Utah Code § 48-3a-1206 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1206
§ 48-3a-1206. Series distributions.
Status: in_force

10/1/2026 (1) Any distribution made by a series before its dissolution and winding up must be in equal shares among the series members and dissociated series members, except to the extent necessary to comply with any transfer effective under Section 48-3a-502 and any charging order in effect under Section 48-3a-503. (2) A person has a right to a distribution before the dissolution and winding up of a series only if the series decides to make an interim distribution. A person's dissociation with respect to a series does not entitle the person to a distribution. (3) A person does not have a right to demand or receive a distribution from a series in any form other than money. Except as otherwise provided in Subsection 48-3a-711(3), a series may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (4) If a series member or transferee becomes entitled to receive a distribution, the series member or transferee has the status of, and is entitled to all remedies available to, a creditor of the series with respect to the distribution. However, the series' obligation to make a distribution is subject to offset for any amounts owed to the series by the member or a person dissociated as a member on whose account the distribution is made. (5) A series may not make a distribution if after the distribution: (a) the series would not be able to pay its debts as they become due in the ordinary course of the series' activities; or (b) the series' total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the series were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution. (6) A series may base a determination that a distribution is not prohibited under Subsection (5) on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances. (7) Except as otherwise provided in Subsection (9), the effect of a distribution under Subsection (5) is measured: (a) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the series, as of the date money or other property is transferred or debt incurred by the series; or (b) in all other cases, as of the date: (i) the distribution is authorized, if the payment occurs within 120 days after that date; or (ii) the payment is made, if the payment occurs more than 120 days after the distribution is authorized. (8) A series' indebtedness to a series member incurred by reason of a distribution made in accordance with this section is at parity with the series' indebtedness to its general, unsecured creditors. (9) A series' indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of Subsection (5) if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members of the series under this section. If such indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. (10) Except as otherwise provided in Subsection (11), if a member of a member-managed series or manager of a manager-managed series consents to a distribution made in violation of this section and in consenting to the distribution fails to comply with Section 48-3a-409, the member or manager is personally liable to the series for the amount of the distribution that exceeds the amount that could have been distributed without the violation of this section. (11) To the extent the operating agreement of a member-managed series expressly relieves a series member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members of the series, the liability stated in Subsection (10) applies to the other members of the series and not the member of the series that the operating agreement relieves of authority and responsibility. (12) A person that receives a distribution from a series knowing that the distribution to that person was made in violation of this section is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under this section. (13) A person against which an action is commenced because the person is liable under Subsection (10) may: (a) implead any other person that is liable under Subsection (10) and seek to compel contribution from the person; and (b) implead any person that received a distribution in violation of Subsection (12) and seek to compel contribution from the person in the amount the person received in violation of Subsection (12). (14) An action under this section is barred if not commenced within two years after the distribution.
Utah Code § 48-3a-1205 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1205
§ 48-3a-1205. Management of a series.
Status: in_force

10/1/2026 (1) A series is member-managed unless the operating agreement: (a) expressly provides that: (i) the series is or will be "manager-managed"; (ii) the series is or will be "managed by managers"; or (iii) management of the series is or will be "vested in managers"; or (b) includes words of similar import. (2) In a member-managed series, unless modified pursuant to Section 48-3a-1204, the following rules apply: (a) The management and conduct of the series are vested in the members of the series. (b) Each series member has equal rights in the management and conduct of the series' activities. (c) A difference arising among series members as to a matter in the ordinary course of the activities of the series shall be decided by a majority of the series members. (d) An act outside the ordinary course of the activities of the series may be undertaken only with the consent of all members of the series. (e) The operating agreement may be amended only with the consent of all members of the series. (3) In a manager-managed series, the following rules apply: (a) Except as otherwise expressly provided in this chapter, any matter relating to the activities of the series is decided exclusively by the managers of the series. (b) Each series manager has equal rights in the management and conduct of the activities of the series. (c) A difference arising among managers of a series as to a matter in the ordinary course of the activities of the series shall be decided by a majority of the managers of the series. (d) Unless modified pursuant to Section 48-3a-1204, the consent of all members of the series is required to: (i) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the series' property, with or without the goodwill, outside the ordinary course of the series' activities; (ii) approve a transaction under Part 10, Merger, Interest Exchange, Conversion, and Domestication; (iii) undertake any other act outside the ordinary course of the series' activities; and (iv) amend the operating agreement as it pertains to the series. (e) A manager of the series may be chosen at any time by the consent of a majority of the members of the series and remains a manager of the series until a successor has been chosen, unless the series manager at an earlier time resigns, is removed, or dies, or, in the case of a series manager that is not an individual, terminates. A series manager may be removed at any time by the consent of a majority of the members without notice or cause. (f) A person need not be a series member to be a manager of a series, but the dissociation of a series member that is also a series manager removes the person as a manager of the series. If a person that is both a series manager and a series member ceases to be a manager of the series, that cessation does not by itself dissociate the person as a member of the series. (g) A person's ceasing to be a series manager does not discharge any debt, obligation, or other liability to the series or members of the series which the person incurred while a manager of the series. (4) An action requiring the consent of members of a series under this chapter may be taken without a meeting, and a member of a series may appoint a proxy or other agent to consent or otherwise act for the series member by signing an appointing record, personally or by the series member's agent. (5) The dissolution of a series does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the series loses the right to participate in management as a series member and a series manager. (6) This chapter does not entitle a member of a series to remuneration for services performed for a member-managed series, except for reasonable compensation for services rendered in winding up the activities of the series.
Utah Code § 48-2e-102 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-102
§ 48-2e-102. Definitions.
Status: in_force

10/1/2026As used in this chapter: (1) "Certificate of limited partnership" means the certificate required by Section 48-2e-201. The term includes the certificate as amended or restated. (2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in Section 48-2e-501 which is provided by a person to a limited partnership to become a partner or in the person's capacity as a partner. (3) "Debtor in bankruptcy" means a person that is the subject of: (a) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (b) a comparable order under federal, state, or foreign law governing insolvency. (4) "Distribution" means a transfer of money or other property from a limited partnership to a person on account of a transferable interest or in the person's capacity as a partner. The term: (a) includes: (i) a redemption or other purchase by a limited partnership of a transferable interest; and (ii) a transfer to a partner in return for the partner's relinquishment of any right to participate as a partner in the management or conduct of the limited partnership's activities and affairs or to have access to records or other information concerning the limited partnership's activities and affairs; and (b) does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program. (5) "Division" means the Division of Corporations and Commercial Code. (6) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the debts, obligations, or other liabilities of the foreign limited partnership under a provision similar to Subsection 48-2e-404(3). (7) "Foreign limited partnership" means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. The term includes a foreign limited liability limited partnership. (8) "General partner" means a person that: (a) has become a general partner under Section 48-2e-401 or was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and (b) has not dissociated as a general partner under Section 48-2e-603. (9) "Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. (10) "Jurisdiction of formation" means, with respect to an entity, the jurisdiction: (a) under whose law the entity is formed; or (b) in the case of a limited liability partnership or foreign limited liability partnership, in which the partnership's statement of qualification is filed. (11) "Limited liability limited partnership," except in the phrase "foreign limited liability limited partnership," means a limited partnership whose certificate of limited partnership states that the partnership is a limited liability limited partnership. (12) "Limited partner" means a person that: (a) has become a limited partner under Section 48-2e-301 or was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and (b) has not dissociated under Section 48-2e-601. (13) "Limited partnership" means an entity formed under this chapter or which becomes subject to this chapter under Part 11, Merger, Interest Exchange, Conversion, and Domestication, or Section 48-2e-1205. The term includes a limited liability limited partnership. (14) "Partner" means a limited partner or general partner. (15) "Partnership agreement" means the agreement, whether or not referred to as a partnership agreement, and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in Subsection 48-2e-112(1). The term includes the agreement as amended or restated. (16) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (17) "Principal office" means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. (18) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. (19) "Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (20) "Registered agent" means an agent of a limited partnership or foreign limited partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the limited partnership. (21) "Registered foreign limited partnership" means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the division. (22) "Required information" means the information that a limited partnership is required to maintain under Section 48-2e-115. (23) "Sign" means, with present intent to authenticate or adopt a record: (a) to execute or adopt a tangible symbol; or (b) to attach to or logically associate with the record an electronic symbol, sound, or process. (24) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (25) "Transfer" includes: (a) an assignment; (b) a conveyance; (c) a sale; (d) a lease; (e) an encumbrance, including a mortgage or security interest; (f) a gift; and (g) a transfer by operation of law. (26) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a limited partnership in accordance with the partnership agreement, whether or not the person remains a partner or continues to own any part of the right. The term applies to any fraction of the interest, by whomever owned. (27) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. The term includes a person that owns a transferable interest under Subsection 48-2e-602(1)(c) or 48-2e-605(1)(d). (28) "Tribal limited partnership" means a limited partnership: (a) formed under the law of a tribe; and (b) that is at least 51% owned or controlled by the tribe under whose law the limited partnership is formed. (29) "Tribe" means a tribe, band, nation, pueblo, or other organized group or community of Indians, including an Alaska Native village, that is legally recognized as eligible for and is consistent with a special program, service, or entitlement provided by the United States to Indians because of their status as Indians.
Utah Code § 48-1d-301 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-301
§ 48-1d-301. Partner agent of partnership.
Status: in_force

10/1/2026Subject to the effect of a statement of partnership authority under Section 48-1d-303, the following rules apply: (1) Each partner is an agent of the partnership for the purpose of its activities and affairs. An act of a partner, including the signing of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership's activities and affairs or activities and affairs of the kind carried on by the partnership binds the partnership, unless the partner did not have authority to act for the partnership in the particular matter and the person with which the partner was dealing knew, or had notice, that the partner lacked authority. (2) An act of a partner, which is not apparently for carrying on in the ordinary course the partnership's activities and affairs or activities and affairs of the kind carried on by the partnership, binds the partnership only if the act was actually authorized by all the other partners.
Utah Code § 48-3a-603 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-603
§ 48-3a-603. Effect of dissociation.
Status: in_force

10/1/2026 (1) If a person is dissociated as a member: (a) the person's right to participate as a member in the management and conduct of the company's activities and affairs terminates; (b) if the limited liability company is member-managed, the person's duties and obligations under Section 48-3a-409 as a member end with regard to matters arising and events occurring after the person's dissociation; and (c) subject to Section 48-3a-504 and Part 10, Merger, Interest Exchange, Conversion, and Domestication, any transferable interest owned by the person in the person's capacity as a member immediately before dissociation as a member is owned by the person solely as a transferee. (2) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or other liability to the limited liability company or the other members which the person incurred while a member.
Utah Code § 48-3a-906 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-906
§ 48-3a-906. Noncomplying name of foreign limited liability company.
Status: in_force

10/1/2026 (1) A foreign limited liability company whose name does not comply with Section 48-3a-108 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with Section 48-3a-108. A registered foreign limited liability company that registers under an alternate name under this Subsection (1) need not comply with Title 42, Chapter 2, Conducting Business Under Assumed Name. After registering to do business in this state with an alternate name, a registered foreign limited liability company shall do business in this state under: (a) the alternate name; (b) the foreign limited liability company's name, with the addition of its jurisdiction of formation; or (c) an assumed or fictitious name the foreign limited liability company is authorized to use under Title 42, Chapter 2, Conducting Business Under Assumed Name. (2) If a registered foreign limited liability company changes its name to one that does not comply with Section 48-3a-108, it may not do business in this state until it complies with Subsection (1) by amending its registration to adopt an alternate name that complies with Section 48-3a-108.
Utah Code § 48-1d-103 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-103
§ 48-1d-103. Knowledge -- Notice.
Status: in_force

10/1/2026 (1) A person knows a fact if the person: (a) has actual knowledge of it; or (b) is deemed to know it under Subsection (4)(a) or law other than this chapter. (2) A person has notice of a fact if the person: (a) has reason to know the fact from all the facts known to the person at the time in question; or (b) is deemed to have notice of the fact under Subsection (4)(b). (3) Subject to Subsection 48-1d-116(6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact. (4) A person not a partner is deemed: (a) to know of a limitation on authority to transfer real property as provided in Subsection 48-1d-303(7); and (b) to have notice of: (i) a partner's dissociation 90 days after a statement of dissociation under Section 48-1d-804 becomes effective; and (ii) a partnership's: (A) dissolution 90 days after a statement of dissolution under Subsection 48-1d-902(2)(b)(i) becomes effective; (B) termination 90 days after a statement of termination under Subsection 48-1d-902(2)(b)(vi) becomes effective; (C) participation in a merger, interest exchange, conversion, or domestication 90 days after a statement of merger, interest exchange, conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective; and (D) abandonment of a merger, interest exchange, conversion, or domestication 90 days after a statement of abandonment of merger, interest exchange, conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective. (5) A partner's knowledge or notice of a fact relating to the partnership is effective immediately as knowledge of or notice to the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Utah Code § 48-5-302 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-302
§ 48-5-302. Voting rights.
Status: in_force

10/1/2026 (1) The by-laws shall set out the distribution of voting rights for the classes of member participation rights in a decentralized autonomous organization. (2) The method by which these voting rights are computed and distributed shall be set out in the by-laws.
Utah Code § 48-1d-403 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-403
§ 48-1d-403. Rights of partners and person dissociated as partner to information.
Status: in_force

