Utah Code § 48-3a-602 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-602
§ 48-3a-602. Events causing dissociation.
Status: in_force

10/1/2026A person is dissociated as a member when: (1) the limited liability company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the limited liability company had notice, on that later date; (2) an event stated in the operating agreement as causing the person's dissociation occurs; (3) the person's entire interest is transferred in a foreclosure sale under Subsection 48-3a-503(6); (4) the person is expelled as a member pursuant to the operating agreement; (5) the person is expelled as a member by the unanimous consent of the other members if: (a) it is unlawful to carry on the limited liability company's activities and affairs with the person as a member; (b) there has been a transfer of all the person's transferable interest in the limited liability company, other than: (i) a transfer for security purposes; or (ii) a charging order in effect under Section 48-3a-503 which has not been foreclosed; (c) the person is a corporation, and: (i) the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation; and (ii) not later than 90 days after the notification the statement of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated; or (d) the person is an unincorporated entity that has been dissolved and whose business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; (6) on application by the limited liability company or a member in a direct action under Section 48-3a-801, the person is expelled as a member 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 liability company's activities and affairs; (b) has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under Section 48-3a-409; or (c) has engaged or is engaging in conduct relating to the limited liability company's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member; (7) in the case of an individual: (a) the individual dies; or (b) in a member-managed limited liability company: (i) a guardian or general conservator for the individual is appointed; or (ii) a court orders that the individual has otherwise become incapable of performing the individual's duties as a member under this chapter or the operating agreement; (8) in a member-managed limited liability company, 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 the person's property; (9) in the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited liability company is distributed; (10) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed, but not merely by reason of substitution of a successor personal representative; (11) in the case of a person that is not an individual, corporation, unincorporated entity, trust, or estate, the existence of the person terminates; (12) the limited liability company participates in a merger under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and: (a) the limited liability company is not the surviving entity; or (b) otherwise as a result of the merger, the person ceases to be a member; (13) the limited liability company participates in an interest exchange under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the interest exchange, the person ceases to be a member; (14) the limited liability company participates in a conversion under Part 10, Merger, Interest Exchange, Conversion, and Domestication; (15) the limited liability company participates in a domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the domestication, the person ceases to be a member; or (16) the limited liability company dissolves and completes winding up.
Utah Code § 48-2e-505 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-505
§ 48-2e-505. Liability for improper distributions.
Status: in_force

10/1/2026 (1) If a general partner consents to a distribution made in violation of Section 48-2e-504 and in consenting to the distribution fails to comply with Section 48-2e-409, the general partner is personally liable to the limited partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of Section 48-2e-504. (2) A person that receives a distribution knowing that the distribution violated Section 48-2e-504 is personally liable to the limited partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under Section 48-2e-504. (3) A general partner against which an action is commenced because the general partner is liable under Subsection (1) may: (a) implead any other person that is liable under Subsection (1) and seek to enforce a right of contribution from the person; and (b) implead any person that received a distribution in violation of Subsection (2) and seek to enforce a right of contribution from the person in the amount the person received in violation of Subsection (2). (4) An action under this section is barred unless commenced not later than two years after the distribution.
Utah Code § 48-2e-1101 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1101
§ 48-2e-1101. Definitions.
Status: in_force

10/1/2026In this part: (1) "Acquired entity" means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange. (2) "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. (3) "Conversion" means a transaction authorized by Sections 48-2e-1141 through 48-2e-1146. (4) "Converted entity" means the converting entity as it continues in existence after a conversion. (5) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to Section 48-2e-1143 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation. (6) "Distributional interest" means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity. (7) "Domestic," with respect to an entity, means governed as to its internal affairs by the law of this state. (8) "Domesticated limited partnership" means the domesticating limited partnership as it continues in existence after a domestication. (9) "Domesticating limited partnership" means the domestic limited partnership that approves a plan of domestication pursuant to Section 48-2e-1153 or the foreign limited partnership that approves a domestication pursuant to the law of its jurisdiction of formation. (10) "Domestication" means a transaction authorized by Sections 48-2e-1151 through 48-2e-1156. (11) "Entity": (a) means: (i) a business corporation; (ii) a nonprofit corporation; (iii) a general partnership, including a limited liability partnership; (iv) a limited partnership, including a limited liability limited partnership; (v) a limited liability company; (vi) a limited cooperative association; (vii) an unincorporated nonprofit association; (viii) a statutory trust, business trust, or common-law business trust; or (ix) any other person that has: (A) a legal existence separate from any interest holder of that person; or (B) the power to acquire an interest in real property in its own name; and (b) does not include: (i) an individual; (ii) a trust with a predominantly donative purpose, or a charitable trust; (iii) an association or relationship that is not a partnership solely by reason of Subsection 48-1d-202(3) or a similar provision of the law of another jurisdiction; (iv) a decedent's estate; or (v) a government or a governmental subdivision, agency, or instrumentality. (12) "Filing entity" means an entity whose formation requires the filing of a public organic record. (13) "Foreign," with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than this state. (14) "Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to: (a) receive or demand access to information concerning, or the books and records of, the entity; (b) vote for or consent to the election of the governors of the entity; or (c) receive notice of or vote on or consent to an issue involving the internal affairs of the entity. (15) "Governor" means: (a) a director of a business corporation; (b) a director or trustee of a nonprofit corporation; (c) a general partner of a general partnership; (d) a general partner of a limited partnership; (e) a manager of a manager-managed limited liability company; (f) a member of a member-managed limited liability company; (g) a director of a limited cooperative association; (h) a manager of an unincorporated nonprofit association; (i) a trustee of a statutory trust, business trust, or common-law business trust; or (j) any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. (16) "Interest" means: (a) a share in a business corporation; (b) a membership in a nonprofit corporation; (c) a partnership interest in a general partnership; (d) a partnership interest in a limited partnership; (e) a membership interest in a limited liability company; (f) a member's interest in a limited cooperative association; (g) a membership in an unincorporated nonprofit association; (h) a beneficial interest in a statutory trust, business trust, or common-law business trust; or (i) a governance interest or distributional interest in any other type of unincorporated entity. (17) "Interest exchange" means a transaction authorized by Sections 48-2e-1131 through 48-2e-1136. (18) "Interest holder" means: (a) a shareholder of a business corporation; (b) a member of a nonprofit corporation; (c) a general partner of a general partnership; (d) a general partner of a limited partnership; (e) a limited partner of a limited partnership; (f) a member of a limited liability company; (g) a member of a limited cooperative association; (h) a member of an unincorporated nonprofit association; (i) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or (j) any other direct holder of an interest. (19) "Interest holder liability" means: (a) personal liability for a liability of an entity which is imposed on a person: (i) solely by reason of the status of the person as an interest holder; or (ii) by the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (b) an obligation of an interest holder under the organic rules of an entity to contribute to the entity. (20) "Jurisdiction of formation" means the jurisdiction whose law includes the organic law of an entity. (21) "Merger" means a transaction authorized by Sections 48-2e-1121 through 48-2e-1126. (22) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective. (23) "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. (24) "Organic rules" means the public organic record and private organic rules of an entity. (25) "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. (26) "Plan of conversion" means a plan under Section 48-2e-1142. (27) "Plan of domestication" means a plan under Section 48-2e-1152. (28) "Plan of interest exchange" means a plan under Section 48-2e-1132. (29) "Plan of merger" means a plan under Section 48-2e-1122. (30) "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes: (a) the bylaws of a business corporation; (b) the bylaws of a nonprofit corporation; (c) the partnership agreement of a general partnership; (d) the partnership agreement of a limited partnership; (e) the operating agreement of a limited liability company; (f) the bylaws of a limited cooperative association; (g) the governing principles of an unincorporated nonprofit association; and (h) the trust instrument of a statutory trust or similar rules of a business trust or a common-law business trust. (31) "Protected agreement" means: (a) a record evidencing indebtedness and any related agreement in effect on January 1, 2014; (b) an agreement that is binding on an entity on January 1, 2014; (c) the organic rules of an entity in effect on January 1, 2014; or (d) an agreement that is binding on any of the governors or interest holders of an entity on January 1, 2014. (32) "Public organic record" means the record, the filing of which by the division is required to form an entity, and any amendment to or restatement of that record. The term includes: (a) the articles of incorporation of a business corporation; (b) the articles of incorporation of a nonprofit corporation; (c) the certificate of limited partnership of a limited partnership; (d) the certificate of organization of a limited liability company; (e) the articles of organization of a limited cooperative association; and (f) the certificate of trust of a statutory trust or similar record of a business trust. (33) "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a record filed by the division. (34) "Statement of conversion" means a statement under Section 48-2e-1145. (35) "Statement of domestication" means a statement under Section 48-2e-1155. (36) "Statement of interest exchange" means a statement under Section 48-2e-1135. (37) "Statement of merger" means a statement under Section 48-2e-1125. (38) "Surviving entity" means the entity that continues in existence after or is created by a merger. (39) "Type of entity" means a generic form of entity: (a) recognized at common law; or (b) formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
Utah Code § 48-3a-1043 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1043
§ 48-3a-1043. Approval of conversion.
Status: in_force

10/1/2026 (1) A plan of conversion is not effective unless it has been approved: (a) by a domestic converting limited liability company by all the members of the limited liability company entitled to vote on or consent to any matter; and (b) in a record, by each member of a domestic converting limited liability company that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective: (i) the operating agreement of the limited liability company provides in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and (ii) the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision. (2) A conversion involving a domestic converting entity that is not a limited liability company, including a subject entity, is not effective unless it is approved by the domestic converting entity in accordance with its organic law. (3) A conversion of a foreign converting 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.
Utah Code § 48-2e-801 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-801
§ 48-2e-801. Events causing dissolution.
Status: in_force

10/1/2026 (1) A limited partnership is dissolved, and the limited partnership's activities and affairs must be wound up, upon the occurrence of any of the following: (a) an event or circumstance that the partnership agreement states causes dissolution; (b) the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; (c) after the dissociation of a person as a general partner: (i) if the limited partnership has at least one remaining general partner, the vote or consent to dissolve the limited partnership not later than 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or (ii) if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period: (A) consent to continue the activities and affairs of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and (B) at least one person is admitted as a general partner in accordance with the consent; (d) the passage of 90 consecutive days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; (e) the passage of 90 consecutive days during which the limited partnership has only one partner, unless before the end of the period: (i) the limited partnership admits at least one person as a partner; (ii) if the previously sole remaining partner is only a general partner, the limited partnership admits the person as a limited partner; and (iii) if the previously sole remaining partner is only a limited partner, the limited partnership admits a person as a general partner; (f) upon a petition brought by a partner, the entry of a court order dissolving the limited partnership on the grounds that: (i) the conduct of all or substantially all the limited partnership's activities and affairs is unlawful; or (ii) it is not reasonably practicable to carry on the limited partnership's activities and affairs in conformity with the partnership agreement; or (g) the signing and filing of a statement of administrative dissolution by the division under Section 48-2e-810. (2) If an event occurs that imposes a deadline on a limited partnership under Subsection (1) and before the limited partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the limited partnership under Subsection (1): (a) the occurrence of the second event does not affect the deadline caused by the first event; and (b) the limited partnership's meeting of the requirements of the first deadline does not extend the second deadline.
Utah Code § 48-1d-605 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-605
§ 48-1d-605. 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 48-1d-603(3); and (2) for purposes of settling the estate, the rights the deceased partner had under Section 48-1d-403.
Utah Code § 48-4-303 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-303
§ 48-4-303. Right of action.
Status: in_force

