received;
10960 (5) paying or offering to pay valuable consideration, as defined by the commission, to a
10961 person not licensed under this chapter, except that valuable consideration may be shared:
10962 (a) with a principal broker of another jurisdiction; or
10963 (b) as provided under:
10964 (i) Title 16, Chapter 10a, Utah Revised Business Corporation Act;
10965 (ii) Title 16, Chapter 11, Professional Corporation Act; or
10966 (iii) Title 48, Chapter 2c, Utah Revised Limited Liability Company Act, or Title 48,
10967 Chapter [
10968 to Section 48-3a-1405 ;
10969 (6) being incompetent to act as a principal broker, associate broker, or sales agent in
10970 such manner as to safeguard the interests of the public;
10971 (7) failing to voluntarily furnish a copy of a document to the parties before and after the
10972 execution of a document;
10973 (8) failing to keep and make available for inspection by the division a record of each
10974 transaction, including:
10975 (a) the names of buyers and sellers or lessees and lessors;
10976 (b) the identification of real estate;
10977 (c) the sale or rental price;
10978 (d) money received in trust;
10979 (e) agreements or instructions from buyers and sellers or lessees and lessors; and
10980 (f) any other information required by rule;
10981 (9) failing to disclose, in writing, in the purchase, sale, or rental of real estate, whether
10982 the purchase, sale, or rental is made for that person or for an undisclosed principal;
10983 (10) being convicted of a criminal offense involving moral turpitude within five years
10984 of the most recent application:
10985 (a) regardless of whether the criminal offense is related to real estate; and
10986 (b) including:
10987 (i) a conviction based upon a plea of nolo contendere; or
10988 (ii) a plea held in abeyance to a criminal offense involving moral turpitude;
10989 (11) advertising the availability of real estate or the services of a licensee in a false,
10990 misleading, or deceptive manner;
10991 (12) in the case of a principal broker or a licensee who is a branch manager, failing to
10992 exercise reasonable supervision over the activities of the principal broker's or branch manager's
10993 licensed or unlicensed staff;
10994 (13) violating or disregarding:
10995 (a) this chapter;
10996 (b) an order of the commission; or
10997 (c) the rules adopted by the commission and the division;
10998 (14) breaching a fiduciary duty owed by a licensee to the licensee's principal in a real
10999 estate transaction;
11000 (15) any other conduct which constitutes dishonest dealing;
11001 (16) unprofessional conduct as defined by statute or rule;
11002 (17) having one of the following suspended, revoked, surrendered, or cancelled on the
11003 basis of misconduct in a professional capacity that relates to character, honesty, integrity, or
11004 truthfulness:
11005 (a) a real estate license, registration, or certificate issued by another jurisdiction; or
11006 (b) another license, registration, or certificate to engage in an occupation or profession
11007 issued by this state or another jurisdiction;
11008 (18) failing to respond to a request by the division in an investigation authorized under
11009 this chapter, including:
11010 (a) failing to respond to a subpoena;
11011 (b) withholding evidence; or
11012 (c) failing to produce documents or records;
11013 (19) in the case of a dual licensed title licensee as defined in Section 31A-2-402 :
11014 (a) providing a title insurance product or service without the approval required by
11015 Section 31A-2-405 ; or
11016 (b) knowingly providing false or misleading information in the statement required by
11017 Subsection 31A-2-405 (2);
11018 (20) violating an independent contractor agreement between a principal broker and a
11019 sales agent or associate broker as evidenced by a final judgment of a court; or
11020 (21) (a) engaging in an act of loan modification assistance that requires licensure as a
11021 mortgage officer under Chapter 2c, Utah Residential Mortgage Practices and Licensing Act,
11022 without being licensed under that chapter;
11023 (b) engaging in an act of foreclosure rescue without entering into a written agreement
11024 specifying what one or more acts of foreclosure rescue will be completed;
11025 (c) inducing a person who is at risk of foreclosure to hire the licensee to engage in an
11026 act of foreclosure rescue by:
11027 (i) suggesting to the person that the licensee has a special relationship with the person's
11028 lender or loan servicer; or
11029 (ii) falsely representing or advertising that the licensee is acting on behalf of:
11030 (A) a government agency;
11031 (B) the person's lender or loan servicer; or
11032 (C) a nonprofit or charitable institution; or
11033 (d) recommending or participating in a foreclosure rescue that requires a person to:
11034 (i) transfer title to real estate to the licensee or to a third-party with whom the licensee
11035 has a business relationship or financial interest;
11036 (ii) make a mortgage payment to a person other than the person's loan servicer; or
11037 (iii) refrain from contacting the person's:
11038 (A) lender;
11039 (B) loan servicer;
11040 (C) attorney;
11041 (D) credit counselor; or
11042 (E) housing counselor.