10/1/2026 (1) A partnership shall keep its books and records, if any, at its principal office. (2) On reasonable notice, a partner may inspect and copy during regular business hours, at a reasonable location specified by the partnership, any record maintained by the partnership regarding the partnership's activities, affairs, financial condition, and other circumstances, to the extent the information is material to the partner's rights and duties under the partnership agreement or this chapter. (3) The partnership shall furnish to each partner: (a) without demand, any information concerning the partnership's activities, affairs, financial condition, and other circumstances which the partnership knows and is material to the proper exercise of the partner's rights and duties under the partnership agreement or this chapter, except to the extent the partnership can establish that it reasonably believes the partner already knows the information; and (b) on demand, any other information concerning the partnership's activities, affairs, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (4) The duty to furnish information under Subsection (3) also applies to each partner to the extent the partner knows any of the information described in Subsection (3). (5) Subject to Subsection (8), on 10 days' demand made in a record received by a partnership, a person dissociated as a partner may have access to information to which the person was entitled while a partner if: (a) the information pertains to the period during which the person was a partner; (b) the person seeks the information in good faith; and (c) the person satisfies the requirements imposed on a partner by Subsection (2). (6) Not later than 10 days after receiving a demand under Subsection (5), the partnership in a record shall inform the person that made the demand of: (a) the information that the partnership will provide in response to the demand and when and where the partnership will provide the information; and (b) the partnership's reasons for declining, if the partnership declines to provide any demanded information. (7) A partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. (8) A partner or person dissociated as a partner may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under Subsection (11) applies both to the agent or legal representative and the partner or person dissociated as a partner. (9) The rights under this section do not extend to a person as transferee. (10) If a partner dies, Section 48-1d-605 applies. (11) In addition to any restriction or condition stated in the partnership agreement, a partnership, as a matter within the ordinary course of its business, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the partnership has the burden of proving reasonableness.
Utah Code § 48-1d-501 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-501
§ 48-1d-501. Form of contribution.
Status: in_force

10/1/2026A contribution may consist of property transferred to, services performed for, or other benefit provided to the partnership or an agreement to transfer property to, perform services for, or provide another benefit to the partnership.
Utah Code § 48-5-403 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-403
§ 48-5-403. Contentious forks in the underlying blockchain.
Status: in_force

10/1/2026 (1) Except as provided in this section, in the event of a hard fork in the underlying permissionless blockchain: (a) the legal representation of the decentralized autonomous organization remains on the majority chain; and (b) any off-chain assets shall belong to the decentralized autonomous organization on the majority chain. (2) (a) A decentralized autonomous organization may choose to maintain legal presence on a minority chain if the decentralized autonomous organization expresses an intent to do so by public signal. (b) If the decentralized autonomous organization expresses an intent by public signal to maintain legal presence on a minority chain, any off-chain assets shall belong to the decentralized autonomous organization on the selected minority chain. (3) The decentralized autonomous organization may liquidate the decentralized autonomous organization's on-chain assets after a hard fork to move those assets to the chosen chain. (4) The decentralized autonomous organization may split into multiple legal entities after a hard fork, each on a separate chain, after public signal of an intent to do so, provided there is a definitive distribution of off-chain assets between the majority and minority chain.
Utah Code § 48-1d-1006 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1006
§ 48-1d-1006. Reference to external facts.
Status: in_force

10/1/2026A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
Utah Code § 48-3a-1004 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1004
§ 48-3a-1004. Status of filings.
Status: in_force

10/1/2026A filing under this part signed by a domestic entity becomes part of the public organic record of the entity if the entity's organic law provides that similar filings under that law become part of the public organic record of the entity.
Utah Code § 48-5-103 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-103
§ 48-5-103. Powers of the division.
Status: in_force

10/1/2026 (1) (a) The division may make, amend, or rescind a rule, form, or order when necessary to carry out this chapter. (b) The division shall make rules in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act. (2) The division may by rule: (a) provide the form and content of a registration requirement required under this chapter; (b) provide the method of determining whether formation requirements described in Section 48-5-201 have been met and when to file a certificate of organization; and (c) identify industry standards for determining whether the decentralized autonomous organization has undergone security review for quality assurance.
Utah Code § 48-2e-702 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-702
§ 48-2e-702. Transfer of transferable interest.
Status: in_force

10/1/2026 (1) A transfer, in whole or in part, of a transferable interest: (a) is permissible; (b) does not by itself cause the person's dissociation or a dissolution and winding up of the limited partnership's activities and affairs; and (c) subject to Section 48-2e-704, does not entitle the transferee to: (i) participate in the management or conduct of the limited partnership's activities or affairs; or (ii) except as otherwise provided in Subsection (3), have access to required information, records, or other information concerning the limited partnership's activities and affairs. (2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (3) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution. (4) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (5) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership knows or has notice of the transfer. (6) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer. (7) Except as otherwise provided in Subsections 48-2e-601(2)(d)(ii) and 48-2e-603(4)(b), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner. (8) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under Sections 48-2e-502 and 48-2e-505 known to the transferee when the transferee becomes a partner.
Utah Code § 48-4-104 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-104
§ 48-4-104. Benefit company status.
Status: in_force

10/1/2026 (1) A person may form a benefit company in accordance with Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, except the certificate of organization shall state that the limited liability company is a benefit company. (2) (a) A limited liability company may elect to become a benefit company by amending, in accordance with Section 48-3a-202, the limited liability company's certificate of organization to contain a statement that the limited liability company is a benefit company. (b) An amendment described in Subsection (2)(a) is not effective unless the amendment is adopted by at least the minimum status vote. (3) If an entity that is not a benefit company is a party to a merger or is the exchanging entity in an interest exchange, and the surviving entity in the merger or interest exchange is a benefit company, the merger or interest exchange is not effective unless the merger or interest exchange is adopted by the entity by at least the minimum status vote. (4) (a) A benefit company may terminate the benefit company's status as a benefit company and cease to be subject to this chapter by amending the benefit company's certificate of organization in accordance with Section 48-3a-202 to delete the provision described in Subsection (1) or (2) that states that the limited liability company is a benefit company. (b) An amendment described in Subsection (4)(a) is not effective unless the amendment is adopted by at least the minimum status vote. (5) (a) If a proposed merger or interest exchange would have the effect of terminating a benefit company's status as a benefit company, the merger or interest exchange is not effective unless the merger or interest exchange is adopted by at least the minimum status vote. (b) Unless the transaction is in the usual and regular course of the benefit company's business, a sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit company is not effective unless the transaction is approved by at least the minimum status vote.
Utah Code § 48-2e-302 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-302
§ 48-2e-302. No agency power of limited partner as limited partner.
Status: in_force

10/1/2026 (1) A limited partner is not an agent of a limited partnership solely by reason of being a limited partner. (2) A person's status as a limited partner does not prevent or restrict law other than this chapter from imposing liability on a limited partnership because of the person's conduct.
Utah Code § 48-2e-406 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-406
§ 48-2e-406. Management rights of general partner.
Status: in_force

10/1/2026 (1) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the limited partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners. (2) The affirmative vote or consent of all partners is required to: (a) amend the partnership agreement; (b) amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership; (c) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs; and (d) approve a transaction under Part 11, Merger, Interest Exchange, Conversion, and Domestication. (3) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute. (4) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under Subsection (3) or Subsection 48-2e-408(1) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance. (5) A general partner is not entitled to remuneration for services performed for the limited partnership.
Utah Code § 48-5-202 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-202
§ 48-5-202. Limited liability.
Status: in_force

10/1/2026 (1) Except as set forth in Subsections (2) and (3), a member: (a) may only be liable for the on-chain contributions that the member has committed to the decentralized autonomous organization; (b) may not be held personally liable for any excess liability after the decentralized autonomous organization's assets have been exhausted; (c) may not be held personally liable for any obligation incurred by the decentralized autonomous organization; and (d) may not be held personally liable, in the member's capacity as a member, for the wrongful act or omission of any other member of the decentralized autonomous organization. (2) If a decentralized autonomous organization refuses to comply with an enforceable judgment, order, or award entered against the decentralized autonomous organization, the members who voted against compliance may be liable for any monetary payments ordered in the judgment, order, or award in proportion to the member's share of governance rights in the decentralized autonomous organization. (3) Subsections (1) and (2) do not affect the personal liability of a member in tort for a member's own wrongful act or omission.
Utah Code § 48-1d-504 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-504
§ 48-1d-504. Limitation on distributions by limited liability partnership.
Status: in_force

10/1/2026 (1) A limited liability partnership may not make a distribution, including a distribution under Section 48-1d-906, if after the distribution: (a) the limited liability partnership would not be able to pay its debts as they become due in the ordinary course of the partnership's activities and affairs; or (b) the limited liability partnership's total assets would be less than the sum of its total liabilities plus, unless the partnership agreement permits otherwise, the amount that would be needed, if the partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to the right to receive distributions of the persons receiving the distribution. (2) A limited liability partnership may base a determination that a distribution is not prohibited under Subsection (1) on: (a) financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or (b) a fair valuation or other method that is reasonable under the circumstances. (3) Except as otherwise provided in Subsection (5), the effect of a distribution under Subsection (1) is measured: (a) in the case of a distribution as defined in Subsection 48-1d-102(4)(a), as of the earlier of the date: (i) money or other property is transferred or debt is incurred by the limited liability partnership; or (ii) the person entitled to the distribution ceases to own the interest or rights being acquired by the limited liability partnership in return for the distribution; (b) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (c) in all other cases, as of the date: (i) the distribution is authorized, if the payment occurs not later than 120 days after that date; or (ii) the payment is made, if the payment occurs more than 120 days after the distribution is authorized. (4) A limited liability partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the limited liability partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement. (5) A limited liability partnership's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of Subsection (1) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that a payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made. (6) In measuring the effect of a distribution under Section 48-1d-906, the liabilities of a dissolved limited liability partnership do not include any claim that has been disposed of under Sections 48-1d-907, 48-1d-908, and 48-1d-909.
Utah Code § 48-5-405 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-405
§ 48-5-405. Failure event.
Status: in_force

10/1/2026 (1) In the case of a failure event, legal personality and limited liability are maintained to the extent necessary to protect decentralized autonomous organization members and participants from personal liability. (2) A failure event may trigger liability on the person deploying or upgrading the decentralized autonomous organization if that person: (a) acted in bad faith; or (b) engaged in gross negligence.
Utah Code § 48-3a-1404 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1404
§ 48-3a-1404. Savings clause.
Status: in_force

10/1/2026This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
Utah Code § 48-3a-1102 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1102
§ 48-3a-1102. Application of this part.
Status: in_force

10/1/2026 (1) If a conflict arises between this part and another provision of this chapter, this part controls. (2) Notwithstanding the other provisions of this part, on and after January 1, 2016: (a) a professional services company may not designate series of transferable interests; and (b) a limited liability company may not form a professional services company as a series of the limited liability company.
Utah Code § 48-3a-1401 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1401
§ 48-3a-1401. Uniformity of application and construction.
Status: in_force

10/1/2026In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform act upon which this chapter is based.
Utah Code § 48-3a-1006 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1006
§ 48-3a-1006. References to external facts.
Status: in_force

10/1/2026A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
Utah Code § 48-3a-1055 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1055
§ 48-3a-1055. Statement of domestication.
Status: in_force

10/1/2026 (1) A statement of domestication must be signed by the domesticating limited liability company and delivered to the division for filing. (2) A statement of domestication must contain: (a) the name and jurisdiction of formation of the domesticating limited liability company; (b) the name and jurisdiction of formation of the domesticated limited liability company; (c) if the domesticating limited liability company is a domestic limited liability company, a statement that the plan of domestication was approved in accordance with Sections 48-3a-1051 through 48-3a-1056 or, if the domesticating limited liability company is a foreign limited liability company, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation; (d) the certificate of organization of the domesticated limited liability company, as an attachment; and (e) if the domesticated foreign limited liability company is not a registered foreign limited liability company, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-3a-1056(5). (3) In addition to the requirements of Subsection (2), a statement of domestication may contain any other provision not prohibited by law. (4) The certificate of organization of a domesticated domestic limited liability company must satisfy the requirements of the law of this state, but the certificate does not need to be signed. (5) A plan of domestication that is signed by a domesticating domestic limited liability company and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this Subsection (5), references in this part to a statement of domestication refer to the plan of domestication filed under this Subsection (5).
Utah Code § 48-2e-108 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-108
§ 48-2e-108. Permitted names.
Status: in_force

10/1/2026 (1) The name of a limited partnership may contain the name of any partner. (2) The name of a limited partnership that is not a limited liability limited partnership shall contain the words "limited partnership" or the abbreviation "L.P." or "LP" and may not contain the words "limited liability limited partnership" or the abbreviation "L.L.L.P." or "LLLP". (3) The name of a limited liability limited partnership shall contain the words "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and may not contain the abbreviation "L.P." or "LP". (4) Except as otherwise provided in Subsection (7), the name of a limited partnership, and the name under which a foreign limited partnership may register to do business in this state, shall be distinguishable on the records of the division from: (a) the name of an existing person whose formation required the filing of a record by the division; (b) the name of a limited liability partnership; (c) the name of a person that is registered to do business in this state by the filing of a record by the division; (d) each name reserved under Section 48-2e-109 or other law of this state providing for the reservation of a name by the filing of a record by the division; (e) each name registered under Section 48-2e-110 or other law of this state providing for the registration of a name by the filing of a record by the division; or (f) an assumed name registered under Title 42, Chapter 2, Conducting Business Under Assumed Name. (5) If a person consents in a record to the use of the person's name and submits an undertaking in a form satisfactory to the division to change the person's name to a name that is distinguishable on the records of the division from any name in any category of names in Subsection (4), the name of the consenting person may be used by the person to which the consent was given. (6) Except as otherwise provided in Subsection (7), in determining whether a name is the same as or not distinguishable on the records of the division from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP", "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", "LLC", "L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken into account. (7) A person may consent in a record to the use of a name that is not distinguishable on the records of the division from the person's name except for the addition of a word, phrase, or abbreviation indicating the type of person as provided in Subsection (6). In such a case, the person is not required to change the person's name pursuant to Subsection (5). (8) The division may not approve for filing a name that implies that a limited partnership is an agency of this state or any of the state's political subdivisions, if the limited partnership is not actually such a legally established agency or subdivision. (9) The authorization to file a certificate under or to reserve or register a limited partnership name as granted by the division does not: (a) abrogate or limit the law governing unfair competition or unfair trade practices; (b) derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or (c) create an exclusive right in geographic or generic terms contained within a name. (10) The name of a limited partnership or foreign limited partnership may not contain: (a) the words: (i) "association"; (ii) "corporation"; (iii) "incorporated"; (iv) "limited liability company"; or (v) "limited company"; (b) any word or abbreviation that is of like import to the words listed in Subsection (10)(a); (c) without the written consent of the United States Olympic Committee, the words: (i) "Olympic"; (ii) "Olympiad"; or (iii) "Citius Altius Fortius"; or (d) for a limited partnership that changes the limited partnership's name or is formed on or after May 4, 2022, the number sequence "911."
Utah Code § 48-3a-404 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-404
§ 48-3a-404. Sharing of and right to distributions before dissolution.
Status: in_force