10/1/2026 (1) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit company or a benefit company's member, manager, or officer with respect to: (a) failure to pursue or create general public benefit or a specific public benefit set forth in the benefit company's certificate of organization; or (b) violation of a duty or standard of conduct under this chapter. (2) A benefit company is not liable for monetary damages under this chapter for a failure of the benefit company to pursue or create general public benefit or a specific public benefit. (3) Only the following may commence or maintain a benefit enforcement proceeding: (a) the benefit company, directly; or (b) one or more of the following, derivatively: (i) a member that owned at least 2% of the total number of interests of a class or series outstanding at the time of the act or omission complained of; (ii) a manager of a manager-managed benefit company; (iii) a person or group of persons who own beneficially or of record at least 5% of the interests in an association of which the benefit company is a subsidiary at the time of the act or omission complained of; or (iv) any person or group of persons specified in the benefit company's certificate of organization or operating agreement.
Utah Code § 48-3a-1022 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1022
§ 48-3a-1022. Plan of merger.
Status: in_force

10/1/2026 (1) A domestic limited liability company may become a party to a merger under Sections 48-3a-1021 through 48-3a-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 § 48-1d-702 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-702
§ 48-1d-702. Power to dissociate as partner -- Wrongful dissociation.
Status: in_force

10/1/2026 (1) A person has the power to dissociate as a partner at any time, rightfully or wrongfully, by withdrawing as a partner by express will under Subsection 48-1d-701(1). (2) A person's dissociation as a partner is wrongful only if the dissociation: (a) is in breach of an express provision of the partnership agreement; or (b) in the case of a partnership for a definite term or particular undertaking, occurs before the expiration of the term or the completion of the undertaking and: (i) the person withdraws by express will, unless the withdrawal follows not later than 90 days after another person's dissociation by death or otherwise under Subsections 48-1d-701(6) through (10) or wrongful dissociation under this subsection; (ii) the person is expelled by judicial order under Subsection 48-1d-701(5); (iii) the person is dissociated under Subsection 48-1d-701(7); or (iv) in the case of a person that is not a trust other than a business trust, an estate, an individual, or a trust other than a business trust, the person is expelled or otherwise dissociated because it willfully dissolved or terminated. (3) A person that wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the partner to the partnership or the other partners.
Utah Code § 48-2e-1155 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1155
§ 48-2e-1155. Statement of domestication.
Status: in_force

10/1/2026 (1) A statement of domestication must be signed by the domesticating limited partnership 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 partnership; (b) the name and jurisdiction of formation of the domesticated limited partnership; (c) if the domesticating limited partnership is a domestic limited partnership, a statement that the plan of domestication was approved in accordance with Sections 48-2e-1151 through 48-2e-1156 or, if the domesticating limited partnership is a foreign limited partnership, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation; (d) the certificate of limited partnership of the domesticated limited partnership, as an attachment; and (e) if the domesticated foreign limited partnership is not a registered foreign limited partnership, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-2e-1156(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 limited partnership of a domesticated domestic limited partnership 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 partnership and meets all of 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-1001 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1001
§ 48-2e-1001. Direct action by partner.
Status: in_force

10/1/2026 (1) Subject to Subsection (2), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's interests, including rights and interests under the partnership agreement or this chapter or arising independently of the partnership relationship. (2) A partner maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (3) A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
Utah Code § 48-2e-1006 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1006
§ 48-2e-1006. 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 partnership and not to the plaintiff; and (b) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the limited partnership. (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 partnership. (3) A derivative action on behalf of a limited partnership may not be voluntarily dismissed or settled without the court's approval.
Utah Code § 48-3a-1053 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1053
§ 48-3a-1053. Approval of domestication.
Status: in_force

10/1/2026 (1) A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved: (a) by all the members entitled to vote on or consent to any matter; and (b) in a record, by each member that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless: (i) the operating agreement of the entity in a record provides for the approval of a domestication or 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 voted for or consented in a record to that provision of the operating agreement or became an interest holder after the adoption of that provision. (2) A domestication of a foreign domesticating limited liability company is not effective unless it is approved in accordance with the law of the foreign limited liability company's jurisdiction of formation.
Utah Code § 48-2e-1154 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1154
§ 48-2e-1154. Amendment or abandonment of plan of domestication.
Status: in_force

10/1/2026 (1) A plan of domestication of a domestic domesticating 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 domestication 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 domesticating limited partnership under the plan; (ii) the certificate of limited partnership or partnership agreement of the domesticated limited partnership that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the partners of the domesticated limited partnership under its organic law or partnership agreement; 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 domestication has been approved by a domestic domesticating limited partnership and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, by a domestic domesticating limited partnership may abandon the plan in the same manner as the plan was approved. (3) If a plan of domestication is abandoned after a statement of domestication has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by the limited partnership, must be delivered to the division for filing before the time the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of the domesticating limited partnership; (b) the date on which the statement of domestication was delivered to the division for filing; and (c) a statement that the domestication has been abandoned in accordance with this section.
Utah Code § 48-3a-803 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-803
§ 48-3a-803. Proper plaintiff.
Status: in_force

10/1/2026A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) was a member when the conduct giving rise to the action occurred; or (2) whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct.
Utah Code § 48-4-105 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-105
§ 48-4-105. Benefit company name.
Status: in_force

10/1/2026 (1) The name of a benefit company may contain the words "benefit limited liability company," "benefit limited company," or "benefit company" or the abbreviation "B.L.L.C.," "BLLC," "B.L.C.," or "BLC." "Limited" may be abbreviated as "Ltd.," and "company" may be abbreviated as "Co." (2) A benefit company that complies with Subsection (1) satisfies the requirement described in Subsection 48-3a-108(1).
Utah Code § 48-3a-107 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-107
§ 48-3a-107. Supplemental principles of law.
Status: in_force

10/1/2026Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
Utah Code § 48-2e-306 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-306
§ 48-2e-306. Person erroneously believing self to be limited partner.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsection (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (a) causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the division for filing; or (b) withdraws from future participation as an owner in the enterprise by signing and delivering to the division for filing a statement of negation under this section. (2) A person that makes an investment described in Subsection (1) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the division files a statement of negation, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner. (3) If a person makes a diligent effort in good faith to comply with Subsection (1)(a) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the division for filing, the person has the right to withdraw from the enterprise pursuant to Subsection (1)(b) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
Utah Code § 48-3a-1302 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1302
§ 48-3a-1302. Requirements.
Status: in_force

10/1/2026 (1) To be a low-profit limited liability company, a limited liability company shall: (a) contain in its name the abbreviation "L3C" or "l3c"; (b) state in its certificate of organization that it is a low-profit limited liability company; (c) organize under this chapter; and (d) be organized for a business purpose that satisfies, and at all times operates to satisfy each of the requirements under Subsection (2). (2) A low-profit limited liability company: (a) shall significantly further the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B), Internal Revenue Code; (b) shall demonstrate that it would not be formed but for the limited liability company's relationship to the accomplishment of a charitable or educational purpose; (c) subject to Subsection (3), may not have as a significant purpose the production of income or the appreciation of property; and (d) may not have as a purpose to accomplish one or more political or legislative purposes within the meaning of Section 170(c)(2)(D), Internal Revenue Code. (3) Notwithstanding Subsection (2), if a low-profit limited liability company produces significant income or capital appreciation, in the absence of other factors, the fact that the low-profit limited liability company produces significant income or capital appreciation is not conclusive evidence of a significant purpose involving the production of income or the appreciation of property.
Utah Code § 48-2e-905 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-905
§ 48-2e-905. Activities not constituting doing business.
Status: in_force

10/1/2026 (1) Activities of a foreign limited 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 holding 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 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 partnership that does business in this state. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under law of this state other than this chapter.
Utah Code § 48-1d-1003 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1003
§ 48-1d-1003. Required notice or approval.
Status: in_force

10/1/2026 (1) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication. (2) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains a court order specifying the disposition of the property. (3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.
Utah Code § 48-2e-103 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-103
§ 48-2e-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 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 of the facts known to the person at the time in question; or (b) is deemed to have notice of the fact under Subsection (3) or (4). (3) A certificate of limited partnership on file in the office of the division is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in Subsection (4), the certificate is not notice of any other fact. (4) A person not a partner is deemed to have notice of: (a) another person's dissociation as a general partner 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a statement of dissociation pertaining to the other person, whichever occurs first; (b) a limited partnership's: (i) dissolution 90 days after an amendment to the certificate of limited partnership stating that the limited partnership becomes effective; (ii) termination 90 days after a statement of termination under Subsection 48-2e-802(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 11, 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 11, Merger, Interest Exchange, Conversion, and Domestication, becomes effective. (5) Subject to Subsection 48-2e-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. (6) A general partner's knowledge or notice of a fact relating to the limited partnership is effective immediately as knowledge of or notice to the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge or notice of a fact relating to the limited partnership is not effective as knowledge of or notice to the limited partnership.
Utah Code § 48-1d-1401 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1401
§ 48-1d-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 § 48-1d-102 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-102
§ 48-1d-102. Definitions.
Status: in_force

10/1/2026As used in this chapter: (1) "Business" includes every trade, occupation, and profession. (2) "Contribution," except in the phrase "right of contribution," means property or a benefit described in Section 48-1d-501 which is provided by a person to a 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 partnership to a person on account of a transferable interest or in a person's capacity as a partner. The term: (a) includes: (i) a redemption or other purchase by a 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 partnership's activities and affairs or have access to records or other information concerning the 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 partnership" means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Subsection 48-1d-306(3). (7) "Foreign partnership" means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a partnership if formed under the law of this state. The term includes a foreign limited liability partnership. (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 partnership," except in the phrase "foreign limited liability partnership," means a partnership that has filed a statement of qualification under Section 48-1d-1101 and does not have a similar statement in effect in any other jurisdiction. (11) "Partner" means a person that: (a) has become a partner in a partnership under Section 48-1d-401 or was a partner in a partnership when the partnership became subject to this chapter under Section 48-1d-1405; and (b) has not dissociated as a partner under Section 48-1d-701. (12) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under this chapter or that becomes subject to this chapter under Part 10, Merger, Interest Exchange, Conversion, and Domestication, or Section 48-1d-1405. The term includes a limited liability partnership. (13) "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 partnership concerning the matters described in Subsection 48-1d-106(1). The term includes the agreement as amended or restated. (14) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. (15) "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. (16) "Principal office" means the principal executive office of a partnership or a foreign limited liability partnership, whether or not the office is located in this state. (17) "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 a 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 or 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 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 a 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. (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 liability partnership or foreign limited liability partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership. (21) "Registered foreign limited liability partnership" means a foreign limited liability partnership that is registered to do business in this state pursuant to a statement of registration filed by the division. (22) "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. (23) "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. (24) "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. (25) "Transferable interest" means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a 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. (26) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. (27) "Tribal partnership" means a 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 partnership is formed. (28) "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-1211 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1211
§ 48-1d-1211. Withdrawal of registration of registered foreign limited liability partnership.
Status: in_force

(1) A registered foreign limited liability partnership may withdraw its registration by delivering a statement of withdrawal to the division for filing. The statement of withdrawal must state: (a) the name of the foreign limited liability partnership and the jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed; (b) that the foreign limited liability partnership is not doing business in this state and that it withdraws its registration to do business in this state; (c) that the foreign limited liability partnership revokes the authority of its registered agent to accept service on its behalf in this state; and (d) an address to which service of process may be made under Subsection (2). (2) After the withdrawal of the registration of a foreign limited liability partnership, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
Utah Code § 48-1d-1402 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1402
§ 48-1d-1402. Severability clause.
Status: in_force

10/1/2026If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Utah Code § 48-3a-1403 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1403
§ 48-3a-1403. Relation to Electronic Signatures in Global and National Commerce Act.
Status: in_force

10/1/2026This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Sec. 7003(b).
Utah Code § 48-3a-208 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-208
§ 48-3a-208. Correcting filed record.
Status: in_force