11043 Section 419. Section 61-2g-103 (Effective 07/01/13) is amended to read:
11044 61-2g-103 (Effective 07/01/13). Other law unaffected.
11045 This chapter may not be considered to prohibit a person licensed, certified, or registered
11046 under this chapter from engaging in the practice of real estate appraising as a professional
11047 corporation or a limited liability company in accordance with:
11048 (1) Title 16, Chapter 11, Professional Corporation Act; or
11049 (2) Title 48, Chapter 2c, Utah Revised Limited Liability Company Act, or Title 48,
11050 Chapter [
11051 to Section 48-3a-1405 .
11052 Section 420. Section 63I-2-248 is enacted to read:
11053 63I-2-248. Repeal dates -- Title 48.
11054 (1) Title 48, Chapter 1, General and Limited Liability Partnerships, is repealed January
11055 1, 2016.
11056 (2) Title 48, Chapter 2a, Utah Revised Uniform Limited Partnership Act, is repealed
11057 January 1, 2016.
11058 (3) Title 48, Chapter 2c, Utah Revised Limited Liability Company Act, is repealed
11059 January 1, 2016.
11060 Section 421. Section 75-7-1011 (Effective 07/01/13) is amended to read:
11061 75-7-1011 (Effective 07/01/13). Interest as general partner.
11062 (1) Except as otherwise provided in Subsection (3) or unless personal liability is
11063 imposed in the contract, a trustee who holds an interest as a general partner in a general or
11064 limited partnership is not personally liable on a contract entered into by the partnership after
11065 the trust's acquisition of the interest if the fiduciary capacity was disclosed in the contract or in
11066 a statement previously filed pursuant to Title 48, Chapter 2a, Utah Revised Uniform Limited
11067 Partnership Act, or Title 48, Chapter [
11068 appropriate pursuant to Section 48-2e-1205 .
11069 (2) Except as otherwise provided in Subsection (3), a trustee who holds an interest as a
11070 general partner is not personally liable for torts committed by the partnership or for obligations
11071 arising from ownership or control of the interest unless the trustee is personally at fault.
11072 (3) The immunity provided by this section does not apply if an interest in the
11073 partnership is held by the trustee in a capacity other than that of trustee or is held by the
11074 trustee's spouse or one or more of the trustee's descendants, siblings, or parents, or the spouse
11075 of any of them.
11076 (4) If the trustee of a revocable trust holds an interest as a general partner, the settlor is
11077 personally liable for contracts and other obligations of the partnership as if the settlor were a
11078 general partner.
11079 Section 422. Repealer.
11080 This bill repeals:
11081 Laws of Utah 2011, Chapter 353, Uncodified Section 310, Repealer, which
11082 repealed Title 48, Chapters 1, 2a, and 2c; and the effect of which is to reinstate sections in
11083 Title 48, Chapters 1, 2a, and 2c, which will continue to be in effect.
11084 Section 423. Repealer.
11085 This bill repeals:
11086 Section 48-1a-101 (Effective 07/01/13), Title.
11087 Section 48-1a-102 (Effective 07/01/13), Definitions.
11088 Section 48-1b-101 (Effective 07/01/13), Title -- Definitions.
11089 Section 48-1b-102 (Effective 07/01/13), Knowledge and notice.
11090 Section 48-1b-103 (Effective 07/01/13), Effect of partnership agreement --
11091 Nonwaivable provisions.
11092 Section 48-1b-104 (Effective 07/01/13), Supplemental principles of law.
11093 Section 48-1b-105 (Effective 07/01/13), Execution, filing, and recording of
11094 statements.
11095 Section 48-1b-106 (Effective 07/01/13), Governing law.
11096 Section 48-1b-107 (Effective 07/01/13), Partnership subject to amendment or
11097 repeal of chapter.
11098 Section 48-1b-201 (Effective 07/01/13), Partnership as entity.
11099 Section 48-1b-202 (Effective 07/01/13), Formation of partnership.
11100 Section 48-1b-203 (Effective 07/01/13), Partnership property.
11101 Section 48-1b-204 (Effective 07/01/13), When property is partnership property.
11102 Section 48-1b-301 (Effective 07/01/13), Partner agent of partnership.
11103 Section 48-1b-302 (Effective 07/01/13), Transfer of partnership property.
11104 Section 48-1b-303 (Effective 07/01/13), Statement of partnership authority.
11105 Section 48-1b-304 (Effective 07/01/13), Statement of denial.
11106 Section 48-1b-305 (Effective 07/01/13), Partnership liable for partner's actionable
11107 conduct.