10/1/2026 (1) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under Section 48-3a-502 or charging order in effect under Section 48-3a-503. (2) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the limited liability company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. (3) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in Subsection 48-3a-711(4), a limited liability company may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (4) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the limited liability company's obligation to make a distribution is subject to offset for any amount owed to the limited liability company by the member or a person dissociated as a member on whose account the distribution is made.
Utah Code § 48-2e-1144 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1144
§ 48-2e-1144. Amendment or abandonment of plan of conversion.
Status: in_force

10/1/2026 (1) A plan of conversion of a subject entity or domestic converting limited partnership may be amended: (a) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (b) by the partners of the limited partnership in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change: (i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the converting entity under the plan; (ii) the public organic record or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or (iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect. (2) After a plan of conversion has been approved and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited partnership may abandon the plan in the same manner as the plan was approved. (3) If a plan of conversion is abandoned after a statement of conversion has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the division for filing before the time the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of the converting subject entity or limited partnership; (b) the date on which the statement of conversion was delivered to the division for filing; and (c) a statement that the conversion has been abandoned in accordance with this section.
Utah Code § 48-2e-205 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-205
§ 48-2e-205. Filing requirements.
Status: in_force

10/1/2026 (1) To be filed by the division pursuant to this chapter, a record must be received by the division, comply with this chapter, and satisfy the following: (a) The filing of the record must be required or permitted by this chapter. (b) The record must be physically delivered in written form unless and to the extent the division permits electronic delivery of records. (c) The record must be typewritten or computer generated. (d) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals. (e) The record must be signed by a person authorized under this chapter to sign the record. (f) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification. (2) If law other than this chapter prohibits the disclosure by the division of information contained in a record delivered to the division for filing, the division shall accept the record if the record otherwise complies with this chapter but the division may redact the information. (3) When a record is delivered to the division for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter, or law other than this chapter, must be paid in a manner permitted by the division or by that law. (4) The division may require that a record delivered in written form be accompanied by an identical or conformed copy.
Utah Code § 48-2e-111 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-111
§ 48-2e-111. Registered agent.
Status: in_force

10/1/2026 (1) Each limited partnership and each registered foreign limited partnership shall designate in accordance with Section 16-17-203(1) and maintain a registered agent in this state. (2) A limited partnership or registered foreign limited partnership may change its registered agent or the address of its registered agent by filing with the division a statement of change in accordance with Section 16-17-206.
Utah Code § 48-1d-112 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-112
§ 48-1d-112. Filing requirements.
Status: in_force

10/1/2026 (1) To be filed by the division pursuant to this chapter, a record must be received by the division, comply with this chapter, and satisfy the following: (a) The filing of the record must be required or permitted by this chapter. (b) The record must be physically delivered in written form unless and to the extent the division permits electronic delivery of records. (c) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals. (d) The record must be signed by a person authorized or required under this chapter to sign the record. (e) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification. (2) If law other than this chapter prohibits the disclosure by the division of information contained in a record delivered to the division for filing, the division shall accept the record if the record otherwise complies with this chapter but the division may redact the information. (3) When a record is delivered to the division for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the division or by that law. (4) The division may require that a record delivered in written form be accompanied by an identical or conformed copy.
Utah Code § 48-3a-1045 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1045
§ 48-3a-1045. Statement of conversion.
Status: in_force

10/1/2026 (1) A statement of conversion must be signed by the converting entity and delivered to the division for filing. (2) A statement of conversion must contain: (a) the name, jurisdiction of formation, and type of entity of the converting entity; (b) the name, jurisdiction of formation, and type of entity of the converted entity; (c) if the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with Sections 48-3a-1041 through 48-3a-1046 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of formation; (d) if the converted entity is a domestic filing entity, the text of its public organic record, as an attachment; (e) if the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment; and (f) if the converted entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-3a-1046(5). (3) In addition to the requirements of Subsection (2), a statement of conversion may contain any other provision not prohibited by law. (4) If a converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed. (5) A plan of conversion that is signed by a domestic converting entity and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this Subsection (5), references in this part to a statement of conversion refer to the plan of conversion filed under this Subsection (5).
Utah Code § 48-4-401 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-401
§ 48-4-401. Annual benefit report.
Status: in_force

10/1/2026 (1) A benefit company shall prepare an annual benefit report that includes: (a) a narrative description of: (i) the ways in which the benefit company pursued the benefit company's general public benefit purpose during the year and the extent to which general public benefit was created; (ii) the ways in which the benefit company pursued any specific public benefit that the benefit company's certificate of organization states is the purpose of the benefit company to create and the extent to which the specific public benefit was created; (iii) any circumstances that have hindered the benefit company's creation of general public benefit or any specific public benefit; and (iv) the process and rationale for selecting or changing the third-party standard used to prepare the benefit report; (b) an assessment of the overall social and environmental performance of the benefit company against a third-party standard: (i) applied consistently with any application of the standard in prior benefit reports; or (ii) accompanied by an explanation of the reasons for any inconsistent application; and (c) any connection between the organization that established the third-party standard, or the organization's directors or officers, or a holder of 5% or more of the governance interests in the organization, and the benefit company or the benefit company's members, managers, or officers or any holder of 5% or more of the outstanding interests in the benefit company, including any financial or governance relationship that might materially affect the credibility of the use of the third-party standard. (2) The assessment described in Subsection (1)(b) does not need to be audited or certified by a third party.
Utah Code § 48-2e-704 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-704
§ 48-2e-704. Power of legal representative of deceased partner.
Status: in_force

10/1/2026If a partner dies, the deceased partner's legal representative may exercise: (1) the rights of a transferee provided in Subsection 48-2e-702(3); and (2) for the purposes of settling the estate, the rights of a current limited partner under Section 48-2e-304.
Utah Code § 48-5-201 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-201
§ 48-5-201. Formation requirements.
Status: in_force

10/1/2026 (1) (a) One or more persons may act as organizers to form a decentralized autonomous organization by delivering to the division for filing a certificate of organization. (b) At least one of the organizers of a decentralized autonomous organization shall be an individual. (2) (a) A certificate of organization shall provide: (i) the name of the decentralized autonomous organization, which shall comply with Section 48-5-105; (ii) the name of an organizer that is an individual; (iii) the street and mailing address of the organizer described in Subsection (2)(a)(ii); (iv) the name and address of the legal representative; and (v) the information required by Subsection 16-17-203(1). (b) An organizer may request that the information provided in Subsections (2)(a)(ii) and (iii) is redacted by the division before any public disclosure of the filing. (3) A decentralized autonomous organization shall submit evidence to the division in a form required by the division that the decentralized autonomous organization has complied with the following requirements: (a) the decentralized autonomous organization is deployed on a permissionless blockchain; (b) the decentralized autonomous organization has a unique public address through which an individual can review and monitor the decentralized autonomous organization's transactions; (c) the software code of the decentralized autonomous organization is available in a public forum for any person to review; (d) the software code of the decentralized autonomous organization has undergone quality assurance; (e) the decentralized autonomous organization has a graphical user interface that: (i) allows a person to read the value of the key variables of the decentralized autonomous organization's smart contracts; (ii) allows a person to monitor all transactions originating from, or addressed to, the decentralized autonomous organization's smart contracts; (iii) specifies the restrictions on a member's ability to redeem tokens; (iv) makes available the decentralized autonomous organization's by-laws; and (v) displays the mechanism to contact the administrator of the decentralized autonomous organization; (f) the governance system of the decentralized autonomous organization is decentralized; (g) the decentralized autonomous organization has at least one member; (h) (i) there is a publicly specified communication mechanism that allows a person to contact the registered agent of the decentralized autonomous organization and provide legally recognized service; and (ii) a member or administrator of the decentralized autonomous organization is able to access the contents of this communication mechanism; and (i) the decentralized autonomous organization describes or provides a dispute resolution mechanism that is: (i) binding on the decentralized autonomous organization, the members, and participants of the decentralized autonomous organization; and (ii) able to resolve disputes with third parties capable of settlement by alternative dispute resolution. (4) Notwithstanding the requirements of Subsection (3)(e)(iv), a decentralized autonomous organization may redact sensitive information from the by-laws before making the by-laws available, if those redactions are necessary to protect the privacy of individual members or participants in the decentralized autonomous organization. (5) A decentralized autonomous organization is formed when the decentralized autonomous organization's certificate of organization becomes effective and the decentralized autonomous organization submits the evidence required in Subsection (3). (6) Upon formation, the decentralized autonomous organization shall have limited liability, subject to the provisions of Section 48-5-202.
Utah Code § 48-3a-806 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-806
§ 48-3a-806. Proceeds and expenses.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsection (2): (a) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (b) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the limited liability company. (2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. (3) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.
Utah Code § 48-1d-1042 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1042
§ 48-1d-1042. Plan of conversion.
Status: in_force

10/1/2026 (1) A subject entity may convert to a domestic partnership or a domestic partnership may convert to a different type of entity under Sections 48-1d-1041 through 48-1d-1046 by approving a plan of conversion. The plan must be in a record and contain: (a) the name of the converting subject entity or partnership; (b) the name, jurisdiction of formation, and type of entity of the converted entity; (c) the manner of converting the interests in the converting subject entity or partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) the proposed public organic record of the converted entity if it will be a filing entity; (e) the full text of the private organic rules of the converted entity that are proposed to be in a record; (f) the other terms and conditions of the conversion; and (g) any other provision required by the law of this state or the partnership agreement of the converting partnership. (2) In addition to the requirements of Subsection (1), a plan of conversion may contain any other provision not prohibited by law.
Utah Code § 48-2e-907 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-907
§ 48-2e-907. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
Status: in_force

10/1/2026A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity that is organized, incorporated, or otherwise formed through the delivery of a record to the division for filing is deemed to have withdrawn its registration on the effective date of the conversion.
Utah Code § 48-3a-108 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-108
§ 48-3a-108. Permitted names.
Status: in_force