10/1/2026 (1) A person on whose behalf a filed record was delivered to the division for filing may correct the record if: (a) the record at the time of filing was inaccurate; (b) the record was defectively signed; or (c) the electronic transmission of the record to the division was defective. (2) To correct a filed record, a person on whose behalf the record was delivered to the division must deliver to the division for filing a statement of correction. (3) A statement of correction: (a) may not state a delayed effective date; (b) must be signed by the person correcting the filed record; (c) must identify the filed record to be corrected; (d) must specify the inaccuracy or defect to be corrected; and (e) must correct the inaccuracy or defect. (4) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of Subsection 48-3a-103(4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
Utah Code § 48-2e-101 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-101
§ 48-2e-101. Title.
Status: in_force

This chapter is known as the "Utah Uniform Limited Partnership Act."
Utah Code § 48-4-103 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-103
§ 48-4-103. Definitions.
Status: in_force

10/1/2026As used in this chapter: (1) "Benefit company" means a limited liability company: (a) that elects to become subject to this chapter; and (b) the status of which as a benefit company has not been terminated. (2) "Benefit enforcement proceeding" means a proceeding in a court of competent jurisdiction for: (a) failure of a benefit company to pursue or create general public benefit or a specific public benefit described in the benefit company's certificate of organization; or (b) a violation of an obligation, duty, or standard of conduct under this chapter. (3) "General public benefit" means a material positive impact on society and the environment: (a) taken as a whole; (b) assessed against a third-party standard; and (c) from the business of a benefit company. (4) "Immediate family member" means a parent, spouse, surviving spouse, child, or sibling. (5) (a) "Independent person" means a person who has no material relationship with a benefit company or a subsidiary of the benefit company. (b) "Independent person" does not include a person: (i) who is, or has been within the last three years, an employee of the benefit company or a subsidiary of the benefit company; (ii) whose immediate family member is, or has been within the last three years, an executive officer of the benefit company or a subsidiary of the benefit company; (iii) who owns 5% or more of the outstanding interests of the benefit company, calculated as if all outstanding rights to acquire interests in the benefit company have been exercised; or (iv) who owns 5% or more of the outstanding interests in an entity, calculated as if all outstanding rights to acquire interests in the entity have been exercised, that owns 5% or more of the outstanding interests of the benefit company, calculated as if all outstanding rights to acquire interests in the benefit company have been exercised. (6) "Minimum status vote" means: (a) in the case of a limited liability company, in addition to any other required approval or vote, the satisfaction of the following conditions: (i) the members of every class or series may vote as a separate voting group on an action of the limited liability company regardless of a limitation state in the certificate of organization or operating agreement on the voting rights of any class or series; and (ii) the action of the limited liability company is required to be approved by vote of the members of each class or series entitled to cast at least two-thirds of the votes that all members of the class or series are entitled to cast on the action; or (b) in the case of a domestic entity other than a limited liability company, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions: (i) the holders of every class or series of interest in the entity that are entitled to receive a distribution of any kind from the entity may vote on or consent to the action regardless of any otherwise applicable limitation on voting or consent rights of the class or series; and (ii) the action of the limited liability company is required to be approved by vote or consent of the holders described in Subsection (6)(b)(i) entitled to cast at least two-thirds of the votes or consents that all of those holders are entitled to cast on the action. (7) "Owns" includes ownership as the owner of record or as a beneficial owner. (8) "Specific public benefit" includes: (a) providing low-income or underserved individuals or communities with beneficial products or services; (b) promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business; (c) protecting or restoring the environment; (d) improving human health; (e) promoting the arts, sciences, or advancement of knowledge; (f) increasing the flow of capital to entities with a purpose to benefit society or the environment; and (g) conferring any other particular benefit on society or the environment. (9) "Subsidiary" means, in relation to a person, an entity in which the person owns beneficially or of record, 50% or more of the outstanding equity interests, calculated as if all outstanding rights to acquire equity interests in the entity have been exercised. (10) "Third-party standard" means a standard for defining, reporting, and assessing overall social and environmental performance that: (a) assesses the effect of a business and a business's operations on the interests described in Subsections 48-4-301(1)(a)(ii) through (v); (b) is developed by an entity: (i) that is independent of the benefit company; (ii) whose governing body is comprised of no more than one-third of members who are representatives of any of the following: (A) an association of businesses that operate in a specific industry whose members are measured by the standard; (B) businesses from a specific industry or an association of businesses in that industry; or (C) businesses whose performance is assessed against the standard; (iii) that is not materially financed by an association or business described in Subsection (10)(b)(ii); (iv) that has access to necessary expertise to assess overall social and environmental performance; (v) uses a balanced multistakeholder approach to develop the standard, including a public comment period of at least 30 days; and (vi) makes the following information publically available: (A) the criteria considered when measuring the overall social and environmental performance of a business; (B) the relative weightings, if any, of the criteria described in Subsection (10)(b)(vi)(A); (C) the identity of each director, officer, material owner, and governing body of the entity that developed and controls revisions to the standard; (D) the process by which revisions to the standard and changes to the membership of the governing body are made; and (E) an accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest.
Utah Code § 48-3a-1051 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1051
§ 48-3a-1051. Domestication authorized.
Status: in_force

10/1/2026 (1) By complying with Sections 48-3a-1051 through 48-3a-1056, a domestic limited liability company may become a foreign limited liability company if the domestication is authorized by the law of the foreign jurisdiction. (2) By complying with the provisions of Sections 48-3a-1051 through 48-3a-1056 applicable to foreign limited liability companies, a foreign limited liability company may become a domestic limited liability company if the domestication is authorized by the law of the foreign limited liability company's jurisdiction of formation. (3) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a domestication, the provision applies to a domestication of the limited liability company as if the domestication were a merger until the provision is amended after January 1, 2014.
Utah Code § 48-2e-1202 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1202
§ 48-2e-1202. Severability clause.
Status: in_force

10/1/2026If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Utah Code § 48-2e-304 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-304
§ 48-2e-304. Rights to information of limited partner and person dissociated as limited partner.
Status: in_force

10/1/2026 (1) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's principal office. The limited partner need not have any particular purpose for seeking the information. (2) During regular business hours and at a reasonable location specified by the limited partnership, a limited partner may inspect and copy information regarding the activities, affairs, financial condition, and other circumstances of the limited partnership as is just and reasonable if: (a) the limited partner seeks the information for a purpose reasonably related to the partner's interest as a limited partner; (b) the limited partner makes a demand in a record received by the limited partnership, describing with reasonable particularity the information sought and the purpose for seeking the information; and (c) the information sought is directly connected to the limited partner's purpose. (3) Not later than 10 days after receiving a demand pursuant to Subsection (2), the limited partnership in a record shall inform the limited partner that made the demand of: (a) the information the limited partnership will provide in response to the demand and when and where the limited partnership will provide the information; and (b) the limited partnership's reasons for declining, if the limited partnership declines to provide any demanded information. (4) Whenever this chapter or a partnership agreement provides for a limited partner to vote on or give or withhold consent to a matter, before the vote is cast or consent is given or withheld, the limited partnership shall, without demand, provide the limited partner with all information that is known to the limited partnership and is material to the limited partner's decision. (5) Subject to Subsection (10), on 10 days' demand made in a record received by a limited partnership, a person dissociated as a limited partner may have access to information to which the person was entitled while a limited partner if: (a) the information pertains to the period during which the person was a limited partner; (b) the person seeks the information in good faith; and (c) the person satisfies the requirements imposed on a limited partner by Subsection (2). (6) The limited partnership shall respond to a demand made pursuant to Subsection (5) in the manner provided in Subsection (3). (7) A limited partnership may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (8) A limited partner or person dissociated as a limited partner may exercise the 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 to the limited partner or person dissociated as a limited partner. (9) Subject to Subsection (10), the rights under this section do not extend to a person as transferee. (10) If a limited partner dies, Section 48-2e-704 applies. (11) In addition to any restriction or condition stated in its 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 (11), the limited partnership has the burden of proving reasonableness.
Utah Code § 48-2e-112 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-112
§ 48-2e-112. Partnership agreement -- Scope, function, and limitations.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsections (3) and (4), the partnership agreement governs: (a) relations among the partners as partners and between the partners and the limited partnership; (b) the activities and affairs of the limited partnership and the conduct of those activities and affairs; and (c) the means and conditions for amending the partnership agreement. (2) To the extent the partnership agreement does not provide for a matter described in Subsection (1), this chapter governs the matter. (3) A partnership agreement may not: (a) vary a limited partnership's capacity under Section 48-2e-105 to sue and be sued in its own name; (b) vary the law applicable under Section 48-2e-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 48-2e-204; (e) vary the right of a general partner under Subsection 48-2e-406(2)(b) to vote on or consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; (f) eliminate the duty of loyalty or the duty of care except as otherwise provided in Subsection (4); (g) eliminate the contractual obligation of good faith and fair dealing under Subsections 48-2e-305(1) and 48-2e-409(4), but the partnership agreement may prescribe the standards, if not unconscionable or against public policy, by which the performance of the obligation is to be measured; (h) relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness; (i) vary the information required under Section 48-2e-115 or unreasonably restrict the duties and rights under Section 48-2e-304 or 48-2e-407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; (j) vary the power of a person to dissociate as a general partner under Subsection 48-2e-604(1) except to require that the notice under Subsection 48-2e-603(1) be in a record; (k) vary the causes of dissolution specified in Subsection 48-2e-801(1)(f); (l) vary the requirement to wind up the limited partnership's activities and affairs as specified in Subsections 48-2e-802(1), (2)(a), and (4); (m) unreasonably restrict the right of a partner to maintain an action under Part 10, Actions by Partners; (n) vary the provisions of Section 48-2e-1005, but the partnership agreement may provide that the limited partnership may not have a special litigation committee; (o) vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under Subsection 48-2e-1123(1)(b), 48-2e-1133(1)(b), 48-2e-1143(1)(b), or 48-2e-1153(1)(b); or (p) except as otherwise provided in Section 48-2e-113 and Subsection 48-2e-114(2), restrict the rights under this chapter of a person other than a partner. (4) Subject to Subsection (3)(h), without limiting other terms that may be included in a partnership agreement, the following rules apply: (a) The partnership 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) If not unconscionable or against public policy, the partnership agreement may: (i) alter or eliminate the aspects of the duty of loyalty stated in Subsection 48-2e-409(2); (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 a partnership agreement is unconscionable or against public policy under Subsection (3)(g) or (4)(b). The court: (a) shall make its determination as of the time the challenged term became part of the partnership 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 partnership, 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 § 48-2e-1152 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1152
§ 48-2e-1152. Plan of domestication.
Status: in_force

10/1/2026 (1) A domestic limited partnership may become a foreign limited 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 partnership; (b) the name and jurisdiction of formation of the domesticated limited partnership; (c) the manner of converting the interests in the domesticating limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) the proposed certificate of limited partnership of the domesticated limited partnership; (e) the full text of the partnership agreement of the domesticated limited partnership rights to acquire interests or securities, 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 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 § 48-2e-401 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-401
§ 48-2e-401. Becoming general partner.
Status: in_force

10/1/2026 (1) A person becomes a general partner: (a) upon formation of a limited partnership, as agreed among the persons that are to be the initial partners; and (b) after formation: (i) as provided in the partnership agreement; (ii) under Subsection 48-2e-801(1)(c)(ii) following the dissociation of a limited partnership's last general partner; (iii) as the result of a transaction effective under Part 11, Merger, Interest Exchange, Conversion, and Domestication; or (iv) with the affirmative vote or consent of all the partners. (2) A person may become a general partner without: (a) acquiring a transferable interest; or (b) making or being obligated to make a contribution to the limited partnership.
Utah Code § 48-3a-702 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-702
§ 48-3a-702. Election to purchase in lieu of dissolution.
Status: in_force