11108 Section 48-1b-306 (Effective 07/01/13), Partner's liability.
11109 Section 48-1b-307 (Effective 07/01/13), Actions by and against partnership and
11110 partners.
11111 Section 48-1b-308 (Effective 07/01/13), Liability of purported partner.
11112 Section 48-1b-401 (Effective 07/01/13), Partner's rights and duties.
11113 Section 48-1b-402 (Effective 07/01/13), Distributions in kind.
11114 Section 48-1b-403 (Effective 07/01/13), Partner's rights and duties with respect to
11115 information.
11116 Section 48-1b-404 (Effective 07/01/13), General standards of partner's conduct.
11117 Section 48-1b-405 (Effective 07/01/13), Actions by partnership and partners.
11118 Section 48-1b-406 (Effective 07/01/13), Continuation of partnership beyond
11119 definite term or particular undertaking.
11120 Section 48-1b-501 (Effective 07/01/13), Partner not co-owner of partnership
11121 property.
11122 Section 48-1b-502 (Effective 07/01/13), Partner's transferable interest in
11123 partnership.
11124 Section 48-1b-503 (Effective 07/01/13), Transfer of partner's transferable interest.
11125 Section 48-1b-504 (Effective 07/01/13), Partner's transferable interest subject to
11126 charging order.
11127 Section 48-1b-601 (Effective 07/01/13), Events causing partner's dissociation.
11128 Section 48-1b-602 (Effective 07/01/13), Partner's power to dissociate -- Wrongful
11129 dissociation.
11130 Section 48-1b-603 (Effective 07/01/13), Effect of partner's dissociation.
11131 Section 48-1b-701 (Effective 07/01/13), Purchase of dissociated partner's interest.
11132 Section 48-1b-702 (Effective 07/01/13), Dissociated partner's power to bind and
11133 liability to partnership.
11134 Section 48-1b-703 (Effective 07/01/13), Dissociated partner's liability to other
11135 persons.
11136 Section 48-1b-704 (Effective 07/01/13), Statement of dissociation.
11137 Section 48-1b-705 (Effective 07/01/13), Continued use of partnership name.
11138 Section 48-1b-801 (Effective 07/01/13), Events causing dissolution and winding up
11139 of partnership business.
11140 Section 48-1b-802 (Effective 07/01/13), Partnership continues after dissolution.
11141 Section 48-1b-803 (Effective 07/01/13), Right to wind up partnership business.
11142 Section 48-1b-804 (Effective 07/01/13), Partner's power to bind partnership after
11143 dissolution.
11144 Section 48-1b-805 (Effective 07/01/13), Statement of dissolution.
11145 Section 48-1b-806 (Effective 07/01/13), Partner's liability to other partners after
11146 dissolution.
11147 Section 48-1b-807 (Effective 07/01/13), Settlement of accounts and contributions
11148 among partners.
11149 Section 48-1b-901 (Effective 07/01/13), Definitions.
11150 Section 48-1b-902 (Effective 07/01/13), Merger.
11151 Section 48-1b-903 (Effective 07/01/13), Action on plan of merger by constituent
11152 partnership.
11153 Section 48-1b-904 (Effective 07/01/13), Filings required and permitted for merger
11154 -- Effective date.
11155 Section 48-1b-905 (Effective 07/01/13), Effect of merger.
11156 Section 48-1b-906 (Effective 07/01/13), Conversion.
11157 Section 48-1b-907 (Effective 07/01/13), Action on plan of conversion by converting
11158 partnership.
11159 Section 48-1b-908 (Effective 07/01/13), Filings required for conversion -- Effective
11160 date.
11161 Section 48-1b-909 (Effective 07/01/13), Effect of conversion.
11162 Section 48-1b-910 (Effective 07/01/13), Domestication.
11163 Section 48-1b-911 (Effective 07/01/13), Action on plan of domestication by
11164 domesticating partnership.
11165 Section 48-1b-912 (Effective 07/01/13), Filings required for domestication --
11166 Effective date.
11167 Section 48-1b-913 (Effective 07/01/13), Effect of domestication.
11168 Section 48-1b-914 (Effective 07/01/13), Restrictions on approval of mergers,
11169 conversions, and domestications.