10/1/2026 (1) Except as provided in Section 48-3a-1104 or 48-3a-1302, the name of a limited liability company shall contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". (2) Except as authorized by Subsection (3), the name of a company shall be distinguishable as defined in Subsection (4) upon the records of the division from: (a) the actual name, reserved name, or fictitious or assumed name of any entity registered with the division; or (b) any tradename, trademark, or service mark registered with the division. (3) (a) A company may apply to the division for approval to file the company's certificate of organization under or to reserve a name that is not distinguishable upon the division's records from one or more of the names described in Subsection (2). (b) The division shall approve the name for which the company applies under Subsection (3)(a) if: (i) the other person whose name is not distinguishable from the name under which the applicant desires to file: (A) consents to the filing in writing; and (B) submits an undertaking in a form satisfactory to the division to change the person's name to a name that is distinguishable from the name of the applicant; or (ii) the applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name in this state. (4) A name is distinguishable from other names, trademarks, and service marks registered with the division if the name contains one or more different words, letters, or numerals from other names upon the division's records. (5) The following differences are not distinguishing: (a) the term: (i) "corp."; (ii) "corporation"; (iii) "Inc."; (iv) "incorporated"; (v) "professional corporation"; (vi) "P.C." or "PC"; (vii) "professional association"; (viii) "P.A." or "PA"; (ix) "professional limited liability company"; (x) "P.L.L.C." or "PLLC"; (xi) "company"; (xii) "limited partnership"; (xiii) "limited"; (xiv) "L.P." or "LP"; (xv) "Ltd."; (xvi) "limited liability company"; (xvii) "limited company"; (xviii) "L.C." or "LC"; (xix) "L.L.C." or "LLC"; (xx) "registered limited liability partnership"; (xxi) "R.L.L.P." or "RLLP"; (xxii) "limited liability partnership"; (xxiii) "L.L.P." or "LLP"; (xxiv) "limited liability limited partnership"; (xxv) "L.L.L.P." or "LLLP"; (xxvi) "registered limited liability limited partnership"; or (xxvii) "R.L.L.L.P." or "RLLLP"; (b) an abbreviation of a word listed in Subsection (5)(a); (c) the presence or absence of the words or symbols of the words "the," "and," "a," or "plus"; (d) differences in punctuation and special characters; (e) differences in capitalization; or (f) for a company that is formed in this state on or after May 4, 1998, or registered as a foreign company in this state on or after May 4, 1998, differences in singular and plural forms of words. (6) The division may not approve for filing a name that implies that a limited liability company is an agency of this state or any of the state's political subdivisions, if the limited liability company is not actually such a legally established agency or subdivision. (7) The authorization to file a certificate under or to reserve or register a limited liability company name as granted by the division does not: (a) abrogate or limit the law governing unfair competition or unfair trade practices; (b) derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or (c) create an exclusive right in geographic or generic terms contained within a name. (8) The name of a limited liability company or foreign limited liability company may not contain: (a) the term: (i) "association"; (ii) "corporation"; (iii) "incorporated"; (iv) "partnership"; (v) "limited partnership"; or (vi) "L.P."; (b) any word or abbreviation that is of like import to the words listed in Subsection (8)(a); (c) without the written consent of the United States Olympic Committee, the words: (i) "Olympic"; (ii) "Olympiad"; or (iii) "Citius Altius Fortius"; or (d) for a limited liability company that changes the limited liability company's name or is formed on or after May 4, 2022, the number sequence "911." (9) (a) A person, other than a company formed under this chapter or a foreign company authorized to transact business in this state, may not use in the person's name in this state the term: (i) "limited liability company"; (ii) "limited company"; (iii) "L.L.C."; (iv) "L.C."; (v) "LLC"; or (vi) "LC". (b) Notwithstanding Subsection (2)(a): (i) a foreign corporation whose actual name includes the term "limited" or "Ltd." may use the foreign corporation's actual name in this state if the foreign corporation also uses: (A) "corporation" or "corp."; or (B) "incorporated" or "Inc."; and (ii) a limited liability partnership may use in the limited liability partnership's name the term: (A) "limited liability partnership"; (B) "L.L.P."; or (C) "LLP".
Utah Code § 48-3a-112 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-112
§ 48-3a-112. Operating agreement -- Scope, functions, and limitations.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsections (3) and (4), the operating agreement governs: (a) relations among the members as members and between the members and the limited liability company; (b) the rights and duties under this chapter of a person in the capacity of manager; (c) the activities and affairs of the limited liability company and the conduct of those activities and affairs; and (d) the means and conditions for amending the operating agreement. (2) To the extent the operating agreement does not provide for a matter described in Subsection (1), this chapter governs the matter. (3) An operating agreement may not: (a) vary a limited liability company's capacity under Section 48-3a-105 to sue and be sued in its own name; (b) vary the law applicable under Section 48-3a-106; (c) vary any requirement, procedure, or other provision of this chapter pertaining to: (i) registered agents; or (ii) the division, including provisions pertaining to records authorized or required to be delivered to the division for filing under this chapter; (d) vary the provisions of Section 48-3a-204; (e) eliminate the duty of loyalty or the duty of care, except as otherwise provided in Subsection (4); (f) eliminate the contractual obligation of good faith and fair dealing under Subsection 48-3a-409(4), but the operating agreement may prescribe the standards, if not unconscionable or against public policy, by which the performance of the obligation is to be measured; (g) relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness; (h) unreasonably restrict the duties and rights under Section 48-3a-410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (i) vary the causes of dissolution specified in Subsections 48-3a-701(4)(a) and (5); (j) vary the requirement to wind up the limited liability company's activities and affairs as specified in Subsections 48-3a-703(1), (2)(a), and (5); (k) unreasonably restrict the right of a member to maintain an action under Part 8, Action by Members; (l) vary the provisions of Section 48-3a-805, but the operating agreement may provide that the limited liability company may not have a special litigation committee; (m) vary the right of a member to approve a merger, interest exchange, conversion, or domestication under Subsections 48-3a-1023(1)(b), 48-3a-1033(1)(b), 48-3a-1043(1)(b), or 48-3a-1053(1)(b); or (n) except as otherwise provided in Section 48-3a-113 and Subsection 48-3a-114(2), restrict the rights under this chapter of a person other than a member or manager. (4) Subject to Subsection (3)(g), without limiting other terms that may be included in an operating agreement, the following rules apply: (a) The operating agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of a responsibility that the member would otherwise have under this chapter and imposes the responsibility on one or more other members, the operating agreement may, to the benefit of the member that the operating agreement relieves of the responsibility, also eliminate or limit any fiduciary duty that would have pertained to the responsibility. (c) If not unconscionable or against public policy, the operating agreement may: (i) alter or eliminate the aspects of the duty of loyalty stated in Subsections 48-3a-409(2) and (9); (ii) identify specific types or categories of activities that do not violate the duty of loyalty; (iii) alter the duty of care, but may not authorize intentional misconduct or knowing violation of law; and (iv) alter or eliminate any other fiduciary duty. (5) The court shall decide as a matter of law whether a term of an operating agreement is unconscionable or against public policy under Subsection (3)(f) or (4)(c). The court: (a) shall make its determination as of the time the challenged term became part of the operating agreement and by considering only circumstances existing at that time; and (b) may invalidate the term only if, in light of the purposes, activities, and affairs of the limited liability company, it is readily apparent that: (i) the objective of the term is unconscionable or against public policy; or (ii) the means to achieve the term's objective is unconscionable or against public policy.
Utah Code § 48-1d-905 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-905
§ 48-1d-905. Liability after dissolution.
Status: in_force

10/1/2026 (1) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Subsection 48-1d-904(1) by an act that is not appropriate for winding up the partnership's activities and affairs, the partner is liable: (a) to the partnership for any damage caused to the partnership arising from the obligation; and (b) if another partner or person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability. (2) If a person dissociated as a partner causes a partnership to incur an obligation under Subsection 48-1d-904(2), the person is liable: (a) to the partnership for any damage caused to the partnership arising from the obligation; and (b) if a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the obligation.
Utah Code § 48-3a-1025 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1025
§ 48-3a-1025. Statement of merger.
Status: in_force

10/1/2026 (1) A statement of merger must be signed by each merging entity and delivered to the division for filing. (2) A statement of merger must contain: (a) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (b) the name, jurisdiction of formation, and type of entity of the surviving entity; (c) a statement that the merger was approved by each domestic merging entity, if any, in accordance with Sections 48-3a-1021 through 48-3a-1026 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation; (d) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; (e) if the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; (f) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and (g) if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-3a-1026(5). (3) In addition to the requirements of Subsection (2), a statement of merger may contain any other provision not prohibited by law. (4) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed. (5) A plan of merger that is signed by all the merging entities and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this Subsection (5), references in this part to a statement of merger refer to the plan of merger filed under this Subsection (5).
Utah Code § 48-1d-1022 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1022
§ 48-1d-1022. Plan of merger.
Status: in_force

10/1/2026 (1) A domestic partnership may become a party to a merger under Sections 48-1d-1021 through 48-1d-1026 by approving a plan of merger. The plan must be in a record and contain: (a) as to each merging entity, its name, jurisdiction of formation, and type of entity; (b) if the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity; (c) the manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) if the surviving entity exists before the merger, any proposed amendments to its public organic record, if any, or to its private organic rules that are, or are proposed to be, in a record; (e) if the surviving entity is to be created in the merger, its proposed public organic record, if any, and the full text of its private organic rules that are proposed to be in a record; (f) the other terms and conditions of the merger; and (g) any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity. (2) In addition to the requirements of Subsection (1), a plan of merger may contain any other provision not prohibited by law.
Utah Code § 48-2e-403 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-403
§ 48-2e-403. Limited partnership liable for general partner's actionable conduct.
Status: in_force

10/1/2026 (1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the limited partnership or with the actual or apparent authority of the limited partnership. (2) If, in the course of a limited partnership's activities and affairs or while acting with actual or apparent authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
Utah Code § 48-3a-102 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-102
§ 48-3a-102. Definitions.
Status: in_force

10/1/2026As used in this chapter: (1) "Certificate of organization" means the certificate required by Section 48-3a-201. The term includes the certificate as amended or restated. (2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in Section 48-3a-402, which is provided by a person to a limited liability company to become a member or in the person's capacity as a member. (3) "Debtor in bankruptcy" means a person that is the subject of: (a) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (b) a comparable order under federal, state, or foreign law governing insolvency. (4) "Distribution" means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. The term: (a) includes: (i) a redemption or other purchase by a limited liability company of a transferable interest; and (ii) a transfer to a member in return for the member's relinquishment of any right to participate as a member in the management or conduct of the company's activities and affairs or to have access to records or other information concerning the company's activities and affairs; and (b) does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program. (5) "Division" means the Division of Corporations and Commercial Code. (6) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state, which would be a limited liability company, including a low-profit limited liability company, if formed under the law of this state. (7) "Governing person" means a person, alone or in concert with others, by or under whose authority the powers of the limited liability company are exercised and under whose direction the activities and affairs of the limited liability company are managed pursuant to this chapter and the limited liability company's operating agreement. The term includes: (a) a manager of a manager-managed limited liability company; (b) a member of a member-managed limited liability company; and (c) the chief executive officer of a limited liability company in which officers have been appointed, regardless of the actual designated title. (8) "Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. (9) "Jurisdiction of formation" means, with respect to an entity, the jurisdiction: (a) under whose law the entity is formed; or (b) in the case of a limited liability partnership or foreign limited liability partnership, in which the partnership's statement of qualification is filed. (10) "Limited liability company," except in the phrase "foreign limited liability company," means an entity formed under this chapter or which becomes subject to this chapter under Part 10, Merger, Interest Exchange, Conversion, and Domestication, or Section 48-3a-1405. (11) "Low-profit limited liability company" means a limited liability company meeting the requirements of Part 13, Low-Profit Limited Liability Companies. (12) "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Subsection 48-3a-407(3). (13) "Manager-managed limited liability company" means a limited liability company that qualifies under Subsection 48-3a-407(1). (14) "Member" means a person that: (a) has become a member of a limited liability company under Section 48-3a-401 or was a member in a company when the company became subject to this chapter under Section 48-3a-1405; and (b) has not dissociated under Section 48-3a-602. (15) "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company. (16) "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in Subsection 48-3a-112(1). The term includes the agreement as amended or restated. (17) "Organizer" means a person that acts under Section 48-3a-201 to form a limited liability company. (18) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (19) "Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state. (20) "Professional services company" means a limited liability company organized in accordance with Part 11, Professional Services Companies. (21) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. (22) "Record," used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (23) "Registered agent" means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company. (24) "Registered foreign limited liability company" means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the division. (25) "Series" means a series created in accordance with Part 12, Series Limited Liability Companies. (26) "Sign" means, with present intent to authenticate or adopt a record: (a) to execute or adopt a tangible symbol; or (b) to attach to or logically associate with the record an electronic symbol, sound, or process. (27) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (28) "Transfer" includes: (a) an assignment; (b) a conveyance; (c) a sale; (d) a lease; (e) an encumbrance, including a mortgage or security interest; (f) a gift; and (g) a transfer by operation of law. (29) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest by whomever owned. (30) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. The term includes a person that owns a transferable interest under Subsection 48-3a-603(1)(c). (31) "Tribal limited liability company" means a limited liability company that is: (a) formed under the law of a tribe; and (b) at least 51% owned or controlled by the tribe under whose law the limited liability company is formed. (32) "Tribe" means a tribe, band, nation, pueblo, or other organized group or community of Indians, including an Alaska Native village that is legally recognized as eligible for and is consistent with a special program, service, or entitlement provided by the United States to Indians because of their status as Indians.
Utah Code § 48-1d-1310 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1310
§ 48-1d-1310. Purchase of interest upon death, incapacity, or disqualification of member.
Status: in_force

10/1/2026 (1) Subject to this part, one or more of the following may provide for the purchase of a partner's interest in a professional services partnership upon the death, incapacity, or disqualification of the partner: (a) the partnership agreement; or (b) a private agreement. (2) In the absence of a provision described in Subsection (1), a professional services partnership shall purchase the interest of a partner who is deceased, incapacitated, or no longer qualified to own an interest in the professional services partnership within 90 days after the day on which the professional services partnership is notified of the death, incapacity, or disqualification. (3) If a professional services partnership purchases a partner's interest under Subsection (2), the professional services company shall purchase the interest at a price that is the reasonable fair market value as of the date of death, incapacity, or disqualification. (4) If a professional services partnership fails to purchase a partner's interest as required by Subsection (2) at the end of the 90-day period described in Subsection (2), the following persons may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to enforce Subsection (2): (a) the personal representative of a deceased partner; (b) the guardian or conservator of an incapacitated partner; or (c) the disqualified partner. (5) A court in which an action is brought under Subsection (4) may: (a) award the person bringing the action the reasonable fair market value of the interest; or (b) within the court's jurisdiction, order the liquidation of the professional services partnership. (6) If a person described in Subsections (4)(a) through (c) is successful in an action under Subsection (4), the court shall award the person reasonable attorney's fees and costs.
Utah Code § 48-3a-1052 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1052
§ 48-3a-1052. Plan of domestication.
Status: in_force

10/1/2026 (1) A domestic limited liability company may become a foreign limited liability company in a domestication by approving a plan of domestication. The plan must be in a record and contain: (a) the name of the domesticating limited liability company; (b) the name and jurisdiction of formation of the domesticated limited liability company; (c) the manner of converting the interests in the domesticating limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) the proposed certificate of organization of the domesticated limited liability company; (e) the full text of the provisions of the operating agreement of the domesticated limited liability company that are proposed to be in a record; (f) the other terms and conditions of the domestication; and (g) any other provision required by the law of this state or the operating agreement of the domesticating limited liability company. (2) In addition to the requirements of Subsection (1), a plan of domestication may contain any other provision not prohibited by law.
Utah Code § 48-1d-1303 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1303
§ 48-1d-1303. Name limitations.
Status: in_force

10/1/2026 (1) The name of a domestic professional services partnership and of a foreign professional services partnership authorized to transact business in this state, in addition to complying with Sections 48-1d-1105 and 48-1d-1206: (a) may not contain language stating or implying that it is formed for a purpose other than that authorized by Section 48-1d-1304; and (b) must conform with any rule made by the regulating board having jurisdiction over a professional service to be rendered by the professional service partnership. (2) Sections 48-1d-1105 and 48-1d-1206 do not prevent the use of a name otherwise prohibited by those sections if the name is: (a) the personal name of an individual partner or individual former partner of the professional services partnership; or (b) the name of an individual who was associated with a predecessor of the professional services partnership.
Utah Code § 48-1d-1035 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1035
§ 48-1d-1035. Statement of interest exchange.
Status: in_force