10/1/2026 (1) (a) In a proceeding under Subsection 48-3a-701(5) to dissolve a limited liability company, the limited liability company may elect or, if the limited liability company fails to elect, one or more members may elect to purchase the interest in the limited liability company owned by the applicant member at the fair market value of the interest, determined as provided in this section. (b) An election pursuant to this Subsection (1) is irrevocable unless a court determines that it is equitable to set aside or modify the election. (2) (a) An election to purchase pursuant to this section may be filed with a court at any time within 90 days after the filing of the petition in a proceeding under Subsection 48-3a-701(5) or at any later time as the court in the court's discretion may allow. (b) If the limited liability company files an election with a court within the 90-day period, or at any later time allowed by the court, to purchase the interest in the limited liability company owned by the applicant member, the limited liability company shall purchase the interest in the manner provided in this section. (3) (a) If the limited liability company does not file an election with a court within the time period, but an election to purchase the interest in the limited liability company owned by the applicant member is filed by one or more members within the time period, the limited liability company shall, within 10 days after the later of the end of the time period allowed for the filing of elections to purchase under this section or notification from the court of an election by members to purchase the interest in the limited liability company owned by the applicant member as provided in this section, give written notice of the election to purchase to all members of the limited liability company, other than the applicant member. (b) The notice shall state the name and the percentage interest in the limited liability company owned by the applicant member and the name and the percentage interest in the limited liability company owned by each electing member. (c) The notice shall advise any recipients who have not participated in the election of their right to join in the election to purchase the interest in the limited liability company in accordance with this section and of the date by which any notice of intent to participate must be filed with the court. (4) Members who wish to participate in the purchase of the interest in the limited liability company of the applicant member must file notice of their intention to join in the purchase by electing members no later than 30 days after the effective date of the limited liability company's notice of their right to join in the election to purchase. (5) All members who have filed with the court an election or notice of their intention to participate in the election to purchase the interest in the limited liability company of the applicant member thereby become irrevocably obligated to participate in the purchase of the interest from the applicant member upon the terms and conditions of this section, unless the court otherwise directs. (6) After an election has been filed by the limited liability company or one or more members, the proceedings under Subsection 48-3a-701(5) may not be discontinued or settled, nor may the applicant member sell or otherwise dispose of the applicant member's interest in the limited liability company, unless the court determines that it would be equitable to the limited liability company and the members, other than the applicant member, to permit any discontinuance, settlement, sale, or other disposition. (7) If, within 60 days after the earlier of the limited liability company filing of an election to purchase the interest in the limited liability company of the applicant member or the limited liability company's mailing of a notice to its members of the filing of an election by the members to purchase the interest in the limited liability company of the applicant member, the applicant member and electing limited liability company or members reach agreement as to the fair market value and terms of the purchase of the applicant member's interest, the court shall enter an order directing the purchase of the applicant member's interest, upon the terms and conditions agreed to by the parties. (8) If the parties are unable to reach an agreement as provided for in Subsection (7), upon application of any party, the court shall stay the proceedings under Subsection 48-3a-701(5) and determine the fair market value of the applicant member's interest in the limited liability company as of the day before the date on which the petition under Subsection 48-3a-701(5) was filed or as of any other date the court determines to be appropriate under the circumstances and based on the factors the court determines to be appropriate. (9) (a) Upon determining the fair market value of the interest in the limited liability company of the applicant member, the court shall enter an order directing the purchase of the interest in the limited liability company upon terms and conditions the court determines to be appropriate. (b) The terms and conditions may include payment of the purchase price in installments, where necessary in the interest of equity, provision for security to assure payment of the purchase price and any additional costs, fees, and expenses awarded by the court, and an allocation of the interest in the limited liability company among members if the interest in the limited liability company is to be purchased by members. (10) (a) In allocating the applicant member's interest in the limited liability company among holders of different classes of members, the court shall attempt to preserve the existing distribution of voting rights among member classes to the extent practicable. (b) The court may direct that holders of a specific class or classes may not participate in the purchase. (c) The court may not require any electing member to purchase more of the interest in the limited liability company owned by the applicant member than the percentage interest that the purchasing member may have set forth in the purchasing member's election or notice of intent to participate filed with the court. (11) (a) Interest may be allowed at the rate and from the date determined by the court to be equitable. (b) However, if the court finds that the refusal of the applicant member to accept an offer of payment was arbitrary or otherwise not in good faith, interest may not be allowed. (12) If the court finds that the applicant member had probable ground for relief under Subsection 48-3a-701(5), the court may award to the applicant member reasonable fees and expenses of counsel and experts employed by the applicant member. (13) (a) Upon entry of an order under Subsection (7) or (9), the court shall dismiss the petition to dissolve the limited liability company under Subsection 48-3a-701(5) and the applicant member shall no longer have any rights or status as a member of the limited liability company, except the right to receive the amounts awarded to the applicant member by the court. (b) The award is enforceable in the same manner as any other judgment. (14) (a) The purchase ordered pursuant to Subsection (9) shall be made within 10 days after the date the order becomes final, unless before that time the limited liability company files with the court a notice of the limited liability company's intention to file a statement of dissolution. (b) The statement of dissolution must then be adopted and filed within 60 days after notice. (15) (a) Upon filing of a statement of dissolution, the limited liability company is dissolved and shall be wound up pursuant to Section 48-3a-703, and the order entered pursuant to Subsection (9) is no longer of any force or effect. (b) However, the court may award the applicant member reasonable fees and expenses in accordance with Subsection (12). (c) The applicant member may continue to pursue any claims previously asserted on behalf of the limited liability company. (16) Any payment by the limited liability company pursuant to an order under Subsection (7) or (9), other than an award of fees and expenses pursuant to Subsection (12), is subject to the provisions of Sections 48-3a-405 and 48-3a-406.
Utah Code § 48-3a-1036 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1036
§ 48-3a-1036. Effect of interest exchange.
Status: in_force

10/1/2026 (1) When an interest exchange in which the acquired entity is a domestic limited liability company becomes effective: (a) the interests in a domestic limited liability company that are the subject of the interest exchange cease to exist or are converted or exchanged, and the members 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 48-3a-1008; (b) the acquiring entity becomes the interest holder of the interests in the acquired limited liability company stated in the plan of interest exchange to be acquired by the acquiring entity; (c) the certificate of organization of the acquired limited liability company is amended as provided in the statement of interest exchange; and (d) the provisions of the operating agreement of the acquired limited liability company 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 operating agreement of a domestic acquired limited liability company, the interest exchange does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the acquired limited liability company. (3) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to a domestic acquired limited liability company 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 limited liability company 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 operating agreement of the acquired limited liability company with respect to any interest holder liability preserved under Subsection (4)(a) as if the interest exchange had not occurred.
Utah Code § 48-1d-1007 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1007
§ 48-1d-1007. Alternative means of approval of transactions.
Status: in_force

10/1/2026Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this part by the unanimous vote or consent of its interest holders satisfies the requirements of this part for approval of the transaction.
Utah Code § 48-3a-1021 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1021
§ 48-3a-1021. Merger authorized.
Status: in_force

10/1/2026 (1) By complying with Sections 48-3a-1021 through 48-3a-1026: (a) one or more domestic limited liability companies 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 limited liability company. (2) By complying with the provisions of Sections 48-3a-1021 through 48-3a-1026 applicable to foreign entities, a foreign entity may be a party to a merger under Sections 48-3a-1021 through 48-3a-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 § 48-1d-117 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-117
§ 48-1d-117. 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 partner, if: (i) the record was delivered for filing on behalf of the partnership; and (ii) the partner had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the partner reasonably could have: (A) effected an amendment under Subsection 48-1d-1101(6); (B) filed a petition under Section 48-1d-111; or (C) delivered to the division for filing a statement of change under Section 16-17-206 or a statement of correction under Section 48-1d-115. (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 § 48-3a-711 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-711
§ 48-3a-711. Disposition of assets in winding up.
Status: in_force

10/1/2026 (1) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (2) After a limited liability company complies with Subsection (1), any surplus must be distributed in the following order, subject to any charging order in effect under Section 48-3a-503: (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) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under Section 48-3a-502. (3) If a limited liability company 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. (4) All distributions made under Subsections (2) and (3) must be paid in money.
Utah Code § 48-2e-1003 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1003
§ 48-2e-1003. Proper plaintiff.
Status: in_force

10/1/2026A derivative action to enforce a right of a limited partnership may be maintained only by a person that is a partner at the time the action is commenced and: (1) which was a partner when the conduct giving rise to the action occurred; or (2) whose status as a partner devolved on the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
Utah Code § 48-2e-117 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-117
§ 48-2e-117. Delivery of record.
Status: in_force

(1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission. (2) Delivery to the division is effective only when a record is received by the division.
Utah Code § 48-2e-811 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-811
§ 48-2e-811. Reinstatement.
Status: in_force

10/1/2026 (1) A limited partnership that is administratively dissolved under Section 48-2e-810 may apply to the division for reinstatement under the limited partnership's same name at any time after the effective date of dissolution if the limited partnership's name is available and the limited partnership delivers to the division for filing an application for reinstatement that states: (a) the name of the limited partnership at the time of its administrative dissolution and, if needed, a different name that satisfies Section 48-2e-108; (b) the address of the principal office of the limited partnership and the name and address of its registered agent; (c) the effective date of the limited partnership's administrative dissolution; and (d) that the grounds for dissolution did not exist or have been cured. (2) A limited partnership administratively dissolved under Section 48-2e-810 on or after May 1, 2019, but before May 1, 2024, may apply for reinstatement under the limited partnership's same name if the limited partnership's name is available and the limited partnership delivers to the division for filing an application for reinstatement that satisfies the requirements of Subsections (1)(a) through (c). (3) A limited partnership retains the limited partnership's name and assumed name, as described in Section 42-2-6.6, for five years after the day on which the dissolution is effective. (4) To be reinstated, a limited partnership must pay all fees, taxes, interest, and penalties that were due to the division at the time of its administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the division while the limited partnership was administratively dissolved. (5) If the division determines that an application under Subsection (1) or (2) contains the information required, is satisfied that the information is correct, and determines that all payments required to be made to the division by Subsection (4) have been made, the division shall: (a) cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the division's determination and the effective date of reinstatement; (b) file the statement of reinstatement; and (c) serve a copy of the statement of reinstatement on the limited partnership. (6) When reinstatement under this section is effective, the following rules apply: (a) The restatement relates back to and takes effect as of the effective date of the administrative dissolution. (b) The limited partnership resumes carrying on its activities and affairs as if the administrative dissolution had not occurred. (c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
Utah Code § 48-1d-1404 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1404
§ 48-1d-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 § 48-1d-805 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-805
§ 48-1d-805. Continued use of partnership name.
Status: in_force

10/1/2026Continued use of a partnership name, or name of a person dissociated as a partner as part of the partnership name, by partners continuing the business does not of itself make the person dissociated as a partner liable for an obligation of the partners or the partnership continuing the business.
Utah Code § 48-3a-709 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-709
§ 48-3a-709. Reinstatement.
Status: in_force

10/1/2026 (1) A limited liability company that is administratively dissolved under Section 48-3a-708 may apply to the division for reinstatement under the limited liability company's same name at any time after the effective date of dissolution if the limited liability company's name is available and the limited liability company delivers to the division for filing an application for reinstatement that states: (a) the name of the limited liability company at the time of its administrative dissolution and, if needed, a different name that satisfies Section 48-3a-108; (b) the address of the principal office of the limited liability company and the name and address of its registered agent; (c) the effective date of the limited liability company's administrative dissolution; and (d) that the grounds for dissolution did not exist or have been cured. (2) A limited liability company administratively dissolved under Section 48-3a-708 on or after May 1, 2019, but before May 1, 2024, may apply for reinstatement under the limited liability company's same name if the limited liability company's name is available and the limited liability company delivers to the division for filing an application for reinstatement that satisfies the requirements of Subsections (1)(a) through (c). (3) A limited liability company retains the limited liability company's name and assumed name, as described in Section 42-2-6.6, for five years after the day on which the dissolution is effective. (4) To be reinstated, a limited liability company must pay all fees, taxes, interest, and penalties that were due to the division at the time of its administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the division while the limited liability company was administratively dissolved. (5) If the division determines that an application under Subsection (1) or (2) contains the information required by Subsection (1) or (2), is satisfied that the information is correct, and determines that all payments required to be made to the division by Subsection (4) have been made, the division shall: (a) cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the division's determination and the effective date of reinstatement; (b) file the statement of reinstatement; and (c) serve a copy of the statement of reinstatement on the limited liability company. (6) When reinstatement under this section is effective, the following rules apply: (a) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution. (b) The limited liability company may resume its activities and affairs as if the administrative dissolution had not occurred. (c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.
Utah Code § 48-3a-504 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-504
§ 48-3a-504. Power of legal representative of deceased member.
Status: in_force

