reglab/housing_qa huggingface dataset:
UT Code § 48-2e-1002 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 10 - Actions by Partners|Section 1002 - Derivative action.

48-2e-1002. Derivative action.  A partner may maintain a derivative action to enforce a right of a limited partnership if:  (1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or     (2) a demand under Subsection (1) would be futile.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1003 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 10 - Actions by Partners|Section 1003 - Proper plaintiff.

48-2e-1003. Proper plaintiff.  A 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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1004 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 10 - Actions by Partners|Section 1004 - Pleading.

48-2e-1004. Pleading.  In a derivative action to enforce a right of a limited partnership, the complaint must state with particularity:  (1) the date and content of the plaintiff's demand and the response to the demand by the general partner; or     (2) why demand should be excused as futile.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1005 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 10 - Actions by Partners|Section 1005 - Special litigation committee.

48-2e-1005. Special litigation committee.    (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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1006 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 10 - Actions by Partners|Section 1006 - Proceeds and expenses.

48-2e-1006. Proceeds and expenses.    (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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1102 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1102 - Relationship of part to other laws.

48-2e-1102. Relationship of part to other laws.  This part does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this part.  Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1103 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1103 - Required notice or approval.

48-2e-1103. Required notice or approval.    (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 an appropriate order of the district court 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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1104 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1104 - Status of filings.

48-2e-1104. Status of filings.  A filing under this part signed by a domestic entity becomes part of the public organic record of the entity if the entity's organic law provides that similar filings under that law become part of the public organic record of the entity.  Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1105 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1105 - Nonexclusivity.

48-2e-1105. Nonexclusivity.  The 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.  Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1106 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1106 - Reference to external facts.

48-2e-1106. Reference to external facts.  A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.  Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1107 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1107 - Alternative means of approval of transactions.

48-2e-1107. Alternative means of approval of transactions.  Except 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.  Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1108 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1108 - Appraisal rights.

48-2e-1108. Appraisal rights.    (1) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:   (a) the organic law permits the organic rules to limit the availability of appraisal rights; and     (b) the organic rules provide such a limit.       (2) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this part to the extent provided in:   (a) the entity's organic rules; or     (b) the plan.      Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1121 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1121 - Merger authorized.

48-2e-1121. Merger authorized.    (1) By complying with Sections 48-2e-1121 through 48-2e-1126:   (a) one or more domestic limited partnerships may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and     (b) two or more foreign entities may merge into a domestic limited partnership.       (2) By complying with the provisions of Sections 48-2e-1121 through 48-2e-1126 applicable to foreign entities, a foreign entity may be a party to a merger under Sections 48-2e-1121 through 48-2e-1126 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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1122 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1122 - Plan of merger.

48-2e-1122. Plan of merger.    (1) A domestic limited partnership may become a party to a merger under Sections 48-2e-1121 through 48-2e-1126 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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1123 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1123 - Approval of merger.

48-2e-1123. Approval of merger.    (1) A plan of merger is not effective unless it has been approved:   (a) by a domestic merging limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and     (b) in a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless:   (i) the partnership agreement of the limited partnership in a record provides for the approval of 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 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) A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with its organic law.     (3) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1124 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1124 - Amendment or abandonment of plan of merger.

48-2e-1124. Amendment or abandonment of plan of merger.    (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.      Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1125 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1125 - Statement of merger.

48-2e-1125. Statement of merger.    (1) A statement of merger must be signed by each merging entity and delivered to the division for filing.     (2) A statement of merger must contain:   (a) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;     (b) the name, jurisdiction of formation, and type of entity of the surviving entity;     (c) a statement that the merger was approved by each domestic merging entity, if any, in accordance with Sections 48-2e-1121 through 48-2e-1126 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;     (d) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;     (e) if the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment;     (f) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and     (g) if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-2e-1126(5).       (3) In addition to the requirements of Subsection (2), a statement of merger may contain any other provision not prohibited by law.     (4) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed.     (5) A plan of merger that is signed by all the merging entities and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this Subsection (5), references in this part to a statement of merger refer to the plan of merger filed under this Subsection (5).    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1131 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1131 - Interest exchange authorized.

48-2e-1131. Interest exchange authorized.    (1) By complying with Sections 48-2e-1131 through 48-2e-1136:   (a) a domestic limited 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 limited partnership may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing.       (2) By complying with the provisions of Sections 48-2e-1131 through 48-2e-1136 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under Sections 48-2e-1131 through 48-2e-1136 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 limited partnership but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited partnership is the acquired entity as if the interest exchange were a merger until the provision is amended after January 1, 2014.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-2e-1132 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 2e - Utah Uniform Limited Partnership Act|Part 11 - Merger, Interest Exchange, Conversion, and Domestication|Section 1132 - Plan of interest exchange.

48-2e-1132. Plan of interest exchange.    (1) A domestic limited partnership may be the acquired entity in an interest exchange under Sections 48-2e-1131 through 48-2e-1136 by approving a plan of interest exchange. The plan must be in a record and contain:   (a) the name of the acquired entity;     (b) the name, jurisdiction of formation, and type of entity of the acquiring entity;     (c) the manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;     (d) any proposed amendments to the certificate of limited partnership or partnership agreement that are, or are proposed to be, in a record of the acquired entity;     (e) the other terms and conditions of the interest exchange; and     (f) any other provision required by the law of this state or the partnership agreement of the acquired entity.       (2) In addition to the requirements of Subsection (1), a plan of interest exchange may contain any other provision not prohibited by law.    Enacted by Chapter 412, 2013 General Session