10/1/2026 (1) A statement of interest exchange must be signed by a domestic acquired partnership and delivered to the division for filing. (2) A statement of interest exchange must contain: (a) the name of the acquired partnership; (b) the name, jurisdiction of formation, and type of entity of the acquiring entity; and (c) a statement that the plan of interest exchange was approved by the acquired entity in accordance with Sections 48-1d-1031 through 48-1d-1036. (3) In addition to the requirements of Subsection (2), a statement of interest exchange may contain any other provision not prohibited by law. (4) A plan of interest exchange that is signed by a domestic acquired partnership and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in this part to a statement of interest exchange refer to the plan of interest exchange filed under this Subsection (4).
Utah Code § 48-1d-1106 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1106
§ 48-1d-1106. Reservation of name.
Status: in_force

10/1/2026 (1) A person may reserve the exclusive use of a name that complies with Section 48-1d-1105 by delivering an application to the division for filing. The application must state the name and address of the applicant and the name to be reserved. If the division finds that the name is available, the division shall reserve the name for the applicant's exclusive use for a period of 120 days. (2) The owner of a reserved name may transfer the reservation to another person by delivering to the division a signed notice in a record of the transfer, which states the name and address of the transferee.
Utah Code § 48-2e-210 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-210
§ 48-2e-210. Liability for inaccurate information in filed record.
Status: in_force

10/1/2026 (1) If a record delivered to the division for filing under this chapter and filed by the division contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (a) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (b) a general partner if: (i) the record was delivered for filing on behalf of the limited partnership; and (ii) the general partner had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the general partner reasonably could have: (A) effected an amendment under Section 48-2e-202; (B) filed a petition under Section 48-2e-204; or (C) delivered to the division for filing a statement of change under Section 16-17-206 or a statement of correction under Section 48-2e-208. (2) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
Utah Code § 48-2e-605 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-605
§ 48-2e-605. Effect of dissociation as general partner.
Status: in_force

10/1/2026 (1) If a person is dissociated as a general partner: (a) the person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates; (b) the person's duties and obligations as a general partner under Section 48-2e-409 end with regard to matters arising and events occurring after the person's dissociation; (c) the person may sign and deliver to the division for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and (d) subject to Section 48-2e-704 and Part 11, Merger, Interest Exchange, Conversion, and Domestication, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person solely as a transferee. (2) A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner.
Utah Code § 48-5-101 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-101
§ 48-5-101. Definitions.
Status: in_force

10/1/2026As used in this chapter: (1) "Administrator" means a person that is appointed in a manner specified in the by-laws to make decisions for specific, predefined operations of the decentralized autonomous organization. (2) "Asset" means an item of value, whether on-chain or off-chain. (3) "By-laws" means the procedural rules and regulations that govern a decentralized autonomous organization and the interaction of the decentralized autonomous organization's members and participants. (4) "Cryptographic proof" means a mathematical proof that verifies that a message has not been tampered with or altered in any way and can be verified by a person that has access to the original message and the proof. (5) "Decentralized" means that decision-making is distributed among multiple persons. (6) "Decentralized autonomous organization" means an organization: (a) created by one or more smart contracts; (b) that implements rules enabling individuals to coordinate for decentralized governance of an organization; and (c) that is an entity formed under this chapter. (7) (a) "Developer" means a person involved in the development or maintenance of a decentralized autonomous organization. (b) "Developer" includes a person that provides: (i) software code; or (ii) design, business, legal, or ancillary support. (8) (a) "Dispute resolution mechanism" means an on-chain alternative dispute resolution system that enables persons to resolve disputes arising out of a decentralized autonomous organization. (b) "Dispute resolution mechanism" includes: (i) arbitration; (ii) expert determination; or (iii) an on-chain alternative court system. (9) "Division" means the Division of Corporations and Commercial Code. (10) "Failure event" means an error in the decentralized autonomous organization's software code or an exploit that: (a) renders the decentralized autonomous organization inoperative; or (b) fundamentally changes the expected operation of the decentralized autonomous organization. (11) "Graphical user interface" means a publicly accessible interface through which a person interacts with computer software through visual indicator representations. (12) "Hard fork" means a blockchain software upgrade that is not compatible with previous versions of the blockchain software and requires all users to upgrade to the latest version of the blockchain software. (13) "Legal representative" means an individual appointed in the manner specified in the by-laws of a decentralized autonomous organization to perform procedural functions off-chain on behalf of a decentralized autonomous organization. (14) "Majority chain" means the version of the blockchain accepted by more than half of the blockchain's validators following a hard fork. (15) "Meeting" means a synchronous or asynchronous event for the purpose of discussing and acting upon decentralized autonomous organization related matters by members or participants. (16) (a) "Member" means a person who has governance rights in a decentralized autonomous organization. (b) "Member" does not include an individual that has involuntarily received a token with governance rights, unless that person has chosen to participate in governance by undertaking a governance behavior, on-chain or off-chain, for the decentralized autonomous organization. (17) "Minority chain" means the version of the chain that is not the majority chain following a hard fork. (18) "Off-chain" means any action that is not on-chain. (19) "On-chain" means any action that is recorded and verified on a blockchain. (20) "On-chain contribution" refers to any token segregated and locked in one of the decentralized autonomous organization's smart contracts for the purpose of member buy-in to the decentralized autonomous organization and the provision of withdrawable capital. (21) "Organizer" means a person that submits the certificate of filing as required in Section 48-5-201. (22) "Participant" means a person that: (a) is not a member of a decentralized autonomous organization; and (b) holds or interacts with a token of a decentralized autonomous organization. (23) "Permissionless blockchain" means a publicly distributed ledger that allows a person to transact and produce blocks in accordance with the blockchain protocol, in which the validity of the block is independent of the identity of the user. (24) "Public address" means a unique, durable identifier that an individual can transact with on a permissionless blockchain. (25) "Public forum" means a freely accessible online environment that is commonly used for the exercise of speech and public debate. (26) "Public signal" means a declaration authorized by the decentralized autonomous organization in a public forum. (27) "Quality assurance" means a security review of the software code of the decentralized autonomous organization in accordance with industry standards. (28) "Redeem" means to exchange a token for the value that the token represents. (29) "Smart contract" means software code that: (a) is deployed on a permissionless blockchain; (b) consists of a set of predefined instructions executed in a distributed manner by the nodes of an underlying blockchain network; and (c) produces a change on the blockchain network. (30) "Token" means a record on a permissionless blockchain that represents an asset, participation right, or other entitlement. (31) "Transaction" means a new entry in a permissionless blockchain, including the recording of a change in ownership of an asset or participation in a decentralized autonomous organization.
Utah Code § 48-3a-103 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-103
§ 48-3a-103. Knowledge -- Notice.
Status: in_force

10/1/2026 (1) A person knows a fact if the person: (a) has actual knowledge of it; or (b) is deemed to know it under Subsection (4)(a) or law other than this chapter. (2) A person has notice of a fact if the person: (a) has reason to know the fact from all the facts known to the person at the time in question; or (b) is deemed to have notice of the fact under Subsection (4)(b). (3) Subject to Subsection 48-3a-209(6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact. (4) A person not a member is deemed: (a) to know of a limitation on authority to transfer real property as provided in Subsection 48-3a-302(7); and (b) to have notice of a limited liability company's: (i) dissolution 90 days after a statement of dissolution under Subsection 48-3a-703(2)(b)(i) becomes effective; (ii) termination 90 days after a statement of termination under Subsection 48-3a-703(2)(b)(vi) becomes effective; (iii) participation in a merger, interest exchange, conversion, or domestication 90 days after a statement of merger, interest exchange, conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective; and (iv) abandonment of a merger, interest exchange, conversion, or domestication 90 days after a statement of abandonment of merger, interest exchange, conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective.
Utah Code § 48-2e-305 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-305
§ 48-2e-305. Limited duties of limited partners.
Status: in_force

10/1/2026 (1) A limited partner shall discharge any duties to the limited partnership and the other partners under the partnership agreement and exercise any rights under this chapter or the partnership agreement consistently with the contractual obligation of good faith and fair dealing. (2) Except as otherwise provided in Subsection (1), a limited partner does not have any duty to the limited partnership or to any other partner solely by reason of acting as a limited partner. (3) If a limited partner enters into a transaction with a limited partnership, the limited partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.
Utah Code § 48-3a-503 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-503
§ 48-3a-503. Charging order.
Status: in_force

10/1/2026 (1) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in Subsection (6), a charging order constitutes a lien on a judgment debtor's transferable interest and, after the limited liability company has been served with the charging order, requires the limited liability company to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor. (2) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under Subsection (1), the court may: (a) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (b) make all other orders necessary to give effect to the charging order. (3) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. Except as otherwise provided in Subsection (6), the purchaser at the foreclosure sale only obtains the transferable interest, does not thereby become a member, and is subject to Section 48-3a-502. (4) At any time before foreclosure under Subsection (3), the member or transferee whose transferable interest is subject to a charging order under Subsection (1) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. (5) At any time before foreclosure under Subsection (3), a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (6) If a court orders foreclosure of a charging order lien against the sole member of a limited liability company: (a) the court shall confirm the sale; (b) the purchaser at the sale obtains the member's entire interest, not only the member's transferable interest; (c) the purchaser thereby becomes a member; and (d) the person whose interest was subject to the foreclosed charging order is dissociated as a member. (7) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the transferable interest of the member or transferee. (8) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest.
Utah Code § 48-1d-1305 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1305
§ 48-1d-1305. Limit of one profession.
Status: in_force

10/1/2026 (1) A professional services partnership organized to provide a professional service under this part may provide only: (a) one specific type of professional service; and (b) services ancillary to the professional service described in Subsection (1)(a). (2) A professional services partnership organized to provide a professional service under this part may not engage in a business other than to provide: (a) the professional service that it was organized to provide; and (b) services ancillary to the professional service described in Subsection (2)(a). (3) Notwithstanding Subsections (1) and (2), a professional services partnership may: (a) own real and personal property necessary or appropriate for providing the type of professional service it was organized to provide; and (b) invest the professional services partnership's money in one or more of the following: (i) real estate; (ii) mortgages; (iii) stocks; (iv) bonds; or (v) another type of investment.
Utah Code § 48-1d-305 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-305
§ 48-1d-305. Partnership liable for partner's actionable conduct.
Status: in_force

10/1/2026 (1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of activities and affairs of the partnership or with the actual or apparent authority of the partnership. (2) If, in the course of the partnership's activities and affairs or while acting with actual or apparent authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
Utah Code § 48-5-307 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-307
§ 48-5-307. No implicit fiduciary status.
Status: in_force

10/1/2026A developer, member, participant, or legal representative of a decentralized autonomous organization may not be imputed to have fiduciary duties towards each other or third parties solely on account of their role, unless the developer, member, participant, or legal representative: (1) explicitly holds themselves out as a fiduciary; or (2) stipulates to assume a fiduciary status as provided in the decentralized autonomous organization's by-laws.
Utah Code § 48-3a-1033 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1033
§ 48-3a-1033. Approval of interest exchange.
Status: in_force

10/1/2026 (1) A plan of interest exchange is not effective unless it has been approved: (a) by all the members of a domestic acquired limited liability company entitled to vote on or consent to any matter; and (b) in a record, by each member of the domestic acquired limited liability company that will have interest holder liability for debts, obligations, and other liabilities that arise after the interest exchange becomes effective, unless: (i) the operating agreement of the limited liability company in a record provides for the approval of an interest exchange or a merger in which some or all of its members become subject to interest holder liability by the vote or consent of fewer than all the members; and (ii) the member consented in a record to or voted for that provision of the operating agreement or became a member after the adoption of that provision. (2) An interest exchange involving a domestic acquired entity that is not a limited liability company is not effective unless it is approved by the domestic entity in accordance with its organic law. (3) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation. (4) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
Utah Code § 48-2e-207 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-207
§ 48-2e-207. Withdrawal of filed record before effectiveness.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Sections 48-2e-1124, 48-2e-1134, 48-2e-1144, and 48-2e-1154, a record delivered to the division for filing may be withdrawn before it takes effect by delivering to the division for filing a statement of withdrawal. (2) A statement of withdrawal must: (a) be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons; (b) identify the record to be withdrawn; and (c) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record. (3) On filing by the division of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
Utah Code § 48-1d-302 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-302
§ 48-1d-302. Transfer of partnership property.
Status: in_force

10/1/2026 (1) Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under Section 48-1d-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name. (b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (2) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under Section 48-1d-301 and: (a) as to a subsequent transferee who gave value for property transferred under Subsection (1)(a) or (1)(b), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (b) as to a transferee who gave value for property transferred under Subsection (1)(c), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under Subsection (2), from any earlier transferee of the property. (4) If a person holds all the partners' interests in the partnership, all the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
Utah Code § 48-3a-1044 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1044
§ 48-3a-1044. Amendment or abandonment of plan of conversion.
Status: in_force

10/1/2026 (1) A plan of conversion of a subject entity or domestic converting limited liability company may be amended: (a) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (b) by the managers or members of the entity in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change: (i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan; (ii) the public organic record or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or (iii) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect. (2) After a plan of conversion has been approved and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a subject entity or domestic converting limited liability company may abandon the plan in the same manner as the plan was approved. (3) If a plan of conversion is abandoned after a statement of conversion has been delivered to the division for filing and before the statement of conversion becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the division for filing before the time the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of the converting subject entity or limited liability company; (b) the date on which the statement of conversion was delivered to the division for filing; and (c) a statement that the conversion has been abandoned in accordance with this section.
Utah Code § 48-3a-1035 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1035
§ 48-3a-1035. Statement of interest exchange.
Status: in_force