10/1/2026If a member dies, the deceased member's legal representative may exercise: (1) the rights of a transferee provided in Subsection 48-3a-502(3); and (2) for the purposes of settling the estate, the rights the deceased member had under Section 48-3a-410.
Utah Code § 48-2e-1136 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1136
§ 48-2e-1136. Effect of interest exchange.
Status: in_force

10/1/2026 (1) When an interest exchange in which the acquired entity is a domestic limited partnership becomes effective: (a) the interests in the domestic acquired limited 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 48-2e-1108; (b) the acquiring entity becomes the interest holder of the interests in the acquired limited partnership stated in the plan of interest exchange to be acquired by the acquiring entity; (c) the certificate of limited partnership of the acquired limited partnership is amended as provided in the statement of interest exchange; and (d) the provisions of the partnership agreement of the acquired limited 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 limited 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 limited partnership. (3) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to a domestic acquired limited 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 limited 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 other law, 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 § 48-3a-204 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-204
§ 48-3a-204. Signing and filing pursuant to judicial order.
Status: in_force

10/1/2026 (1) If a person required by this chapter to sign a record or deliver a record to the division for filing under this chapter does not do so, any other person that is aggrieved may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to order: (a) the person to sign the record; (b) the person to deliver the record to the division for filing; or (c) the division to file the record unsigned. (2) If a petitioner under Subsection (1) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. (3) A record filed under Subsection (1)(c) is effective without being signed.
Utah Code § 48-1d-503 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-503
§ 48-1d-503. Sharing of and right to distributions before dissolution.
Status: in_force

10/1/2026 (1) Any distributions made by a partnership before its dissolution and winding up must be in equal shares among partners, except to the extent necessary to comply with a transfer effective under Section 48-1d-603 or charging order in effect under Section 48-1d-604. (2) A person has a right to a distribution before the dissolution and winding up of a partnership only if the partnership decides to make an interim distribution. (3) A person does not have a right to demand or receive a distribution from a partnership in any form other than money. Except as otherwise provided in Section 48-1d-906, a partnership 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 partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the partnership with respect to the distribution. However, the partnership's obligation to make a distribution is subject to offset for any amount owed to the partnership by the partner or a person dissociated as partner on whose account the distribution is made.
Utah Code § 48-2e-1005 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1005
§ 48-2e-1005. Special litigation committee.
Status: in_force

10/1/2026 (1) If a limited partnership is named as or made a party in a derivative proceeding, the limited partnership 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 partnership. If the limited partnership appoints a special litigation committee, on motion by the committee made in the name of the limited partnership, 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 does not prevent the court from: (a) enforcing a person's right to information under Section 48-2e-304 or 48-2e-407; or (b) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (2) A special litigation committee must be composed of one or more disinterested and independent individuals, who may be partners. (3) A special litigation committee may be appointed: (a) by a majority of the general partners not named as parties in the proceeding; and (b) if all general partners are named as parties in the proceeding, by a majority of the general partners named as defendants. (4) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited partnership 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 § 48-3a-302 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-302
§ 48-3a-302. Statement of authority.
Status: in_force

10/1/2026 (1) A limited liability company may deliver to the division for filing a statement of authority. The statement: (a) must include the name of the limited liability company and the street and mailing addresses of its registered agent; (b) with respect to any position that exists in or with respect to the limited liability company, 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 limited liability company; or (ii) enter into other transactions on behalf of, or otherwise act for or bind, the limited liability company; 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 limited liability company; or (ii) enter into other transactions on behalf of, or otherwise act for or bind, the limited liability company. (2) To amend or cancel a statement of authority filed by the division, a limited liability company must deliver to the division for filing an amendment or cancellation stating: (a) the name of the limited liability company; (b) the street and mailing addresses of the limited liability company's registered agent; (c) the date the statement being affected became effective; and (d) the contents of the amendment or a declaration that the statement is canceled. (3) A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members. (4) Subject to Subsection (3) and Subsection 48-3a-103(4), 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 knowledge or notice of the limitation by any person. (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 when 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 limited liability company 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 limited liability company 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 or termination is a cancellation of any filed statement of authority for the purposes of Subsection (6) and is a limitation on authority for the purposes of Subsection (7). (9) After a statement of dissolution becomes effective, a limited liability company 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 earlier canceled, 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. This cancellation operates without need for any 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 § 48-3a-1046 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1046
§ 48-3a-1046. Effect of conversion.
Status: in_force

10/1/2026 (1) When a conversion in which the converted entity is a subject entity or domestic limited liability company becomes effective: (a) the converted entity is: (i) organized under and subject to this chapter; and (ii) the same entity without interruption as the converting entity; (b) all property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; (c) all debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity; (d) except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity; (e) the name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding; (f) the provisions of the operating agreement of the converted entity that are to be in a record, if any, approved as part of the plan of conversion are effective; and (g) the interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under Section 48-3a-1008 and the converting entity's organic law. (2) Except as otherwise provided in the operating agreement of a domestic converting limited liability company, the conversion does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the converting entity. (3) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion 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 conversion becomes effective. (4) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic limited liability company with respect to which the person had interest holder liability is as follows: (a) the conversion does not discharge any interest holder liability to the extent the interest holder liability arose before the conversion became effective; (b) the person does not have interest holder liability for any debt, obligation, or other liability that arises after the conversion becomes effective; and (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 operating agreement of the converting entity with respect to any interest holder liability preserved under Subsection (4)(a) as if the conversion had not occurred. (5) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and liabilities as provided in Section 16-17-301. (6) If the converting entity is a registered foreign entity, the registration to do business in this state of the converting entity is canceled when the conversion becomes effective. (7) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
Utah Code § 48-3a-1204 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1204
§ 48-3a-1204. Series related provisions in operating agreement.
Status: in_force

10/1/2026 (1) An operating agreement may provide for classes or groups of members or managers associated with a series having such relative rights, powers, and duties as the operating agreement may provide. (2) The operating agreement may provide for the future creation of additional classes or groups of members or managers associated with the series having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members or managers associated with the series. (3) An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any member or manager or class or group of members or managers, including all action to create under the provisions of the operating agreement a class or group of the series of membership interests that was not previously outstanding. (4) An operating agreement may provide that any member or class or group of members associated with a series does not have voting rights. (5) An operating agreement may grant to all or certain identified members or managers or a specified class or group of the members or managers associated with a series the right to vote on any matter separately or with all or any class or group of the members or managers associated with the series. Voting by members or managers associated with a series may be on any basis including: (a) a per capita basis; (b) a number basis; (c) on the basis of a financial interest; or (d) by class or group.
Utah Code § 48-2e-1134 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1134
§ 48-2e-1134. Amendment or abandonment of plan of interest exchange.
Status: in_force

10/1/2026 (1) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic acquired limited partnership may approve an amendment of a plan of interest exchange: (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 interest exchange 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 acquired limited partnership under the plan; (ii) the certificate of limited partnership or partnership agreement of the acquired limited partnership that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the partners of the acquired limited partnership under this chapter or the partnership agreement; or (iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect. (3) After a plan of interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired limited partnership may abandon the plan in the same manner as the plan was approved. (4) If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired limited partnership, must be delivered to the division for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of the acquired limited partnership; (b) the date on which the statement of interest exchange was delivered to the division for filing; and (c) a statement that the interest exchange has been abandoned in accordance with this section.
Utah Code § 48-2e-1133 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1133
§ 48-2e-1133. 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 partners of a domestic acquired limited partnership entitled to vote on or consent to any matter; and (b) in a record, by each partner of the domestic acquired limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the interest exchange becomes effective, unless: (i) the partnership agreement of the limited partnership in a record provides for the approval of an interest exchange or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all of the partners; and (ii) the partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision. (2) An interest exchange involving a domestic acquired entity that is not a limited partnership 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 § 48-1d-108 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-108
§ 48-1d-108. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of partnership.
Status: in_force

10/1/2026 (1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (2) The obligations of a partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under Subsection 48-1d-604(2)(b) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (a) is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (b) is not effective to the extent the amendment: (i) imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or (ii) prejudices the rights under Section 48-1d-801 of a person that dissociated as a partner before the amendment was made. (3) If a record delivered by a partnership to the division for filing becomes effective under this chapter and contains a provision that would be ineffective under Subsection 48-1d-106(3) or (4)(b) if contained in the partnership agreement, the provision is ineffective in the record. (4) Subject to Subsection (3), if a record delivered by a partnership to the division for filing becomes effective under this chapter and conflicts with a provision of the partnership agreement: (a) the partnership agreement prevails as to partners, persons dissociated as partners, and transferees; and (b) the record prevails as to other persons to the extent they reasonably rely on the record.
Utah Code § 48-4-102 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-102
§ 48-4-102. Application and effect of chapter.
Status: in_force

10/1/2026 (1) This chapter applies to a benefit company organized under this chapter. (2) (a) The existence of a provision in this chapter does not itself create an implication that a contrary or different rule of law is applicable to a limited liability company that is not a benefit company. (b) This chapter does not affect a statute or rule of law that is applicable to a limited liability company that is not a benefit company. (3) (a) Except as otherwise provided in this chapter, Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, applies to a benefit company. (b) The provisions of this chapter control over any inconsistent provision of Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act. (4) The operating agreement of a benefit company may not limit, be inconsistent with, or supersede a provision of this chapter.
Utah Code § 48-3a-701 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-701
§ 48-3a-701. Events causing dissolution.
Status: in_force

10/1/2026A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) an event, circumstance, or date that the certificate of organization or operating agreement states causes dissolution; (2) the consent of all the members; (3) the passage of 90 consecutive days during which the limited liability company has no members unless: (a) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (b) at least one person becomes a member in accordance with the consent; (4) upon a petition brought by a member, the entry of a court order dissolving the limited liability company on the grounds that: (a) the conduct of all or substantially all of the limited liability company's activities and affairs is unlawful; or (b) it is not reasonably practicable to carry on the limited liability company's activities and affairs in conformity with the certificate of organization and the operating agreement; (5) upon a petition brought by a member, the entry of a court order dissolving the limited liability company on the grounds that the managers or those members in control of the limited liability company: (a) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (b) have acted, are acting, or will act in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or (6) the signing and filing of a statement of administrative dissolution by the division under Subsection 48-3a-708(3).
Utah Code § 48-1d-603 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-603
§ 48-1d-603. 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 a person's dissociation or a dissolution and winding up of the partnership's activities and affairs; and (c) subject to Section 48-1d-605, does not entitle the transferee to: (i) participate in the management or conduct of the partnership's activities and affairs; or (ii) except as otherwise provided in Subsection (3), have access to records or other information concerning the partnership's activities and affairs. (2) A transferee has the right to: (a) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; and (b) seek under Subsection 48-1d-901(5) a judicial determination that it is equitable to wind up the partnership's activities and affairs. (3) In a dissolution and winding up of a partnership, a transferee is entitled to an account of the partnership's transactions only from the date of the last account agreed to by the partners. (4) A partnership need not give effect to a transferee's rights under this section until the partnership knows or has notice of the transfer. (5) 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. (6) Except as otherwise provided in Subsection 48-1d-701(4)(b), if a partner transfers a transferable interest, the transferor retains the rights of a partner other than the transferable interest transferred and retains all duties and obligations of a partner. (7) If a partner transfers a transferable interest to a person that becomes a partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under Sections 48-1d-502 and 48-1d-505 known to the transferee when the transferee becomes a partner.
Utah Code § 48-4-201 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-201
§ 48-4-201. Company purpose.
Status: in_force