11170 Section 48-1b-915 (Effective 07/01/13), Part not exclusive.
11171 Section 48-1b-1001 (Effective 07/01/13), Statement of qualification.
11172 Section 48-1b-1002 (Effective 07/01/13), Name.
11173 Section 48-1b-1003 (Effective 07/01/13), Annual report.
11174 Section 48-1b-1004 (Effective 07/01/13), Limited liability partnership providing
11175 professional services.
11176 Section 48-1b-1101 (Effective 07/01/13), Law governing foreign limited liability
11177 partnership.
11178 Section 48-1b-1102 (Effective 07/01/13), Statement of foreign qualification.
11179 Section 48-1b-1102.1 (Effective 07/01/13), Noncomplying name of foreign limited
11180 liability partnership.
11181 Section 48-1b-1103 (Effective 07/01/13), Effect of failure to qualify.
11182 Section 48-1b-1104 (Effective 07/01/13), Activities not constituting transacting
11183 business.
11184 Section 48-1b-1105 (Effective 07/01/13), Action by attorney general.
11185 Section 48-1b-1201 (Effective 07/01/13), Uniformity of application and
11186 construction.
11187 Section 48-1b-1202 (Effective 07/01/13), Relation to electronic signatures in global
11188 and national commerce act.
11189 Section 48-1b-1203 (Effective 07/01/13), Severability clause.
11190 Section 48-1b-1204 (Effective 07/01/13), Savings clause.
11191 Section 48-1b-1205 (Effective 07/01/13), Applicability.
11192 Section 48-2d-101 (Effective 07/01/13), Title.
11193 Section 48-2d-102 (Effective 07/01/13), Definitions.
11194 Section 48-2d-103 (Effective 07/01/13), Knowledge and notice.
11195 Section 48-2d-104 (Effective 07/01/13), Nature, purpose, and duration of entity.
11196 Section 48-2d-105 (Effective 07/01/13), Powers.
11197 Section 48-2d-106 (Effective 07/01/13), Governing law.
11198 Section 48-2d-107 (Effective 07/01/13), Supplemental principles of law -- Rate of
11199 interest.
11200 Section 48-2d-108 (Effective 07/01/13), Name.
11201 Section 48-2d-109 (Effective 07/01/13), Reservation of name.
11202 Section 48-2d-110 (Effective 07/01/13), Effect of partnership agreement --
11203 Nonwaivable provisions.
11204 Section 48-2d-111 (Effective 07/01/13), Required information.
11205 Section 48-2d-112 (Effective 07/01/13), Business transactions of partner with
11206 partnership.
11207 Section 48-2d-113 (Effective 07/01/13), Dual capacity.
11208 Section 48-2d-114 (Effective 07/01/13), Consent and proxies of partners.
11209 Section 48-2d-201 (Effective 07/01/13), Formation of limited partnership --
11210 Certificate of limited partnership.
11211 Section 48-2d-202 (Effective 07/01/13), Amendment or restatement of certificate.
11212 Section 48-2d-203 (Effective 07/01/13), Statement of termination.
11213 Section 48-2d-204 (Effective 07/01/13), Signing of records.
11214 Section 48-2d-205 (Effective 07/01/13), Signing and filing pursuant to judicial
11215 order.
11216 Section 48-2d-206 (Effective 07/01/13), Delivery to and filing of records by division
11217 -- Effective time and date.
11218 Section 48-2d-207 (Effective 07/01/13), Correcting filed record.
11219 Section 48-2d-208 (Effective 07/01/13), Liability for false information in filed
11220 record.
11221 Section 48-2d-209 (Effective 07/01/13), Certificate of existence or authorization.
11222 Section 48-2d-210 (Effective 07/01/13), Annual report for division.
11223 Section 48-2d-301 (Effective 07/01/13), Becoming limited partner.
11224 Section 48-2d-302 (Effective 07/01/13), No right or power as limited partner to
11225 bind limited partnership.
11226 Section 48-2d-303 (Effective 07/01/13), No liability as limited partner for limited
11227 partnership obligations.
11228 Section 48-2d-304 (Effective 07/01/13), Right of limited partner and former limited
11229 partner to information.
11230 Section 48-2d-305 (Effective 07/01/13), Limited duties of limited partners.
11231 Section 48-2d-306 (Effective 07/01/13), Person erroneously believing self to be
11232 limited partner.
11233 Section 48-2d-401 (Effective 07/01/13), Becoming general partner.
11234 Section 48-2d-402 (Effective 07/01/13), General partner agent of limited
11235 partnership.
11236 Section 48-2d-403 (Effective 07/01/13), Limited partnership liable for general
11237 partner's actionable conduct.