10/1/2026 (1) A statement of interest exchange must be signed by a domestic acquired limited liability company and delivered to the division for filing. (2) A statement of interest exchange must contain: (a) the name of the acquired limited liability company; (b) the name, jurisdiction of formation, and type of entity of the acquiring entity; (c) a statement that the plan of interest exchange was approved by the acquired limited liability entity in accordance with Sections 48-3a-1031 through 48-3a-1036; and (d) any amendments to the acquired limited liability company's certificate of organization approved as part of the plan of interest exchange. (3) In addition to the requirements of Subsection (2), a statement of interest exchange may contain any other provision not prohibited by law. (4) A plan of interest exchange that is signed by a domestic acquired limited liability company and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this Subsection (4), references in this part to a statement of interest exchange refer to the plan of interest exchange filed under this Subsection (4).
Utah Code § 48-2e-402 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-402
§ 48-2e-402. General partner agent of limited partnership.
Status: in_force

10/1/2026 (1) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the limited partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority. (2) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
Utah Code § 48-1d-902 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-902
§ 48-1d-902. Winding up.
Status: in_force

10/1/2026 (1) (a) A dissolved partnership shall wind up the partnership's activities and affairs. (b) Except as otherwise provided in Section 48-1d-903, a partnership only continues after dissolution for the purpose of winding up. (2) In winding up a partnership's activities and affairs, the partnership: (a) shall discharge the partnership's debts, obligations, and other liabilities, settle and close the partnership's activities and affairs, and marshal and distribute the assets of the partnership; and (b) may: (i) deliver to the division for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved; (ii) preserve the partnership's activities and affairs and property as a going concern for a reasonable time; (iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (iv) transfer the partnership's property; (v) settle disputes by mediation or arbitration; (vi) deliver to the division for filing a statement of termination stating the name of the partnership and that the partnership is terminated; and (vii) perform other acts necessary or appropriate to the winding up. (3) A person whose dissociation as a partner resulted in dissolution may participate in winding up as if still a partner, unless the dissociation was wrongful. (4) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under Subsection (3), the personal or legal representative of the last person to have been a partner may wind up the partnership's activities and affairs. If the representative does not exercise that right, a person to wind up the partnership's activities and affairs may be appointed by the consent of transferees owning a majority of the rights to receive distributions at the time the consent is to be effective. A person appointed under this Subsection (4) has the powers of a partner under Section 48-1d-904 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the partnership's activities and affairs. (5) Upon a petition brought by any partner or person entitled under Subsection (3) to participate in winding up, a court may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership's activities and affairs, if: (a) the partnership does not have a partner, and within a reasonable time following the dissolution no person has been appointed under Subsection (4); or (b) the applicant establishes other good cause.
Utah Code § 48-2e-201 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-201
§ 48-2e-201. Formation of limited partnership -- Certificate of limited partnership.
Status: in_force

10/1/2026 (1) To form a limited partnership, a person must deliver a certificate of limited partnership to the division for filing. (2) The certificate of limited partnership must state: (a) the name of the limited partnership, which must comply with Section 48-2e-108; (b) the street and mailing address of the limited partnership's principal office; (c) the information required by Subsection 16-17-203(1); (d) the name and the street and mailing addresses of each general partner; and (e) whether the limited partnership is a limited liability limited partnership. (3) A certificate of limited partnership may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection 48-2e-112(3) in a manner inconsistent with that Subsection (2). (4) A limited partnership is formed when: (a) the certificate of limited partnership has become effective; (b) at least two persons have become partners; (c) at least one person has become a general partner; and (d) at least one person has become a limited partner.
Utah Code § 48-1d-1021 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1021
§ 48-1d-1021. Merger authorized.
Status: in_force

10/1/2026 (1) By complying with Sections 48-1d-1021 through 48-1d-1026: (a) one or more domestic partnerships may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (b) two or more foreign entities may merge into a domestic partnership. (2) By complying with the provisions of Sections 48-1d-1021 through 48-1d-1026 applicable to foreign entities, a foreign entity may be a party to a merger under Sections 48-1d-1021 through 48-1d-1026 or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
Utah Code § 48-4-101 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-101
§ 48-4-101. Title.
Status: in_force

This chapter is known as the "Benefit Limited Liability Company Act."
Utah Code § 48-3a-1208 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1208
§ 48-3a-1208. Dissolution of a series.
Status: in_force

10/1/2026 (1) Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company. (2) The dissolution of a series does not affect the limitation on liabilities of the series under Section 48-3a-1201. (3) A series is dissolved and its affairs shall be wound up upon the dissolution of the limited liability company under Section 48-3a-701 or upon the occurrence of any of the events described in Section 48-3a-701, as applied to the series. (4) Notwithstanding Section 48-3a-703, unless otherwise provided in the operating agreement, any of the following persons may wind up the affairs of a dissolved series: (a) a manager associated with a series who has not wrongfully caused the dissolution of the series; (b) if there is no manager that satisfies the requirements of Subsection (4)(a), the members associated with the series who have not wrongfully caused the dissolution of the series or a person approved by the members associated with the series who have not wrongfully caused the dissolution of the series; or (c) if there is more than one class or group of members associated with the series, then by each class or group of members associated with the series, in either case, by members who have not wrongfully caused the dissolution of the series, and either: (i) own more than 50% of the transferable interests of the series owned by members associated with the series who have not wrongfully caused the dissolution of the series; or (ii) own more than 50% of the transferable interests of each class or group associated with the series owned by members associated with the series who have not wrongfully caused the dissolution of the series. (5) The persons winding up the affairs of a series, in the name of the series and for and on behalf of the series, may take all actions with respect to the series as are permitted under Section 48-3a-703 for a limited liability company. The persons winding up the affairs of a series shall provide for the claims and obligations of the series as provided in Section 48-3a-711 for a limited liability company and distribute the assets of the series as provided in Section 48-3a-711 for a limited liability company. An action taken pursuant to this Subsection (5) may not affect the liability of a member and may not impose liability on a liquidating trustee.
Utah Code § 48-2e-105 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-105
§ 48-2e-105. Powers.
Status: in_force

10/1/2026A limited partnership has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
Utah Code § 48-3a-707 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-707
§ 48-3a-707. Court proceedings.
Status: in_force

10/1/2026 (1) (a) A dissolved limited liability company that has published a notice under Section 48-3a-706 may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the limited liability company, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved limited liability company, are reasonably expected to arise after the effective date of dissolution. (b) Security is not required for any claim that is or is reasonably anticipated to be barred under Subsection 48-3a-706(3). (2) No later than 10 days after the filing of an application under Subsection (1), the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the limited liability company. (3) (a) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. (b) The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company. (4) A dissolved limited liability company that provides security in the amount and form ordered by the court under Subsection (1) satisfies the limited liability company's obligations with respect to claims that are contingent, have not been made known to the limited liability company, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a member or transferee that received assets in liquidation.
Utah Code § 48-1d-406 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-406
§ 48-1d-406. Actions by partnership and partners.
Status: in_force

10/1/2026 (1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (2) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities and affairs, to: (a) enforce the partner's rights under the partnership agreement; (b) enforce the partner's rights under this chapter; or (c) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship. (3) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Utah Code § 48-2e-405 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-405
§ 48-2e-405. Actions by and against partnership and partners.
Status: in_force

10/1/2026 (1) To the extent not inconsistent with Section 48-2e-404, a general partner may be joined in an action against the limited partnership or named in a separate action. (2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner. (3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the general partner is personally liable for the claim under Section 48-2e-404, and: (a) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (b) the limited partnership is a debtor in bankruptcy; (c) the general partner has agreed that the creditor need not exhaust limited partnership assets; (d) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that the limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (e) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
Utah Code § 48-3a-101 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-101
§ 48-3a-101. Title.
Status: in_force

This chapter may be cited as the "Utah Revised Uniform Limited Liability Company Act."
Utah Code § 48-2e-1156 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1156
§ 48-2e-1156. Effect of domestication.
Status: in_force

10/1/2026 (1) When a domestication becomes effective: (a) the domesticated limited partnership is: (i) organized under and subject to the organic law of the domesticated limited partnership; and (ii) the same entity without interruption as the domesticating limited partnership; (b) all property of the domesticating limited partnership continues to be vested in the domesticated limited partnership without transfer, reversion, or impairment; (c) all debts, obligations, and other liabilities of the domesticating limited partnership continue as debts, obligations, and other liabilities of the domesticated limited partnership; (d) except as otherwise provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating limited partnership remain in the domesticated limited partnership; (e) the name of the domesticated limited partnership may be substituted for the name of the domesticating limited partnership in any pending action or proceeding; (f) the certificate of limited partnership of the domesticated limited partnership is effective; (g) the provisions of the partnership agreement of the domesticated limited partnership that are to be in a record, if any, approved as part of the plan of domestication are effective; and (h) the interests in the domesticating limited partnership are converted to the extent and as approved in connection with the domestication, and the partners of the domesticating limited partnership are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under Section 48-2e-1108. (2) Except as otherwise provided in the organic law or partnership agreement of the domesticating limited partnership, the domestication does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the domesticating limited partnership. (3) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating limited partnership and becomes subject to interest holder liability with respect to a domestic limited partnership as a result of the domestication has interest holder liability only to the extent provided by the organic law of the domestic limited partnership and only for those debts, obligations, and other liabilities that arise after the domestication becomes effective. (4) When a domestication becomes effective, the following rules apply: (a) The domestication does not discharge any interest holder liability under this chapter to the extent the interest holder liability arose before the domestication became effective. (b) A person does not have interest holder liability under this part for any debt, obligation, or other liability that arise after the domestication becomes effective. (c) A person has whatever rights of contribution from any other person as are provided by law other than this chapter, this chapter, or the partnership agreement of a domestic domesticating limited partnership with respect to any interest holder liability preserved under Subsection (4)(a) as if the domestication had not occurred. (5) When a domestication becomes effective, a foreign limited partnership that is the domesticated limited partnership may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in Section 16-17-301. (6) If the domesticating limited partnership is a registered foreign limited partnership, the registration of the foreign limited partnership is canceled when the domestication becomes effective. (7) A domestication does not require the limited partnership to wind up its affairs and does not constitute or cause the dissolution of the limited partnership.
Utah Code § 48-3a-1041 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1041
§ 48-3a-1041. Conversion authorized.
Status: in_force

10/1/2026 (1) As used in Sections 48-3a-1041 through 48-3a-1046, the term "subject entity" includes a corporation, a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a general partnership, a registered limited liability partnership, a limited partnership, a nonprofit corporation, or a foreign company. (2) A subject entity may convert to a domestic company by complying with Sections 48-3a-1041 through 48-3a-1046. (3) By complying with Sections 48-3a-1041 through 48-3a-1046, a domestic limited liability company may become: (a) a domestic entity that is a different type of entity; or (b) a foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign jurisdiction. (4) By complying with the provisions of Sections 48-3a-1041 through 48-3a-1046 applicable to foreign entities, a foreign entity that is not a foreign limited liability company may become a domestic limited liability company if the conversion is authorized by the law of the foreign entity's jurisdiction of formation. (5) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after January 1, 2014.
Utah Code § 48-1d-1044 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1044
§ 48-1d-1044. Amendment or abandonment of plan of conversion.
Status: in_force

10/1/2026 (1) A plan of conversion of a subject entity or domestic converting partnership may be amended: (a) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (b) by the partners of the entity in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change: (i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the converting entity under the plan; (ii) the public organic record or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or (iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect. (2) After a plan of conversion has been approved and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting partnership may abandon the plan in the same manner as the plan was approved. (3) If a plan of conversion is abandoned after a statement of conversion has been delivered to the division for filing and before the statement of conversion becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the division for filing before the time the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of the converting subject entity or partnership; (b) the date on which the statement of conversion was delivered to the division for filing; and (c) a statement that the conversion has been abandoned in accordance with this section.
Utah Code § 48-2e-1135 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1135
§ 48-2e-1135. Statement of interest exchange.
Status: in_force

10/1/2026 (1) A statement of interest exchange must be signed by a domestic acquired limited partnership and delivered to the division for filing. (2) A statement of interest exchange must contain: (a) the name of the acquired limited partnership; (b) the name, jurisdiction of formation, and type of entity of the acquiring entity; (c) a statement that the plan of interest exchange was approved by the acquired entity in accordance with Sections 48-2e-1131 through 48-2e-1136; and (d) any amendments to the acquired limited partnership's certificate of limited partnership approved as part of the plan of interest exchange. (3) In addition to the requirements of Subsection (2), a statement of interest exchange may contain any other provision not prohibited by law. (4) A plan of interest exchange that is signed by a domestic acquired limited partnership and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this Subsection (4), references in this part to a statement of interest exchange refer to the plan of interest exchange filed under this Subsection (4).
Utah Code § 48-2e-601 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-601
§ 48-2e-601. Dissociation as limited partner.
Status: in_force