10/1/2026 (1) In addition to the benefit company's purpose under Section 48-3a-104, a benefit company shall have a purpose of creating general public benefit. (2) (a) A benefit company's certificate of organization may identify one or more specific public benefits that are the purposes of the benefit company to create. (b) Identifying a specific public benefit in accordance with Subsection (2)(a) does not affect a benefit company's obligation to create general public benefit in accordance with Subsection (1). (3) The creation of general public benefit and one or more specific public benefits is in the best interests of the benefit company. (4) (a) A benefit company may amend the benefit company's certificate or organization to add, amend, or delete a specific public benefit. (b) An amendment described in Subsection (4)(a) is not effective unless adopted by at least the minimum status vote.
Utah Code § 48-3a-910 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-910
§ 48-3a-910. Termination of registration.
Status: in_force

10/1/2026 (1) The division may terminate the registration of a registered foreign limited liability company in the manner provided in Subsections (2) and (3) if the foreign limited liability company does not: (a) pay, not later than 60 days after the due date, any fee, tax, interest, or penalty required to be paid to the division under this chapter or law other than this chapter; (b) deliver to the division for filing, not later than 60 days after the due date, an annual report required under Section 48-3a-212; (c) have a registered agent as required by Section 48-3a-111; or (d) deliver to the division for filing a statement of a change under Section 16-17-206 not later than 30 days after a change has occurred in the name or address of the registered agent. (2) The division may terminate the registration of a registered foreign limited liability company by: (a) filing a notice of termination or noting the termination in the records of the division; and (b) delivering a copy of the notice or the information in the notation to the foreign limited liability company's registered agent, or if the foreign limited liability company does not have a registered agent, to the foreign limited liability company's principal office. (3) A notice must state or the information in the notation must include: (a) the effective date of the termination, which must be at least 60 days after the date the division delivers the copy; and (b) the grounds for termination under Subsection (1). (4) The authority of a registered foreign limited liability company to do business in this state ceases on the effective date of the notice of termination or notation under Subsection (2), unless before that date the foreign limited liability company cures each ground for termination stated in the notice or notation. If the foreign limited liability company cures each ground, the division shall file a record so stating.
Utah Code § 48-2e-1142 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1142
§ 48-2e-1142. Plan of conversion.
Status: in_force

10/1/2026 (1) A subject entity may convert to a domestic limited partnership or a domestic limited partnership may convert to a different type of entity under Sections 48-2e-1141 through 48-2e-1146 by approving a plan of conversion. The plan must be in a record and contain: (a) the name of the converting subject entity or limited 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 limited 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 limited 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 § 48-1d-1104 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1104
§ 48-1d-1104. Judicial review of denial of reinstatement.
Status: in_force

10/1/2026 (1) If the division denies a limited liability partnership's application for reinstatement following administrative revocation of the limited liability partnership's statement of qualification, the division shall serve the limited liability company partnership with notice in a record that explains the reasons for the denial. (2) A limited liability partnership may seek judicial review of denial of reinstatement in the district court not later than 30 days after service of the notice of denial.
Utah Code § 48-1d-908 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-908
§ 48-1d-908. Other claims against dissolved limited liability partnership.
Status: in_force

10/1/2026 (1) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the dissolved limited liability partnership to present them in accordance with the notice. (2) A notice under Subsection (1) must: (a) be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the dissolved limited liability partnership's registered agent is or was last located and in accordance with Section 45-1-101; (b) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; (c) state that a claim against the dissolved limited liability partnership is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice; and (d) unless the dissolved limited liability partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the dissolved limited liability partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 48-1d-306. (3) If a dissolved limited liability partnership publishes a notice in accordance with Subsection (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited liability partnership not later than three years after the publication date of the notice: (a) a claimant that did not receive notice in a record under Section 48-1d-907; (b) a claimant whose claim was timely sent to the partnership but not acted on; and (c) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. (4) A claim not barred under this section or Section 48-1d-907 may be enforced: (a) against a dissolved limited liability partnership, to the extent of its undistributed assets; (b) except as otherwise provided in Section 48-1d-909, if assets of the dissolved limited liability partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the dissolved limited liability partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution; and (c) against any person liable on the claim under Sections 48-1d-306, 48-1d-803, and 48-1d-905.
Utah Code § 48-1d-405 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-405
§ 48-1d-405. Standards of conduct for partners.
Status: in_force

10/1/2026 (1) A partner owes to the partnership and the other partners the duties of loyalty and care stated in Subsections (2) and (3). (2) The duty of loyalty of a partner includes the duties: (a) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner: (i) in the conduct or winding up of the partnership's activities and affairs; (ii) from a use by the partner of the partnership's property; or (iii) from the appropriation of a partnership opportunity; (b) to refrain from dealing with the partnership in the conduct or winding up of the partnership's activities and affairs as or on behalf of a person having an interest adverse to the partnership; and (c) to refrain from competing with the partnership in the conduct of the partnership's activities and affairs before the dissolution of the partnership. (3) The duty of care of a partner in the conduct or winding up of the partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (4) A partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. (5) A partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the partner's conduct furthers the partner's own interest. (6) All the partners may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. (7) It is a defense to a claim under Subsection (2)(b) and any comparable claim in equity or at common law that the transaction was fair to the partnership. (8) If, as permitted by Subsection (6) or the partnership agreement, a partner enters into a transaction with the partnership which otherwise would be prohibited by Subsection (2)(b), the partner's rights and obligations arising from the transaction are the same as those of a person that is not a partner.
Utah Code § 48-1d-1204 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1204
§ 48-1d-1204. Amendment of foreign registration statement.
Status: in_force

10/1/2026A registered foreign limited liability partnership shall deliver to the division for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the foreign limited liability partnership; (2) the jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed; (3) an address required by Subsection 48-1d-1203(4); or (4) the information required by Subsection 48-1d-1203(5).
Utah Code § 48-3a-1026 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1026
§ 48-3a-1026. Effect of merger.
Status: in_force

10/1/2026 (1) When a merger becomes effective: (a) the surviving entity continues or comes into existence; (b) each merging entity that is not the surviving entity ceases to exist; (c) all property of each merging entity vests in the surviving entity without transfer, reversion, or impairment; (d) all debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity; (e) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity; (f) if the surviving entity exists before the merger: (i) all its property continues to be vested in it without transfer, reversion, or impairment; (ii) it remains subject to all its debts, obligations, and other liabilities; and (iii) all its rights, privileges, immunities, powers, and purposes continue to be vested in it; (g) the name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding; (h) if the surviving entity exists before the merger: (i) its public organic record, if any, is amended as provided in the statement of merger; and (ii) its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger; (i) if the surviving entity is created by the merger: (i) its public organic record, if any, is effective; and (ii) its private organic rules are effective; and (j) the interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under Section 48-3a-1008 and the merging entity's organic law. (2) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity. (3) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that arise after the merger becomes effective. (4) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is as follows: (a) The merger does not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability arose before the merger became effective. (b) The person does not have interest holder liability under the organic law of the domestic merging entity for any debt, obligation, or other liability that arises after the merger becomes effective. (c) The organic law of the domestic merging entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under Subsection (4)(a) as if the merger had not occurred and the surviving entity were the domestic merging entity. (d) The person has whatever rights of contribution from any other person as are provided by law other than this chapter, this chapter, or the organic rules of the domestic merging entity with respect to any interest holder liability preserved under Subsection (4)(a) as if the merger had not occurred. (5) When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity as provided in Section 16-17-301. (6) When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled.
Utah Code § 48-2e-604 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-604
§ 48-2e-604. Power to dissociate as general partner -- Wrongful dissociation.
Status: in_force

10/1/2026 (1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by withdrawing as a general partner by express will under Subsection 48-2e-603(1). (2) A person's dissociation as a general partner is wrongful only if the dissociation: (a) is in breach of an express provision of the partnership agreement; or (b) occurs before the completion of the winding up of the limited partnership, and: (i) the person withdraws as a general partner by express will; (ii) the person is expelled as a general partner by judicial order under Subsection 48-2e-603(5); (iii) the person is dissociated as a general partner under Subsection 48-2e-603(7); or (iv) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. (3) A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 48-2e-1001, to the other partners for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the general partner to the limited partnership or the other partners.
Utah Code § 48-1d-1208 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1208
§ 48-1d-1208. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
Status: in_force

10/1/2026 (1) A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not organized, incorporated, or otherwise formed through the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the division for filing. The statement must state: (a) in the case of a foreign limited liability partnership that has completed winding up: (i) its name and the jurisdiction in which the foreign limited liability partnership's statement of qualification is filed; and (ii) that the foreign limited liability partnership surrenders its registration to do business in this state; and (b) in the case of a foreign limited liability partnership that has converted: (i) the name of the converting foreign limited liability partnership and the jurisdiction in which its statement of qualification is filed; (ii) the type of entity to which the foreign limited liability partnership has converted and its jurisdiction of formation; (iii) that the converted entity surrenders the converting foreign limited liability partnership's registration to do business and revokes the authority of the converting foreign limited liability partnership's registered agent to act as registered agent in this state on behalf of the foreign limited liability partnership or the converted entity; and (iv) a mailing address to which service of process may be made under Subsection (2). (2) After a withdrawal under this section of a foreign limited liability partnership that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
Utah Code § 48-1d-1101 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1101
§ 48-1d-1101. Statement of qualification.
Status: in_force

10/1/2026 (1) A partnership may become a limited liability partnership pursuant to this section. (2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the vote or consent necessary to amend those provisions. (3) After the approval required by Subsection (2), a partnership may become a limited liability partnership by delivering to the division for filing a statement of qualification. The statement of qualification must contain: (a) the name of the limited liability partnership; (b) the street address of the limited liability partnership's principal office and, if different, the street address of an office in this state, if any; (c) the information required by Subsection 16-17-203(1); and (d) a statement that the partnership elects to become a limited liability partnership. (4) A partnership's status as a limited liability partnership remains effective, regardless of changes in the limited liability partnership, until it is canceled pursuant to Subsection (6) or administratively revoked pursuant to Section 48-1d-1102. (5) The status of a partnership as a limited liability partnership and the liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification. (6) A limited liability partnership may amend or cancel its statement of qualification by delivering to the division for filing a statement of amendment or cancellation. The statement must be consented to by all partners and state the name of the limited liability partnership and in the case of: (a) an amendment, state the amendment; and (b) a cancellation, state that the statement of qualification is canceled.
Utah Code § 48-1d-1031 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1031
§ 48-1d-1031. Interest exchange authorized.
Status: in_force

10/1/2026 (1) By complying with Sections 48-1d-1031 through 48-1d-1036: (a) a domestic partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or (b) all of one or more classes or series of interests of a domestic partnership may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing. (2) By complying with the provisions of Sections 48-1d-1031 through 48-1d-1036 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under Sections 48-1d-1031 through 48-1d-1036 if the interest exchange is authorized by the law of the foreign entity's jurisdiction of formation. (3) If a protected agreement contains a provision that applies to a merger of a domestic partnership but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic partnership is the acquired entity as if the interest exchange were a merger until the provision is amended after January 1, 2014.
Utah Code § 48-3a-304 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-304
§ 48-3a-304. Liability of members and managers.
Status: in_force