11238 Section 48-2d-404 (Effective 07/01/13), General partner's liability.
11239 Section 48-2d-405 (Effective 07/01/13), Actions by and against partnership and
11240 partners.
11241 Section 48-2d-406 (Effective 07/01/13), Management rights of general partner.
11242 Section 48-2d-407 (Effective 07/01/13), Right of general partner and former
11243 general partner to information.
11244 Section 48-2d-408 (Effective 07/01/13), General standards of general partner's
11245 conduct.
11246 Section 48-2d-501 (Effective 07/01/13), Form of contribution.
11247 Section 48-2d-502 (Effective 07/01/13), Liability for contribution.
11248 Section 48-2d-503 (Effective 07/01/13), Sharing of distributions.
11249 Section 48-2d-504 (Effective 07/01/13), Interim distributions.
11250 Section 48-2d-505 (Effective 07/01/13), No distribution on account of dissociation.
11251 Section 48-2d-506 (Effective 07/01/13), Distribution in kind.
11252 Section 48-2d-507 (Effective 07/01/13), Right to distribution.
11253 Section 48-2d-508 (Effective 07/01/13), Limitations on distribution.
11254 Section 48-2d-509 (Effective 07/01/13), Liability for improper distributions.
11255 Section 48-2d-601 (Effective 07/01/13), Dissociation as limited partner.
11256 Section 48-2d-602 (Effective 07/01/13), Effect of dissociation as limited partner.
11257 Section 48-2d-603 (Effective 07/01/13), Dissociation as general partner.
11258 Section 48-2d-604 (Effective 07/01/13), Person's power to dissociate as general
11259 partner -- Wrongful dissociation.
11260 Section 48-2d-605 (Effective 07/01/13), Effect of dissociation as general partner.
11261 Section 48-2d-606 (Effective 07/01/13), Power to bind and liability to limited
11262 partnership before dissolution of partnership of person dissociated as general partner.
11263 Section 48-2d-607 (Effective 07/01/13), Liability to other persons of person
11264 dissociated as general partner.
11265 Section 48-2d-701 (Effective 07/01/13), Partner's transferable interest.
11266 Section 48-2d-702 (Effective 07/01/13), Transfer of partner's transferable interest.
11267 Section 48-2d-703 (Effective 07/01/13), Rights of creditor of partner or transferee.
11268 Section 48-2d-704 (Effective 07/01/13), Power of estate of deceased partner.
11269 Section 48-2d-801 (Effective 07/01/13), Nonjudicial dissolution.
11270 Section 48-2d-802 (Effective 07/01/13), Judicial dissolution.
11271 Section 48-2d-803 (Effective 07/01/13), Winding up.
11272 Section 48-2d-804 (Effective 07/01/13), Power of general partner and person
11273 dissociated as general partner to bind partnership after dissolution.
11274 Section 48-2d-805 (Effective 07/01/13), Liability after dissolution of general
11275 partner and person dissociated as general partner to limited partnership, other general
11276 partners, and persons dissociated as general partner.
11277 Section 48-2d-806 (Effective 07/01/13), Known claims against dissolved limited
11278 partnership.
11279 Section 48-2d-807 (Effective 07/01/13), Other claims against dissolved limited
11280 partnership.
11281 Section 48-2d-808 (Effective 07/01/13), Liability of general partner and person
11282 dissociated as general partner when claim against limited partnership barred.
11283 Section 48-2d-809 (Effective 07/01/13), Administrative dissolution.
11284 Section 48-2d-810 (Effective 07/01/13), Reinstatement following administrative
11285 dissolution.
11286 Section 48-2d-811 (Effective 07/01/13), Appeal from denial of reinstatement.
11287 Section 48-2d-812 (Effective 07/01/13), Disposition of assets -- When contributions
11288 required.
11289 Section 48-2d-901 (Effective 07/01/13), Governing law.
11290 Section 48-2d-902 (Effective 07/01/13), Application for certificate of authority.
11291 Section 48-2d-903 (Effective 07/01/13), Activities not constituting transacting
11292 business.
11293 Section 48-2d-904 (Effective 07/01/13), Filing of certificate of authority.
11294 Section 48-2d-905 (Effective 07/01/13), Noncomplying name of foreign limited
11295 partnership.