10/1/2026 (1) A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership. (2) A person is dissociated as a limited partner when: (a) the limited partnership has notice of the person's express will to withdraw as a limited partner, but, if the person specified a withdrawal date later than the date the limited partnership had notice, on that later date; (b) an event stated in the partnership agreement as causing the person's dissociation as a limited partner occurs; (c) the person is expelled as a limited partner pursuant to the partnership agreement; (d) the person is expelled as a limited partner by the unanimous vote or consent of the other partners if: (i) it is unlawful to carry on the limited partnership's activities and affairs with the person as a limited partner; (ii) there has been a transfer of all of the person's transferable interest in the limited partnership, other than: (A) a transfer for security purposes; or (B) a charging order in effect under Section 48-2e-703 which has not been foreclosed; (iii) the person is a corporation and: (A) the limited partnership notifies the person that it will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation; and (B) not later than 90 days after the notification the statement of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated; or (iv) the person is an unincorporated entity that has been dissolved and whose business is being wound up; (e) on application by the limited partnership, the person is expelled as a limited partner by judicial order because the person: (i) has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs; (ii) has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under Subsection 48-2e-305(1); or (iii) has engaged or is engaging in conduct relating to the limited partnership's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner; (f) in the case of a person who is an individual, the individual dies; (g) in the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited partnership is distributed; (h) in the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed; (i) in the case of a person that is not an individual, corporation, unincorporated entity, trust, or estate, the existence of the person terminates; (j) the limited partnership participates in a merger under Part 11, Merger, Interest Exchange, Conversion, and Domestication, and: (i) the limited partnership is not the surviving entity; or (ii) otherwise as a result of the merger, the person ceases to be a limited partner; (k) the limited partnership participates in an interest exchange under Part 11, Merger, Interest Exchange, Conversion, and Domestication, and as a result of the interest exchange, the person ceases to be a limited partner; (l) the limited partnership participates in a conversion under Part 11, Merger, Interest Exchange, Conversion, and Domestication; (m) the limited partnership participates in a domestication under Part 11, Merger, Interest Exchange, Conversion, and Domestication, and as a result of the domestication, the person ceases to be a limited partner; or (n) the limited partnership dissolves and completes winding up.
Utah Code § 48-5-306 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-306
§ 48-5-306. Legal representation.
Status: in_force

10/1/2026 (1) A decentralized autonomous organization shall retain a legal representative to undertake tasks that cannot be achieved on-chain. (2) Legal representation of the decentralized autonomous organization shall be carried out by the legal representative in the manner provided in the by-laws, as evidenced by an authorization displayed on a public forum, and verifiable by cryptographic proof. (3) The legal representative may undertake and execute any and all acts and contracts included within the scope of such authorization. (4) The legal representative may not be required to reside in Utah. (5) A legal representative may not be personally liable for acts performed on behalf of the decentralized autonomous organization.
Utah Code § 48-1d-1405 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1405
§ 48-1d-1405. Application to existing relationships.
Status: in_force

10/1/2026 (1) Before January 1, 2016, this chapter governs only: (a) a partnership formed on or after January 1, 2014; and (b) except as otherwise provided in Subsection (3), a partnership formed before January 1, 2014, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter. (2) Except as otherwise provided in Subsection (3), on and after January 1, 2016, this chapter governs all partnerships. (3) With respect to a partnership that elects pursuant to Subsection (1)(b) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the partnership's partners to third parties apply: (a) before January 1, 2016, to: (i) a third party that had not done business with the partnership in the year before the election took effect; and (ii) a third party that had done business with the partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and (b) on and after January 1, 2016, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under Subsection (3)(a)(ii).
Utah Code § 48-5-106 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-106
§ 48-5-106. Registered agent.
Status: in_force

10/1/2026Each decentralized autonomous organization shall designate a registered agent in this state in accordance with Subsection 16-17-203(1) and maintain a registered agent in the state.
Utah Code § 48-2e-813 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-813
§ 48-2e-813. Disposition of assets in winding up -- When contributions required.
Status: in_force

10/1/2026 (1) In winding up its activities and affairs, a limited partnership shall apply its assets, including the contributions required by this section, to discharge the limited partnership's obligations to creditors, including partners that are creditors. (2) After a limited partnership complies with Subsection (1), any surplus must be distributed in the following order, subject to any charging order in effect under Section 48-2e-703: (a) to each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and (b) among partners in proportion to their respective rights to share in distributions immediately before the dissolution of the limited partnership, except to the extent necessary to comply with any transfer effective under Section 48-2e-702. (3) If a limited partnership's assets are insufficient to satisfy all of its obligations under Subsection (1), with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply: (a) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under Section 48-2e-607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred. (b) If a person does not contribute the full amount required under Subsection (3)(a) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by Subsection (3)(a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred. (c) If a person does not make the additional contribution required by Subsection (3)(b), further additional contributions are determined and due in the same manner as provided in that subsection. (d) A person that makes an additional contribution under Subsection (3)(b) or (3)(c) may recover from any person whose failure to contribute under Subsection (3)(a) or (3)(b) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute. (4) If a limited partnership does not have sufficient surplus to comply with Subsection (2)(a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions. (5) All distributions made under Subsections (2) and (4) must be paid in money.
Utah Code § 48-3a-805 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-805
§ 48-3a-805. Special litigation committee.
Status: in_force

10/1/2026 (1) If a limited liability company is named as or made a party in a derivative proceeding, the limited liability company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited liability company. If the limited liability company appoints a special litigation committee, on motion by the committee made in the name of the limited liability company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This Subsection (1) does not prevent the court from: (a) enforcing a person's right to information under Section 48-3a-410; or (b) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction upon a showing of good cause. (2) A special litigation committee must be composed of one or more disinterested and independent individuals, who may be members. (3) A special litigation committee may be appointed: (a) in a member-managed limited liability company: (i) by the consent of a majority of the members not named as parties in the proceeding; and (ii) if all members are named as parties in the proceeding, by a majority of the members named as defendants; or (b) in a manager-managed limited liability company: (i) by a majority of the managers not named as parties in the proceeding; and (ii) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants. (4) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (a) continue under the control of the plaintiff; (b) continue under the control of the committee; (c) be settled on terms approved by the committee; or (d) be dismissed. (5) After making a determination under Subsection (4), a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under Subsection (1) and allow the action to continue under the control of the plaintiff.
Utah Code § 48-1d-1025 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1025
§ 48-1d-1025. Statement of merger.
Status: in_force

10/1/2026 (1) A statement of merger must be signed by each merging entity and delivered to the division for filing. (2) A statement of merger must contain: (a) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (b) the name, jurisdiction of formation, and type of entity of the surviving entity; (c) a statement that the merger was approved by each domestic merging entity, if any, in accordance with Sections 48-1d-1021 through 48-1d-1026 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation; (d) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; (e) if the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; (f) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and (g) if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-1d-1026(5). (3) In addition to the requirements of Subsection (2), a statement of merger may contain any other provision not prohibited by law. (4) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed. (5) A plan of merger that is signed by all the merging entities and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this Subsection (5), references in this part to a statement of merger refer to the plan of merger filed under this Subsection (5).
Utah Code § 48-3a-902 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-902
§ 48-3a-902. Registration to do business in this state.
Status: in_force

10/1/2026 (1) A foreign limited liability company may not do business in this state until it registers with the division under this chapter. (2) A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state. (3) The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the foreign limited liability company or preclude it from defending an action or proceeding in this state. (4) A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the foreign limited liability company does business in this state without registering to do business in this state. (5) Subsections 48-3a-901(1) and (2) apply even if a foreign limited liability company fails to register under this chapter.
Utah Code § 48-2e-407 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-407
§ 48-2e-407. Rights to information of general partner and person dissociated as general partner.
Status: in_force

10/1/2026 (1) A general partner may inspect and copy required information during regular business hours in the limited partnership's principal office, without having any particular purpose for seeking the information. (2) On reasonable notice, a general partner may inspect and copy during regular business hours, at a reasonable location specified by the limited partnership, any record maintained by the limited partnership regarding the limited partnership's activities, affairs, financial condition, and other circumstances, to the extent the information is material to the general partner's rights and duties under the partnership agreement or this chapter. (3) A limited partnership shall furnish to each general partner: (a) without demand, any information concerning the limited partnership's activities, affairs, financial condition, and other circumstances which the limited partnership knows and are material to the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter, except to the extent the limited partnership can establish that it reasonably believes the general partner already knows the information; and (b) on demand, any other information concerning the limited partnership's activities, affairs, financial condition, and other circumstances, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (4) The duty to furnish information under Subsection (2) also applies to each general partner to the extent the general partner knows any of the information described in Subsection (2). (5) Subject to Subsection (8), on 10 days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in Subsections (1) and (2) at the locations specified in those subsections if: (a) the information or record pertains to the period during which the person was a general partner; (b) the person seeks the information or record in good faith; and (c) the person satisfies the requirements imposed on a limited partner by Subsection 48-2e-304(2). (6) The limited partnership shall respond to a demand made pursuant to Subsection (3) in the manner provided in Subsection 48-2e-304(3). (7) A limited partnership may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. (8) A general partner or person dissociated as a general partner may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the partnership agreement or under Subsection (9) applies both to the agent or legal representative and the general partner or person dissociated as a general partner. (9) The rights under this section do not extend to a person as transferee, but if: (a) a general partner dies, Section 48-2e-704 applies; and (b) an individual dissociates as a general partner under Subsection 48-2e-603(7)(b) or (7)(c), the legal representative of the individual may exercise the rights under Subsection (4) of a person dissociated as a general partner. (10) In addition to any restriction or condition stated in the partnership agreement, a limited partnership, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this Subsection (10), the limited partnership has the burden of proving reasonableness.
Utah Code § 48-2e-209 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-209
§ 48-2e-209. Duty of division to file -- Review of refusal to file -- Transmission of information by the division.
Status: in_force

10/1/2026 (1) The division shall file a record delivered to the division for filing which satisfies this chapter. The duty of the division under this section is ministerial. (2) When the division files a record, the division shall record it as filed on the date and at the time of its delivery. After filing a record, the division shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing. (3) If the division refuses to file a record, the division, not later than 15 business days after the record is delivered, shall: (a) return the record or notify the person that submitted the record of the refusal; and (b) provide a brief explanation in a record of the reason for the refusal. (4) (a) If the division refuses to file a record, the person that submitted the record may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to compel filing of the record. (b) The record and the explanation of the division of the refusal to file must be attached to the petition. (c) The court may decide the matter in a summary proceeding. (5) The filing of or refusal to file a record does not create a presumption that the information contained in the filing is correct or incorrect. (6) Except as otherwise provided by Section 16-17-301 or by law other than this chapter, the division may deliver any record to a person by delivering it: (a) in person to the person that submitted it; (b) to the address of the person's registered agent; (c) to the principal office of the person; or (d) to another address the person provides to the division for delivery.
Utah Code § 48-1d-1036 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1036
§ 48-1d-1036. Effect of interest exchange.
Status: in_force

10/1/2026 (1) When an interest exchange in which the acquired entity is a domestic partnership becomes effective: (a) the interests in the domestic acquired partnership that are the subject of the interest exchange cease to exist or are converted or exchanged, and the partners holding those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under Section 48-1d-1008; (b) the acquiring entity becomes the interest holder of the interests in the acquired partnership stated in the plan of interest exchange to be acquired by the acquiring entity; and (c) the provisions of the partnership agreement of the acquired partnership that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange. (2) Except as otherwise provided in the partnership agreement of a domestic acquired partnership, the interest exchange does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the acquired partnership. (3) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to a domestic acquired partnership and becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the interest exchange becomes effective. (4) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired partnership with respect to which the person had interest holder liability is as follows: (a) The interest exchange does not discharge any interest holder liability to the extent the interest holder liability arose before the interest exchange became effective. (b) The person does not have interest holder liability for any debt, obligation, or other liability that arises after the interest exchange becomes effective. (c) The person has whatever rights of contribution from any other person as are provided by law other than this chapter, this chapter, or the partnership agreement of the acquired entity with respect to any interest holder liability preserved under Subsection (4)(a) as if the interest exchange had not occurred.
Utah Code § 48-1d-1207 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1207
§ 48-1d-1207. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
Status: in_force

10/1/2026A registered foreign limited liability partnership that converts to a domestic limited liability partnership or to a domestic entity that is organized, incorporated, or otherwise formed through the delivery of a record to the division for filing is deemed to have withdrawn its registration on the effective date of the conversion.
Utah Code § 48-2e-1151 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1151
§ 48-2e-1151. Domestication authorized.
Status: in_force

10/1/2026 (1) By complying with Sections 48-2e-1151 through 48-2e-1156, a domestic limited partnership may become a foreign limited partnership if the domestication is authorized by the law of the foreign jurisdiction. (2) By complying with the provisions of Sections 48-2e-1151 through 48-2e-1156 applicable to foreign limited partnerships, a foreign limited partnership may become a domestic limited partnership if the domestication is authorized by the law of the foreign limited partnership's jurisdiction of formation. (3) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a domestication, the provision applies to a domestication of the limited partnership as if the domestication were a merger until the provision is amended after January 1, 2014.
Utah Code § 48-3a-1101 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1101
§ 48-3a-1101. Definitions.
Status: in_force