10/1/2026 (1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the limited liability company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability company solely by reason of being or acting as a member or manager. This Subsection (1) applies regardless of the dissolution of the limited liability company. (2) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the limited liability company for a debt, obligation, or other liability of the limited liability company.
Utah Code § 48-2e-211 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-211
§ 48-2e-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 partnership or a certificate of registration for a registered foreign limited partnership. (2) A certificate under Subsection (1) must state: (a) the limited partnership's name or the registered foreign limited partnership's name used in this state; (b) in the case of a limited partnership: (i) that a certificate of limited partnership has been filed and has taken effect; (ii) the date the certificate of limited partnership became effective; (iii) the period of the limited partnership'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 limited partnership has been dissolved or terminated; and (C) a proceeding is not pending under Section 48-2e-810; (c) in the case of a registered foreign limited partnership, 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 partnership or the registered foreign limited partnership and collected through the division have been paid, if: (i) payment is reflected in the records of the division; and (ii) nonpayment affects the good standing or registration of the limited partnership or registered foreign limited partnership; (e) that the most recent annual report required by Section 48-2e-212 has been delivered to the division for filing; and (f) other facts reflected in the records of the division pertaining to the limited partnership or foreign limited partnership 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-801 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-801
§ 48-1d-801. Purchase of interest of person dissociated as partner.
Status: in_force

10/1/2026 (1) If a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership's activities and affairs under Section 48-1d-901, the partnership shall cause the person's interest in the partnership to be purchased for a buyout price determined pursuant to Subsection (2). (2) The buyout price of the interest of a person dissociated as a partner is the amount that would have been distributable to the person under Subsection 48-1d-906(2) if, on the date of dissociation, the assets of the partnership were sold and the partnership were wound up, with the sale price equal to the greater of: (a) the liquidation value; or (b) the value based on a sale of the entire business as a going concern without the person. (3) Interest accrues on the buyout price from the date of dissociation to the date of payment, but damages for wrongful dissociation under Subsection 48-1d-702(2), and all other amounts owing, whether or not presently due, from the person dissociated as a partner to the partnership, must be offset against the buyout price. (4) A partnership shall defend, indemnify, and hold harmless a person dissociated as a partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the person dissociated as a partner under Section 48-1d-802. (5) If no agreement for the purchase of the interest of a person dissociated as a partner is reached not later than 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in money to the person the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under Subsection (3). (6) If a deferred payment is authorized under Subsection (8), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under Subsection (3), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. (7) The payment or tender required by Subsection (5) or (6) must be accompanied by the following: (a) a statement of partnership assets and liabilities as of the date of dissociation; (b) the latest available partnership balance sheet and income statement, if any; (c) an explanation of how the estimated amount of the payment was calculated; and (d) written notice that the payment is in full satisfaction of the obligation to purchase unless, not later than 120 days after the written notice, the person dissociated as a partner commences an action to determine the buyout price, any offsets under Subsection (3), or other terms of the obligation to purchase. (8) A person that wrongfully dissociates as a partner before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any part of the buyout price until the expiration of the term or completion of the undertaking, unless the person establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment must be adequately secured and bear interest. (9) A person dissociated as a partner may maintain an action against the partnership, pursuant to Subsection 48-1d-406(2), to determine the buyout price of that person's interest, any offsets under Subsection (3), or other terms of the obligation to purchase. The action must be commenced not later than 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the person's interest, any offset due under Subsection (3), and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under Subsection (8), the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership's failure to tender payment or an offer to pay or to comply with Subsection (7).
Utah Code § 48-3a-110 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-110
§ 48-3a-110. Registration of name.
Status: in_force

10/1/2026 (1) A foreign limited liability company not registered to do business in this state under Part 9, Foreign Limited Liability Companies, may register its name, or an alternate name adopted pursuant to Section 48-3a-906, if the name is distinguishable on the records of the division from the names that are not available under Section 48-3a-108. (2) To register its name or an alternate name adopted pursuant to Section 48-3a-906, a foreign limited liability company must deliver to the division for filing an application stating the foreign limited liability company's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to Section 48-3a-906. If the division finds that the name applied for is available, the division shall register the name for the applicant's exclusive use. (3) The registration of a name under this section is effective for one year after the date of registration. (4) A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the division for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period. (5) A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
Utah Code § 48-2e-607 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-607
§ 48-2e-607. Liability to other persons of person dissociated as general partner.
Status: in_force

10/1/2026 (1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for a debt, obligation, or other liability of the limited partnership incurred before dissociation. Except as otherwise provided in Subsections (2) and (3), the person is not liable for a limited partnership obligation incurred after dissociation. (2) A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities and affairs is liable to the same extent as a general partner under Section 48-2e-404 on an obligation incurred by the limited partnership under Section 48-2e-804. (3) A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities and affairs is liable on a transaction entered into by the limited partnership after the dissociation only if: (a) a general partner would be liable on the transaction; and (b) at the time the other party enters into the transaction: (i) less than two years has passed since the dissociation; and (ii) the other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a general partner. (4) By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership. (5) A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with knowledge or notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
Utah Code § 48-3a-912 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-912
§ 48-3a-912. Action by attorney general.
Status: in_force

10/1/2026The attorney general may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this part.
Utah Code § 48-2e-206 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-206
§ 48-2e-206. Effective time and date.
Status: in_force

10/1/2026Except as otherwise provided in Section 48-2e-207 and subject to Subsection 48-2e-208(4), a record filed under this chapter is effective: (1) on the date and at the time of its filing by the division, as provided in Section 48-2e-209; (2) on the date of filing and at the time specified in the record as its effective time, if later than the time under Subsection (1); (3) at a specified delayed effective time and date, which may not be more than 90 days after the date of filing; or (4) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.
Utah Code § 48-1d-1209 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1209
§ 48-1d-1209. Transfer of registration.
Status: in_force

10/1/2026 (1) When a registered foreign limited liability partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the division to do business in this state, the foreign entity shall deliver to the division for filing an application for transfer of registration. The application must state: (a) the name of the registered foreign limited liability partnership before the merger or conversion; (b) that before the merger or conversion the registration pertained to a foreign limited liability partnership; (c) the name of the applicant foreign entity into which the foreign limited liability partnership has merged or to which it has been converted, and, if the name does not comply with Section 48-1d-1105, an alternate name adopted pursuant to Subsection 48-1d-1206(1) or similar provision of law of this state governing a foreign entity registered to do business in this state of the same type as the applicable foreign entity; (d) the type of entity of the applicant foreign entity and its jurisdiction of formation; (e) the street and mailing addresses of the principal office of the applicant foreign entity and, if the law of that entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and (f) the information required under Subsection 16-17-203(1). (2) When an application for transfer of registration takes effect, the registration of the foreign limited liability partnership to do business in this state is transferred without interruption to the foreign entity into which the foreign limited liability partnership has merged or to which it has been converted.
Utah Code § 48-5-305 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-305
§ 48-5-305. Administrators.
Status: in_force

10/1/2026 (1) Unless mandated in the decentralized autonomous organization's by-laws, a decentralized autonomous organization is not required to have an administrator, including a board of directors or a trustee. (2) In the absence of a provision requiring administrators, all the powers and tasks of an administrator shall be vested in the decentralized autonomous organization members as a class. (3) The voting mechanism for nominating and appointing an administrator shall be set out in the decentralized autonomous organization's by-laws.
Utah Code § 48-1d-1055 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1055
§ 48-1d-1055. Statement of domestication.
Status: in_force

10/1/2026 (1) A statement of domestication must be signed by the domesticating limited liability partnership and delivered to the division for filing. (2) A statement of domestication must contain: (a) the name of the domesticating limited liability partnership and the name of the jurisdiction whose law governs the domesticating limited liability partnership's internal affairs; (b) the name of the domesticated limited liability partnership and the name of the jurisdiction whose law governs the domesticating limited liability partnership's internal affairs; (c) if the domesticating limited liability partnership is a domestic limited liability partnership, a statement that the plan of domestication was approved in accordance with Sections 48-1d-1051 through 48-1d-1056 or, if the domesticating limited liability partnership is a foreign limited liability partnership, a statement that the domestication was approved in accordance with the law of the jurisdiction whose law governs the internal affairs of the foreign limited liability partnership; (d) the statement of qualification of the domesticated limited liability partnership, as an attachment; and (e) if the domesticated foreign limited liability partnership is not a registered foreign limited liability partnership, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-1d-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 statement of qualification of a domesticated domestic limited liability partnership must satisfy the requirements of the law of this state, but the statement does not need to be signed. (5) A plan of domestication that is signed by a domesticating domestic limited liability partnership 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-301 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-301
§ 48-2e-301. Becoming limited partners.
Status: in_force

10/1/2026 (1) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners. (2) After formation, a person becomes a limited partner: (a) as provided in the partnership agreement; (b) as the result of a transaction effective under Part 11, Merger, Interest Exchange, Conversion, and Domestication; (c) with the affirmative vote or consent of all the partners; or (d) as provided in Subsection 48-2e-801(1)(d) or (1)(e). (3) A person may become a partner without: (a) acquiring a transferable interest; or (b) making or being obligated to make a contribution to the limited partnership.
Utah Code § 48-1d-106 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-106
§ 48-1d-106. Partnership agreement -- Scope, function, and limitations.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsections (3) and (4), the partnership agreement governs: (a) relations among the partners as partners and between the partners and the partnership; (b) the activities and affairs of the partnership and the conduct of those activities and affairs; and (c) the means and conditions for amending the partnership agreement. (2) To the extent the partnership agreement does not provide for a matter described in Subsection (1), this chapter governs the matter. (3) A partnership agreement may not: (a) vary the law applicable under Section 48-1d-104; (b) vary the provisions of Section 48-1d-111; (c) vary the provisions of Section 48-1d-307; (d) unreasonably restrict the duties and rights under Section 48-1d-403, but the partnership 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; (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 48-1d-405(4), but the partnership 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) vary the power to dissociate as a partner under Subsection 48-1d-702(1), except to require the notice under Subsection 48-1d-701(1) to be in a record; (i) vary the right of a court to expel a partner in the events specified in Subsection 48-1d-701(5); (j) vary the causes of dissolution specified in Subsection 48-1d-901(4), (5), or (6); (k) vary the requirement to wind up the partnership's activities and affairs as specified in Subsections 48-1d-902(1), (2)(a), and (4); (l) vary the right of a partner to approve a merger, interest exchange, conversion, or domestication under Subsection 48-1d-1023(1)(b), 48-1d-1033(1)(b), 48-1d-1043(1)(b), or 48-1d-1053(1)(b); (m) 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; or (n) except as otherwise provided in Section 48-1d-107 and Subsection 48-1d-108(2), restrict the rights under this chapter of a person other than a partner. (4) Subject to Subsection (3)(e), without limiting other terms that may be included in a partnership agreement, the following rules apply: (a) The partnership 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) If not unconscionable or against public policy, the partnership agreement may: (i) alter or eliminate the aspects of the duty of loyalty stated in Subsection 48-1d-405(2); (ii) identify specific types or categories of activities that do not violate the duty of loyalty; (iii) alter the duty of care, except to 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 a partnership agreement is unconscionable or against public policy under Subsection (3)(f) or (4)(b). The court: (a) shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and (b) may invalidate the term only if, in light of the purposes and business of the partnership, 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-116 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-116
§ 48-1d-116. Duty of division to file -- Review of refusal to file -- Transmission of information by 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 and, in the case of a statement of denial, also to the partnership to which the statement pertains. (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 record 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 § 48-2e-1124 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1124
§ 48-2e-1124. Amendment or abandonment of plan of merger.
Status: in_force

10/1/2026 (1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic merging limited partnership may approve an amendment of a plan of merger: (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 in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger 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 the interest holders of any party to the plan; (ii) the public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving 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. (3) After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved. (4) If a plan of merger is abandoned after a statement of merger has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the division for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of each party to the plan of merger; (b) the date on which the statement of merger was delivered to the division for filing; and (c) a statement that the merger has been abandoned in accordance with this section.
Utah Code § 48-3a-1303 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1303
§ 48-3a-1303. Ceasing to be a low-profit limited liability company.
Status: in_force