11296 Section 48-2d-906 (Effective 07/01/13), Revocation of certificate of authority.
11297 Section 48-2d-907 (Effective 07/01/13), Cancellation of certificate of authority --
11298 Effect of failure to have certificate.
11299 Section 48-2d-908 (Effective 07/01/13), Action by attorney general.
11300 Section 48-2d-1001 (Effective 07/01/13), Direct action by partner.
11301 Section 48-2d-1002 (Effective 07/01/13), Derivative action.
11302 Section 48-2d-1003 (Effective 07/01/13), Proper plaintiff.
11303 Section 48-2d-1004 (Effective 07/01/13), Pleading.
11304 Section 48-2d-1005 (Effective 07/01/13), Proceeds and expenses.
11305 Section 48-2d-1101 (Effective 07/01/13), Definitions.
11306 Section 48-2d-1102 (Effective 07/01/13), Merger.
11307 Section 48-2d-1103 (Effective 07/01/13), Action on plan of merger by constituent
11308 partnership.
11309 Section 48-2d-1104 (Effective 07/01/13), Filings required and permitted for merger
11310 -- Effective date.
11311 Section 48-2d-1105 (Effective 07/01/13), Effect of merger.
11312 Section 48-2d-1106 (Effective 07/01/13), Conversion.
11313 Section 48-2d-1107 (Effective 07/01/13), Action on plan of conversion by
11314 converting partnership.
11315 Section 48-2d-1108 (Effective 07/01/13), Filings required for conversion -- Effective
11316 date.
11317 Section 48-2d-1109 (Effective 07/01/13), Effect of conversion.
11318 Section 48-2d-1110 (Effective 07/01/13), Domestication.
11319 Section 48-2d-1111 (Effective 07/01/13), Action on plan of domestication by
11320 domesticating partnership.
11321 Section 48-2d-1112 (Effective 07/01/13), Filings required for domestication --
11322 Effective date.
11323 Section 48-2d-1113 (Effective 07/01/13), Effect of domestication.
11324 Section 48-2d-1114 (Effective 07/01/13), Restrictions on approval of mergers,
11325 conversions, and domestications -- Relinquishing limited liability partnership status.
11326 Section 48-2d-1115 (Effective 07/01/13), Liability of general partner after
11327 conversion or merger.
11328 Section 48-2d-1116 (Effective 07/01/13), Power of general partners and persons
11329 dissociated as general partners to bind organization after conversion or merger.
11330 Section 48-2d-1117 (Effective 07/01/13), Part not exclusive.
11331 Section 48-2d-1201 (Effective 07/01/13), Uniformity of application and
11332 construction.
11333 Section 48-2d-1202 (Effective 07/01/13), Relation to electronic signatures in global
11334 and national commerce act.
11335 Section 48-2d-1203 (Effective 07/01/13), Severability clause.
11336 Section 48-2d-1204 (Effective 07/01/13), Savings clause.
11337 Section 48-2d-1205 (Effective 07/01/13), Application to existing relationships.
11338 Section 48-3-101 (Effective 07/01/13), Title.
11339 Section 48-3-102 (Effective 07/01/13), Definitions.
11340 Section 48-3-103 (Effective 07/01/13), Knowledge -- Notice.
11341 Section 48-3-104 (Effective 07/01/13), Nature, purpose, and duration of limited
11342 liability company.
11343 Section 48-3-105 (Effective 07/01/13), Powers.
11344 Section 48-3-106 (Effective 07/01/13), Governing law.
11345 Section 48-3-107 (Effective 07/01/13), Supplemental principles of law.
11346 Section 48-3-108 (Effective 07/01/13), Name.
11347 Section 48-3-109 (Effective 07/01/13), Reservation of name.
11348 Section 48-3-110 (Effective 07/01/13), Operating agreement -- Scope, function, and
11349 limitations.
11350 Section 48-3-111 (Effective 07/01/13), Operating agreement -- Effect on limited
11351 liability company and persons becoming members -- Preformation agreement.
11352 Section 48-3-112 (Effective 07/01/13), Operating agreement -- Effect on third
11353 parties and relationship to records effective on behalf of limited liability company.
11354 Section 48-3-201 (Effective 07/01/13), Formation of limited liability company --
11355 Certificate of organization.
11356 Section 48-3-202 (Effective 07/01/13), Amendment or restatement of certificate of
11357 organization.
11358 Section 48-3-203 (Effective 07/01/13), Signing of records to be delivered for filing
11359 to division.
11360 Section 48-3-204 (Effective 07/01/13), Signing and filing pursuant to judicial order.
11361 Section 48-3-205 (Effective 07/01/13), Delivery to and filing of records by division
11362 -- Effective time and date.
11363 Section 48-3-206 (Effective 07/01/13), Correcting filed record.
11364 Section 48-3-207 (Effective 07/01/13), Liability for inaccurate information in filed
11365 record.