10/1/2026As used in this part: (1) "Professional services" means a personal service provided by: (a) a public accountant holding a license under Title 58, Chapter 26a, Certified Public Accountant Licensing Act, or a subsequent law regulating the practice of public accounting; (b) an architect holding a license under Title 58, Chapter 3a, Architects Licensing Act, or a subsequent law regulating the practice of architecture; (c) an attorney granted the authority to practice law by the: (i) Utah Supreme Court; or (ii) one or more of the following that licenses or regulates the authority to practice law in a state or territory of the United States other than Utah: (A) a supreme court; (B) a court other than a supreme court; (C) an agency; (D) an instrumentality; or (E) a regulating board; (d) a chiropractor holding a license under Title 58, Chapter 73, Chiropractic Physician Practice Act, or any subsequent law regulating the practice of chiropractics; (e) a doctor of dentistry holding a license under Title 58, Chapter 69, Dentist and Dental Hygienist Practice Act, or a subsequent law regulating the practice of dentistry; (f) a professional engineer registered under Title 58, Chapter 22, Professional Engineers and Professional Land Surveyors Licensing Act, or a subsequent law regulating the practice of engineers and land surveyors; (g) a naturopath holding a license under Title 58, Chapter 71, Naturopathic Physician Practice Act, or a subsequent law regulating the practice of naturopathy; (h) a nurse licensed under Title 58, Chapter 31b, Nurse Practice Act, or Title 58, Chapter 44a, Nurse Midwife Practice Act, or a subsequent law regulating the practice of nursing; (i) an optometrist holding a license under Title 58, Chapter 16a, Utah Optometry Practice Act, or a subsequent law regulating the practice of optometry; (j) an osteopathic physician or surgeon holding a license under Title 58, Chapter 68, Utah Osteopathic Medical Practice Act, or a subsequent law regulating the practice of osteopathy; (k) a pharmacist holding a license under Title 58, Chapter 17b, Pharmacy Practice Act, or a subsequent law regulating the practice of pharmacy; (l) a physician, surgeon, or doctor of medicine holding a license under Title 58, Chapter 67, Utah Medical Practice Act, or a subsequent law regulating the practice of medicine; (m) a physician assistant holding a license under Title 58, Chapter 70a, Utah Physician Assistant Act, or a subsequent law regulating the practice as a physician assistant; (n) a physical therapist holding a license under Title 58, Chapter 24b, Physical Therapy Practice Act, or a subsequent law regulating the practice of physical therapy; (o) a podiatric physician holding a license under Title 58, Chapter 5a, Podiatric Physician Licensing Act, or a subsequent law regulating the practice of podiatry; (p) a psychologist holding a license under Title 58, Chapter 61, Psychologist Licensing Act, or any subsequent law regulating the practice of psychology; (q) a principal broker, associate broker, or sales agent holding a license under Title 61, Chapter 2f, Real Estate Licensing and Practices Act, or a subsequent law regulating the sale, exchange, purchase, rental, or leasing of real estate; (r) a clinical or certified social worker holding a license under Title 58, Chapter 60, Part 2, Social Worker Licensing Act, or a subsequent law regulating the practice of social work; (s) a mental health therapist holding a license under Title 58, Chapter 60, Mental Health Professional Practice Act, or a subsequent law regulating the practice of mental health therapy; (t) a veterinarian holding a license under Title 58, Chapter 28, Veterinary Practice Act, or a subsequent law regulating the practice of veterinary medicine; or (u) an individual licensed, certified, or registered under Title 61, Chapter 2g, Real Estate Appraiser Licensing and Certification Act, or a subsequent law regulating the practice of appraising real estate. (2) "Regulating board" means the entity organized pursuant to state law that licenses and regulates the practice of the profession that a limited liability company is organized to provide.
Utah Code § 48-3a-211 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-211
§ 48-3a-211. Certificate of existence or registration.
Status: in_force

10/1/2026 (1) On request of any person, the division shall issue a certificate of existence for a limited liability company or a certificate of registration for a registered foreign limited liability company. (2) A certificate under Subsection (1) must state: (a) the limited liability company's name or the registered foreign limited liability company's name used in this state; (b) in the case of a limited liability company: (i) that a certificate of organization has been filed and has taken effect; (ii) the date the certificate of organization became effective; (iii) the period of the limited liability company's duration if the records of the division reflect that its period of duration is less than perpetual; and (iv) that: (A) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed; (B) the records of the division do not otherwise reflect that the company has been dissolved or terminated; and (C) a proceeding is not pending under Section 48-3a-708; (c) in the case of a registered foreign limited liability company, that it is registered to do business in this state; (d) that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the division have been paid, if: (i) payment is reflected in the records of the division; and (ii) nonpayment affects the status of the limited liability company or foreign limited liability company with the division; (e) that the most recent annual report required by Section 48-3a-212 has been delivered to the division for filing; and (f) other facts reflected in the records of the division pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests. (3) Subject to any qualification stated in the certificate, a certificate issued by the division under Subsection (1) may be relied upon as conclusive evidence of the facts stated in the certificate.
Utah Code § 48-1d-303 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-303
§ 48-1d-303. Statement of partnership authority.
Status: in_force

10/1/2026 (1) A partnership may deliver to the division for filing a statement of partnership authority. The statement: (a) must include: (i) the name of the partnership; and (ii) if the partnership is not a limited liability partnership, the street and mailing addresses of its principal office; (b) with respect to any position that exists in or with respect to the partnership, may state the authority, or limitations on the authority, of all persons holding the position to: (i) execute an instrument transferring real property held in the name of the partnership; or (ii) enter into other transactions on behalf of, or otherwise act for or bind, the partnership; and (c) may state the authority, or limitations on the authority, of a specific person to: (i) execute an instrument transferring real property held in the name of the partnership; or (ii) enter into other transactions on behalf of, or otherwise act for or bind, the partnership. (2) To amend or cancel a statement of authority filed by the division, a partnership must deliver to the division for filing an amendment or cancellation stating: (a) the name of the partnership; (b) the street and mailing addresses of the partnership's principal office; (c) the date the statement of authority being affected became effective; and (d) the contents of the amendment or a declaration that the statement of authority is canceled. (3) A statement of authority affects only the power of a person to bind a partnership to persons that are not partners. (4) Subject to Subsection (3) and Subsection 48-1d-103(4)(a), and except as otherwise provided in Subsections (6), (7), and (8), a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of any person's knowledge or notice of the limitation. (5) Subject to Subsection (3), a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that if the person gives value: (a) the person has knowledge to the contrary; (b) the statement of authority has been canceled or restrictively amended under Subsection (2); or (c) a limitation on the grant is contained in another statement of authority that became effective after the statement of authority containing the grant became effective. (6) Subject to Subsection (3), an effective statement of authority that grants authority to transfer real property held in the name of the partnership and a certified copy of which is recorded in the office for recording transfers of the real property is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value: (a) the statement of authority has been canceled or restrictively amended under Subsection (2), and a certified copy of the cancellation or restrictive amendment has been recorded in the office for recording transfers of the real property; or (b) a limitation on the grant is contained in another statement of authority that became effective after the statement of authority containing the grant became effective, and a certified copy of the later-effective statement of authority is recorded in the office for recording transfers of the real property. (7) Subject to Subsection (3), if a certified copy of an effective statement of authority containing a limitation on the authority to transfer real property held in the name of a partnership is recorded in the office for recording transfers of that real property, all persons are deemed to know of the limitation. (8) Subject to Subsection (9), an effective statement of dissolution is a cancellation of any filed statement of authority for the purposes of Subsection (6) and is a limitation on authority for purposes of Subsection (7). (9) After a statement of dissolution becomes effective, a partnership may deliver to the division for filing and, if appropriate, may record a statement of authority that is designated as a postdissolution statement of authority. The postdissolution statement of authority operates as provided in Subsections (6) and (7). (10) Unless canceled earlier, an effective statement of authority is canceled by operation of law five years after the date on which the statement of authority, or its most recent amendment, becomes effective. Cancellation is effective without recording under Subsection (6) or (7). (11) An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy for purposes of Subsection (6)(a).
Utah Code § 48-1d-201 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-201
§ 48-1d-201. Partnership as entity.
Status: in_force

10/1/2026 (1) A partnership is an entity distinct from its partners. (2) A partnership is the same entity regardless of whether the partnership has a statement of qualification in effect under Section 48-1d-1101.
Utah Code § 48-1d-114 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-114
§ 48-1d-114. Withdrawal of filed record before effectiveness.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Sections 48-1d-1024, 48-1d-1034, 48-1d-1044, and 48-1d-1054, a record delivered to the division for filing may be withdrawn before it takes effect by delivering to the division for filing a statement of withdrawal. (2) A statement of withdrawal must: (a) be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons; (b) identify the record to be withdrawn; and (c) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record. (3) On filing by the division of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
Utah Code § 48-5-108 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-108
§ 48-5-108. Certificates issued by the division.
Status: in_force

10/1/2026 (1) Any person may apply to the division for: (a) a certificate of existence for a decentralized autonomous organization; or (b) a certificate that sets forth any facts of record in the division. (2) A certificate of existence or certificate of authorization sets forth: (a) the decentralized autonomous organization's name; (b) that the decentralized autonomous organization is recognized under the law of this state; (c) the date of the decentralized autonomous organization's formation; (d) that articles of dissolution have not been filed by the division; and (e) other facts of record in the division that may be requested by the applicant. (3) Subject to any qualification stated in the certificate, a certificate issued by the division may be relied upon as conclusive evidence of the facts set forth in the certificate.
Utah Code § 48-3a-1203 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1203
§ 48-3a-1203. Agreement to be liable.
Status: in_force

10/1/2026Notwithstanding Section 48-3a-304, or a contrary provision in an operating agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, or liabilities of one or more series.
Utah Code § 48-1d-1205 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1205
§ 48-1d-1205. Activities not constituting doing business.
Status: in_force

10/1/2026 (1) Activities of a foreign limited liability partnership which do not constitute doing business in this state under this part include: (a) maintaining, defending, mediating, arbitrating, and settling an action or proceeding; (b) carrying on any activity concerning its internal affairs, including meetings of its partners; (c) maintaining accounts in financial institutions; (d) maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign limited liability partnership or maintaining trustees or depositories with respect to those securities; (e) selling through independent contractors; (f) soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts; (g) creating or acquiring indebtedness, mortgages, or security interests in property; (h) securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property; (i) conducting an isolated transaction that is not in the course of similar transactions; (j) owning, without more, property; and (k) doing business in interstate commerce. (2) A person does not do business in this state solely by being a partner of a foreign limited liability partnership that does business in this state. (3) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under law of this state other than this chapter.
Utah Code § 48-3a-109 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-109
§ 48-3a-109. Reservation of name.
Status: in_force

10/1/2026 (1) A person may reserve the exclusive use of a name that complies with Section 48-3a-108 by delivering an application to the division for filing. The application must state the name and address of the applicant and the name to be reserved. If the division finds that the name is available, the division shall reserve the name for the applicant's exclusive use for 120 days. (2) The owner of a reserved name may transfer the reservation to another person by delivering to the division a signed notice in a record of the transfer, which states the name and address of the transferee.
Utah Code § 48-1d-1052 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1052
§ 48-1d-1052. Plan of domestication.
Status: in_force

10/1/2026 (1) A domestic limited liability partnership may become a foreign limited liability partnership in a domestication by approving a plan of domestication. The plan must be in a record and contain: (a) the name of the domesticating limited liability partnership; (b) the name and jurisdiction of formation of the domesticated limited liability partnership; (c) the manner of converting the interests in the domesticating limited liability partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) the proposed statement of qualification of the domesticated limited liability partnership; (e) the full text of the partnership agreement of the domesticated limited liability partnership that are proposed to be in a record; (f) the other terms and conditions of the domestication; and (g) any other provision required by the law of this state or the partnership agreement of the domesticating limited liability partnership. (2) In addition to the requirements of Subsection (1), a plan of domestication may contain any other provision not prohibited by law.
Utah Code § 48-1d-1051 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1051
§ 48-1d-1051. Domestication authorized.
Status: in_force

10/1/2026 (1) By complying with Sections 48-1d-1051 through 48-1d-1056, a domestic limited liability partnership may become a foreign limited liability partnership if the domestication is authorized by the law of the foreign jurisdiction. (2) By complying with the provisions of Sections 48-1d-1051 through 48-1d-1056 applicable to foreign limited liability partnerships, a foreign limited liability partnership may become a domestic limited liability partnership if the domestication is authorized by the law of the foreign limited liability partnership's jurisdiction of formation. (3) If a protected agreement contains a provision that applies to a merger of a domestic limited liability partnership but does not refer to a domestication, the provision applies to a domestication of the limited liability partnership as if the domestication were a merger until the provision is amended after January 1, 2014.
Utah Code § 48-2e-603 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-603
§ 48-2e-603. Dissociation as general partner.
Status: in_force

10/1/2026A person is dissociated as a general partner when: (1) the limited partnership has notice of the person's express will to withdraw as a general partner, but, if the person specifies a withdrawal date later than the date the limited partnership had notice, on that later date; (2) an event stated in the partnership agreement as causing the person's dissociation as a general partner occurs; (3) the person is expelled as a general partner pursuant to the partnership agreement; (4) the person is expelled as a general partner by the unanimous vote or consent of the other partners if: (a) it is unlawful to carry on the limited partnership's activities and affairs with the person as a general partner; (b) there has been a transfer of all of the person's transferable interest in the limited partnership, other than: (i) a transfer for security purposes; or (ii) a charging order in effect under Section 48-2e-703 which has not been foreclosed; (c) the person is a corporation, and: (i) the limited partnership notifies the person that it will be expelled as a general partner because the person has filed a statement of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation; and (ii) not later than 90 days after the notification the statement of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated; or (d) the person is an unincorporated entity that has been dissolved and whose business is being wound up; (5) on application by the limited partnership or a partner in a direct action under Section 48-2e-1001, the person is expelled as a general partner by judicial order because the person: (a) has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership's activities and affairs; (b) has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under Section 48-2e-409; or (c) has engaged or is engaging in conduct relating to the limited partnership's activities and affairs which makes it not reasonably practicable to carry on the activities or affairs of the limited partnership with the person as a general partner; (6) in the case of a person who is an individual: (a) the individual dies; (b) a guardian or general conservator for the individual is appointed; or (c) a court orders that the individual has otherwise become incapable of performing the individual's duties as a general partner under this chapter or the partnership agreement; (7) the person: (a) becomes a debtor in bankruptcy; (b) executes an assignment for the benefit of creditors; or (c) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property; (8) in the case of a person that is a testamentary or inter vivos trust or is acting as a general partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited partnership is distributed; (9) in the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited partnership is distributed; (10) in the case of a person that is not an individual, corporation, unincorporated entity, trust, or estate, the existence of the person terminates; (11) the limited partnership participates in a merger under Part 11, Merger, Interest Exchange, Conversion, and Domestication, and: (a) the limited partnership is not the surviving entity; or (b) otherwise as a result of the merger, the person ceases to be a general partner; (12) the limited partnership participates in an interest exchange under Part 11, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the interest exchange, the person ceases to be a general partner; (13) the limited partnership participates in a conversion under Part 11, Merger, Interest Exchange, Conversion, and Domestication; (14) the limited partnership participates in a domestication under Part 11, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the domestication, the person ceases to be a general partner; or (15) the limited partnership dissolves and completes winding up.