10/1/2026 (1) If a limited liability company that is a low-profit limited liability company at its formation at any time ceases to meet a requirement to be a low-profit limited liability company under Section 48-3a-1302, the limited liability company: (a) ceases to be a low-profit limited liability company on the day on which the limited liability company no longer meets the requirement; and (b) if it continues to meet the requirements of this chapter to be a limited liability company, continues to exist as a limited liability company that is not a low-profit limited liability company. (2) A low-profit limited liability company's failure to meet a requirement of Section 48-3a-1302 may be: (a) voluntary, in order to convert to a limited liability company that is not a low-profit limited liability company; or (b) involuntary. (3) If a low-profit limited liability company ceases to be a low-profit limited liability company in accordance with this section, the limited liability company shall: (a) change its name to conform with Section 48-3a-108; and (b) amend its certificate of organization in accordance with Section 48-3a-202.
Utah Code § 48-1d-304 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-304
§ 48-1d-304. Statement of denial.
Status: in_force

10/1/2026A person named in a filed statement of authority granting that person authority may deliver to the division for filing a statement of denial that: (1) provides the name of the partnership and the caption of the statement of authority to which the statement of denial pertains; and (2) denies the grant of authority.
Utah Code § 48-3a-1110 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1110
§ 48-3a-1110. Restriction on transfer by member.
Status: in_force

10/1/2026 (1) Except as provided in Subsections (2) and (3), a member of a professional services company may sell or transfer the member's interest in the professional services company only to: (a) the professional services company; or (b) an individual who is licensed or registered by this state to provide the same type of professional service as the professional service for which the professional services company is organized, or who otherwise satisfies the requirements of Subsection 48-3a-1109(1) or (2). (2) Upon the death or incapacity of a member of a professional services company, the member's interest in the professional services company may be transferred to the personal representative or estate of the deceased or incapacitated member. (3) The person to whom an interest is transferred under Subsection (2) may continue to hold the interest for a reasonable period, but may not participate in a decision concerning the providing of a professional service.
Utah Code § 48-3a-801 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-801
§ 48-3a-801. Direct action by member.
Status: in_force

10/1/2026 (1) Subject to Subsection (2), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship. (2) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
Utah Code § 48-3a-901 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-901
§ 48-3a-901. Governing law.
Status: in_force

10/1/2026 (1) The law of the jurisdiction of formation of a foreign limited liability company governs: (a) the internal affairs of the foreign limited liability company; and (b) the liability of a member as member and a manager as manager for a debt, obligation, or other liability of the company. (2) A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of the jurisdiction of formation and the law of this state. (3) Registration of a foreign limited liability company to do business in this state does not authorize the foreign limited liability company to engage in any activities or affairs or exercise any power that a limited liability company may not engage in or exercise in this state. (4) (a) The division may permit a tribal limited liability company to apply for authority to transact business in the state in the same manner as a foreign limited liability company formed in another state. (b) If a tribal limited liability company elects to apply for authority to transact business in the state, for purposes of this chapter, the tribal limited liability company shall be treated in the same manner as a foreign limited liability company formed under the laws of another state.
Utah Code § 48-1d-703 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-703
§ 48-1d-703. Effect of dissociation.
Status: in_force

10/1/2026 (1) If a person's dissociation results in a dissolution and winding up of the partnership's activities and affairs, Part 9, Dissolution and Winding Up, applies, otherwise, Part 8, Partner's Dissociation When Business Not Wound Up, applies. (2) If a person is dissociated as a partner: (a) the person's right to participate in the management and conduct of the partnership's activities and affairs terminates, except as otherwise provided in Subsection 48-1d-902(3); and (b) the person's duties and obligations under Section 48-1d-405: (i) end with regard to matters arising and events occurring after the person's dissociation; and (ii) continue only with regard to matters arising and events occurring before the person's dissociation, unless the partner participates in winding up the partnership's activities and affairs pursuant to Section 48-1d-902. (3) A person's dissociation does not of itself discharge the person from a debt, obligation, or other liability to the partnership or the other partners which the person incurred while a partner.
Utah Code § 48-1d-1005 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1005
§ 48-1d-1005. Nonexclusivity.
Status: in_force

10/1/2026The fact that a transaction under this part produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this part.
Utah Code § 48-2e-901 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-901
§ 48-2e-901. Governing law.
Status: in_force

10/1/2026 (1) The law of the jurisdiction of formation of a foreign limited partnership governs: (a) the internal affairs of the foreign limited partnership; and (b) the liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership. (2) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state. (3) Registration of a foreign limited partnership to do business in this state does not authorize the foreign limited partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state. (4) (a) The division may permit a tribal limited partnership to apply for authority to transact business in the state in the same manner as a foreign limited partnership formed in another state. (b) If a tribal limited partnership elects to apply for authority to transact business in the state, for purposes of this chapter, the tribal limited partnership shall be treated in the same manner as a foreign limited partnership formed under the laws of another state.
Utah Code § 48-1d-111 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-111
§ 48-1d-111. Signing and filing pursuant to judicial order.
Status: in_force

10/1/2026 (1) If a person required by this chapter to sign a record or deliver a record to the division for filing under this chapter does not do so, any other person that is aggrieved may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to order: (a) the person to sign the record; (b) the person to deliver the record to the division for filing; or (c) the division to file the record unsigned. (2) If a petitioner under Subsection (1) is not the partnership or foreign limited liability partnership to which the record pertains, the petitioner shall make the partnership or foreign limited liability partnership a party to the action. (3) A record filed under Subsection (1)(c) is effective without being signed.
Utah Code § 48-2e-1105 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1105
§ 48-2e-1105. Nonexclusivity.
Status: in_force

10/1/2026The fact that a transaction under this part produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this part.
Utah Code § 48-3a-1405 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1405
§ 48-3a-1405. Application to existing relationships.
Status: in_force

10/1/2026 (1) Before January 1, 2016, this chapter governs only: (a) a limited liability company formed on or after January 1, 2014; and (b) except as otherwise provided in Subsection (3), a limited liability company formed before January 1, 2014, which elects, in the manner provided in its operating agreement or by law for amending the operating 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 limited liability companies. (3) For the purposes of applying this chapter to a limited liability company formed before January 1, 2014: (a) the limited liability company's articles of organization are deemed to be the limited liability company's certificate of organization; (b) for the purposes of applying Subsection 48-3a-102(15) and subject to Subsection 48-3a-114(4), language in the limited liability company's articles of organization designating the limited liability company's management structure operates as if that language were in the operating agreement; and (c) (i) the limited liability company has perpetual duration unless otherwise stated in the limited liability company's articles of organization; and (ii) after the limited liability company's duration ends in accordance with the articles of organization, the limited liability company is dissolved, and its activities and affairs must be wound up.
Utah Code § 48-1d-502 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-502
§ 48-1d-502. Liability for contribution.
Status: in_force

10/1/2026 (1) A person's obligation to make a contribution to a partnership is not excused by the person's death, disability, dissolution, or other inability to perform personally. (2) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the partnership to contribute money equal to the value of the part of the contribution which has not been made. (3) The obligation of a person to make a contribution may be compromised only by consent of all partners. If a creditor of a limited liability partnership extends credit or otherwise acts in reliance on an obligation described in Subsection (1), without notice of a compromise under this Subsection (3), the creditor may enforce the obligation.
Utah Code § 48-5-301 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-301
§ 48-5-301. Classes of participation rights -- Membership.
Status: in_force

10/1/2026 (1) A decentralized autonomous organization's by-laws may create multiple classes of member participation rights. (2) Where the decentralized autonomous organization has tokens providing governance powers to the token holder, the token holder shall be considered a member of the decentralized autonomous organization: (a) from the time the ownership of the tokens is established to be in the possession of an address; or (b) from the time when ownership is first acknowledged by the token holder through an on-chain interaction with the decentralized autonomous organization. (3) This section does not apply in the event of a hard fork.
Utah Code § 48-3a-115 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-115
§ 48-3a-115. Delivery of record.
Status: in_force

(1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission. (2) Delivery to the division is effective only when a record is received by the division.
Utah Code § 48-1d-802 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-802
§ 48-1d-802. Power to bind and liability of person dissociated as partner.
Status: in_force

10/1/2026 (1) After a person is dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership's activities and affairs and before the partnership is merged out of existence, converted, or domesticated under Part 10, Merger, Interest Exchange, Conversion, and Domestication, or dissolved, the partnership is bound by an act of the person only if: (a) the act would have bound the partnership under Section 48-1d-301 before dissociation; and (b) at the time the other party enters into the transaction: (i) less than two years has passed since the dissociation; and (ii) the other party does not know or have notice of the dissociation and reasonably believes that the person is a partner. (2) If a partnership is bound under Subsection (1), the person dissociated as a partner which caused the partnership to be bound is liable: (a) to the partnership for any damage caused to the partnership arising from the obligation incurred under Subsection (1); 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 liability.
Utah Code § 48-3a-1107 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1107
§ 48-3a-1107. Activity limitations.
Status: in_force

10/1/2026A professional services company may not do anything that an individual licensed to practice the profession that the professional services company is organized to provide is prohibited from doing.
Utah Code § 48-1d-307 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-307
§ 48-1d-307. Actions by and against partnership and partners.
Status: in_force

10/1/2026 (1) A partnership may sue and be sued in the name of the partnership. (2) To the extent not inconsistent with Section 48-1d-306, a partner may be joined in an action against the partnership or named in a separate action. (3) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner. (4) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under Section 48-1d-306, and: (a) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (b) the partnership is a debtor in bankruptcy; (c) the partner has agreed that the creditor need not exhaust partnership assets; (d) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership 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 partner by law or contract independent of the existence of the partnership. (5) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 48-1d-308.
Utah Code § 48-3a-205 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-205
§ 48-3a-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 or required 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 § 48-3a-401 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-401
§ 48-3a-401. Becoming a member.
Status: in_force

10/1/2026 (1) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the limited liability company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member. (2) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the limited liability company. The organizer acts on behalf of the persons in forming the limited liability company and may be, but need not be, one of the persons. (3) After formation of a limited liability company, a person becomes a member: (a) as provided in the operating agreement; (b) as the result of a transaction effective under Part 10, Merger, Interest Exchange, Conversion, and Domestication; (c) with the consent of all the members; or (d) as provided in Subsection 48-3a-701(3). (4) A person may become a member without: (a) acquiring a transferable interest; or (b) making or being obligated to make a contribution to the limited liability company.
Utah Code § 48-3a-1104 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1104
§ 48-3a-1104. Name limitations.
Status: in_force

10/1/2026 (1) The name of a domestic professional services company and of a foreign professional services company authorized to transact business in this state, in addition to complying with Sections 48-3a-108 and 48-3a-906: (a) may not contain language stating or implying that it is formed for a purpose other than that authorized by: (i) its certificate of organization; or (ii) Section 48-3a-1106; (b) must conform with any rule made by the regulating board having jurisdiction over a professional service described in the professional services company's certificate of organization; and (c) in lieu of the requirement of Subsection 48-3a-108(1), must contain the words "professional limited liability company" or the abbreviations "P.L.L.C." or "PLLC" in: (i) its certificate of organization; and (ii) a report or document filed with the division. (2) Notwithstanding Subsection (1)(c), a professional services company may hold itself out to the public under a name that does not contain the words "professional limited liability company" or the abbreviations "P.L.L.C." or "PLLC" if that name complies with Subsection 48-3a-108(1). (3) Sections 48-3a-108 and 48-3a-906 do not prevent the use of a name otherwise prohibited by those sections if the name is: (a) the personal name of an individual member or individual former member of the professional services company; or (b) the name of an individual who was associated with a predecessor of the professional services company.
Utah Code § 48-2e-116 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-116
§ 48-2e-116. Dual capacity.
Status: in_force

10/1/2026A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties, and restrictions under this chapter and the partnership agreement for limited partners.