11366 Section 48-3-208 (Effective 07/01/13), Certificate of existence or authorization.
11367 Section 48-3-209 (Effective 07/01/13), Annual report for division.
11368 Section 48-3-301 (Effective 07/01/13), No agency power of member as member.
11369 Section 48-3-302 (Effective 07/01/13), Statement of authority.
11370 Section 48-3-303 (Effective 07/01/13), Statement of denial.
11371 Section 48-3-304 (Effective 07/01/13), Liability of members and managers.
11372 Section 48-3-401 (Effective 07/01/13), Becoming a member.
11373 Section 48-3-402 (Effective 07/01/13), Form of contribution.
11374 Section 48-3-403 (Effective 07/01/13), Liability for contributions.
11375 Section 48-3-404 (Effective 07/01/13), Sharing of and right to distributions before
11376 dissolution.
11377 Section 48-3-405 (Effective 07/01/13), Limitations on distribution.
11378 Section 48-3-406 (Effective 07/01/13), Liability for improper distributions.
11379 Section 48-3-407 (Effective 07/01/13), Management of limited liability company.
11380 Section 48-3-408 (Effective 07/01/13), Indemnification and insurance.
11381 Section 48-3-409 (Effective 07/01/13), Standards of conduct for members and
11382 managers.
11383 Section 48-3-410 (Effective 07/01/13), Right of members, managers, and
11384 dissociated members to information.
11385 Section 48-3-501 (Effective 07/01/13), Nature of transferable interest.
11386 Section 48-3-502 (Effective 07/01/13), Transfer of transferable interest.
11387 Section 48-3-503 (Effective 07/01/13), Charging order.
11388 Section 48-3-504 (Effective 07/01/13), Power of personal representative of deceased
11389 member.
11390 Section 48-3-601 (Effective 07/01/13), Member's power to dissociate -- Wrongful
11391 dissociation.
11392 Section 48-3-602 (Effective 07/01/13), Events causing dissociation.
11393 Section 48-3-603 (Effective 07/01/13), Effect of person's dissociation as member.
11394 Section 48-3-701 (Effective 07/01/13), Events causing dissolution.
11395 Section 48-3-702 (Effective 07/01/13), Election to purchase in lieu of dissolution.
11396 Section 48-3-703 (Effective 07/01/13), Winding up.
11397 Section 48-3-704 (Effective 07/01/13), Known claims against dissolved limited
11398 liability company.
11399 Section 48-3-705 (Effective 07/01/13), Other claims against dissolved limited
11400 liability company.
11401 Section 48-3-706 (Effective 07/01/13), Administrative dissolution.
11402 Section 48-3-707 (Effective 07/01/13), Reinstatement following administrative
11403 dissolution.
11404 Section 48-3-708 (Effective 07/01/13), Appeal from rejection of reinstatement.
11405 Section 48-3-709 (Effective 07/01/13), Distribution of assets in winding up limited
11406 liability company's activities.
11407 Section 48-3-801 (Effective 07/01/13), Governing law.
11408 Section 48-3-802 (Effective 07/01/13), Application for certificate of authority.
11409 Section 48-3-803 (Effective 07/01/13), Activities not constituting transacting
11410 business.
11411 Section 48-3-804 (Effective 07/01/13), Filing of certificate of authority.
11412 Section 48-3-805 (Effective 07/01/13), Noncomplying name of foreign limited
11413 liability company.
11414 Section 48-3-806 (Effective 07/01/13), Revocation of certificate of authority.
11415 Section 48-3-807 (Effective 07/01/13), Cancellation of certificate of authority.
11416 Section 48-3-808 (Effective 07/01/13), Effect of failure to have certificate of
11417 authority.
11418 Section 48-3-809 (Effective 07/01/13), Action by attorney general.
11419 Section 48-3-901 (Effective 07/01/13), Direct action by member.
11420 Section 48-3-902 (Effective 07/01/13), Derivative action.
11421 Section 48-3-903 (Effective 07/01/13), Proper plaintiff.
11422 Section 48-3-904 (Effective 07/01/13), Pleading.
11423 Section 48-3-905 (Effective 07/01/13), Special litigation committee.
11424 Section 48-3-906 (Effective 07/01/13), Proceeds and expenses.
11425 Section 48-3-1001 (Effective 07/01/13), Definitions.
11426 Section 48-3-1002 (Effective 07/01/13), Merger.
11427 Section 48-3-1003 (Effective 07/01/13), Action on plan of merger by constituent
11428 limited liability company.
11429 Section 48-3-1004 (Effective 07/01/13), Filings required for merger -- Effective
11430 date.
11431 Section 48-3-1005 (Effective 07/01/13), Effect of merger.
11432 Section 48-3-1006 (Effective 07/01/13), Conversion.
11433 Section 48-3-1007 (Effective 07/01/13), Action on plan of conversion by converting
11434 limited liability company.
11435 Section 48-3-1008 (Effective 07/01/13), Filings required for conversion -- Effective
11436 date.
11437 Section 48-3-1009 (Effective 07/01/13), Effect of conversion.
11438 Section 48-3-1010 (Effective 07/01/13), Domestication.
11439 Section 48-3-1011 (Effective 07/01/13), Action on plan of domestication by
11440 domesticating limited liability company.
11441 Section 48-3-1012 (Effective 07/01/13), Filings required for domestication --
11442 Effective date.
11443 Section 48-3-1013 (Effective 07/01/13), Effect of domestication.
11444 Section 48-3-1014 (Effective 07/01/13), Restrictions on approval of mergers,
11445 conversions, and domestications.
11446 Section 48-3-1015 (Effective 07/01/13), Part not exclusive.
11447 Section 48-3-1101 (Effective 07/01/13), Definitions.
11448 Section 48-3-1102 (Effective 07/01/13), Application of this part.
11449 Section 48-3-1103 (Effective 07/01/13), Additional requirements for certificate of
11450 organization.
11451 Section 48-3-1104 (Effective 07/01/13), Name limitations.
11452 Section 48-3-1105 (Effective 07/01/13), Providing a professional service.
11453 Section 48-3-1106 (Effective 07/01/13), Limit of one profession.
11454 Section 48-3-1107 (Effective 07/01/13), Activity limitations.
11455 Section 48-3-1108 (Effective 07/01/13), Part does not limit regulating board.
11456 Section 48-3-1109 (Effective 07/01/13), Member or manager of a professional
11457 services company.
11458 Section 48-3-1110 (Effective 07/01/13), Restriction on transfer by member.
11459 Section 48-3-1111 (Effective 07/01/13), Purchase of interest upon death, incapacity,
11460 or disqualification of member.
11461 Section 48-3-1112 (Effective 07/01/13), Conversion to nonprofessional company.
11462 Section 48-3-1201 (Effective 07/01/13), Application of this part.
11463 Section 48-3-1202 (Effective 07/01/13), Series of transferable interests.
11464 Section 48-3-1203 (Effective 07/01/13), Notice of series -- Certificate of
11465 organization.
11466 Section 48-3-1204 (Effective 07/01/13), Agreement to be liable.
11467 Section 48-3-1205 (Effective 07/01/13), Series related provisions in operating
11468 agreement.
11469 Section 48-3-1206 (Effective 07/01/13), Management of a series.
11470 Section 48-3-1207 (Effective 07/01/13), Distribution concerning a series.
11471 Section 48-3-1208 (Effective 07/01/13), Events causing dissociation from a series.
11472 Section 48-3-1209 (Effective 07/01/13), Termination of a series.
11473 Section 48-3-1210 (Effective 07/01/13), Foreign limited liability company -- Series.
11474 Section 48-3-1301 (Effective 07/01/13), Application of this part.
11475 Section 48-3-1302 (Effective 07/01/13), Requirements.
11476 Section 48-3-1303 (Effective 07/01/13), Ceasing to be a low-profit limited liability
11477 company.
11478 Section 48-3-1304 (Effective 07/01/13), Conversion or merger of a low-profit
11479 limited liability company.
11480 Section 48-3-1401 (Effective 07/01/13), Uniformity of application and construction.
11481 Section 48-3-1402 (Effective 07/01/13), Relation to Electronic Signatures in Global
11482 and National Commerce Act.
11483 Section 48-3-1403 (Effective 07/01/13), Severability clause.
11484 Section 48-3-1404 (Effective 07/01/13), Savings clause.
11485 Section 48-3-1405 (Effective 07/01/13), Application to existing relationships.
11486 Section 424. Effective date.
11487 (1) The amended sections in this bill take effect on July 1, 2013.
11488 (2) The sections enacted in this bill take effect on January 1, 2014.
11489 (3) Section 422, Repealer, in this bill of the uncodified repealer Laws of Utah 2011,
11490 Chapter 353, Section 310, takes effect on July 1, 2013.
11491 (4) Section 423, Repealer, for Title 48, Chapters 1a, 1b, 2d, and 3 of the codified
11492 sections listed to be repealed July 1, 2013, takes effect on July 1, 2013.
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