reglab/statecodes huggingface dataset:
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 8 - Dissolution and Winding up › Section 806 - Known claims against dissolved limited partnership.

48-2e-806.
Known claims against dissolved limited partnership.
(1) Except as otherwise provided in Subsection (4), a dissolved limited partnership may give notice of a known claim under Subsection (2), which has the effect provided in Subsection (3).
(2) A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must:
(a) specify the information required to be included in a claim;
(b) state that a claim must be in writing and provide a mailing address to which the claim is to be sent;
(c) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant;
(d) state that the claim will be barred if not received by the deadline; and
(e) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 48-2e-404.
(3) A claim against a dissolved limited partnership is barred if the requirements of Subsection (2) are met, and:
(a) the claim is not received by the specified deadline; or
(b) if the claim is timely received but rejected by the limited partnership:
(i) the limited partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the limited partnership to enforce the claim not later than 90 days after the claimant receives the notice; and
(ii) the claimant does not commence the required action not later than 90 days after the claimant receives the notice.
(4) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 8 - Dissolution and Winding up › Section 807 - Other claims against dissolved limited partnership.

48-2e-807.
Other claims against dissolved limited partnership.
(1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the dissolved limited 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 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 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 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 partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the dissolved limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 48-2e-404.
(3) If a dissolved limited 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 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 48-2e-806;
(b) a claimant whose claim was timely sent to the dissolved limited 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 48-2e-806 may be enforced:
(a) against the dissolved limited partnership, to the extent of its undistributed assets;
(b) except as otherwise provided in Section 48-2e-808, if the assets of the dissolved limited 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 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 48-2e-404 and 48-2e-607.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 8 - Dissolution and Winding up › Section 808 - Court proceedings.

Superseded 7/1/2024
48-2e-808.
Court proceedings.
(1) A dissolved limited partnership that has published a notice under Section 48-2e-807 may file an application with the district court in the county where the dissolved limited partnership's principal office is located, or, if the principal office is not located in this state, where the office of its registered agent is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the dissolved limited partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved limited partnership, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under Subsection 48-2e-807(3).
(2) Not later than 10 days after the filing of an application under Subsection (1), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the dissolved limited partnership.
(3) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
(4) A dissolved limited partnership that provides security in the amount and form ordered by the court under Subsection (1) satisfies the dissolved limited partnership's obligations with respect to claims that are contingent, have not been made known to the dissolved limited partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee that received assets in liquidation.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 8 - Dissolution and Winding up › Section 808 - Court proceedings.

Effective 7/1/2024
48-2e-808.
Court proceedings.
(1)
(a) A dissolved limited partnership that has published a notice under Section 48-2e-807 may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the dissolved limited partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved limited partnership, are reasonably expected to arise after the effective date of dissolution.
(b) Security is not required for any claim that is or is reasonably anticipated to be barred under Subsection 48-2e-807(3).
(2) No later than 10 days after the filing of an application under Subsection (1), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the dissolved limited partnership.
(3)
(a) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown.
(b) The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership.
(4) A dissolved limited partnership that provides security in the amount and form ordered by the court under Subsection (1) satisfies the dissolved limited partnership's obligations with respect to claims that are contingent, have not been made known to the dissolved limited partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee that received assets in liquidation.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 8 - Dissolution and Winding up › Section 809 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

48-2e-809.
Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under Section 48-2e-806, 48-2e-807, or 48-2e-808, any corresponding claim under Section 48-2e-404 or 48-2e-607 is also barred.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 8 - Dissolution and Winding up › Section 810 - Administrative dissolution.

48-2e-810.
Administrative dissolution.
(1) The division may commence a proceeding under Subsections (2) and (3) to dissolve a limited partnership administratively if the limited partnership does not:
(a) pay any fee, tax, or penalty required to be paid to the division not later than 60 days after it is due;
(b) deliver an annual report to the division not later than 60 days after it is due; or
(c) have a registered agent in this state for 60 consecutive days.
(2) If the division determines that one or more grounds exist for administratively dissolving a limited partnership, the division shall serve the limited partnership with notice in a record of the division's determination.
(3) If a limited partnership, not later than 60 days after service of the notice under Subsection (2), does not cure or demonstrate to the satisfaction of the division the nonexistence of each ground determined by the division, the division shall administratively dissolve the limited partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The division shall file the statement and serve a copy on the limited partnership pursuant to Section 48-2e-209.
(4) A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under Sections 48-2e-802, 48-2e-806, 48-2e-807, 48-2e-808, and 48-2e-813 or to apply for reinstatement under Section 48-2e-811.
(5) The administrative dissolution of a limited partnership does not terminate the authority of its registered agent.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 8 - Dissolution and Winding up › Section 811 - Reinstatement.

48-2e-811.
Reinstatement.
(1) A limited partnership that is administratively dissolved under Section 48-2e-810 may apply to the division for reinstatement not later than two years after the effective date of dissolution. The application must state:
(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) 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.
(3) If the division determines that an application under Subsection (1) 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 (2) 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.
(4) 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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 8 - Dissolution and Winding up › Section 812 - Judicial review of denial of reinstatement.

48-2e-812.
Judicial review of denial of reinstatement.
(1) If the division denies a limited partnership's application for reinstatement following administrative dissolution, the division shall serve the limited partnership with notice in a record that explains the reasons for the denial.
(2) A limited 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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 901 - Governing law.

48-2e-901.
Governing law.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 902 - Registration to do business in this state.

48-2e-902.
Registration to do business in this state.
(1) A foreign limited partnership may not do business in this state until it registers with the division under this part.
(2) A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.
(3) The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude it from defending an action or proceeding in this state.
(4) A limitation on the liability of a general partner or limited partners of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state.
(5) Subsections 48-2e-901(1) and (2) apply even if the foreign limited partnership fails to register under this part.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 903 - Foreign registration statement.

48-2e-903.
Foreign registration statement.
To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the division for filing. The statement must state:
(1) the name of the foreign limited partnership and, if the name does not comply with Section 48-2e-108, an alternate name adopted pursuant to Subsection 48-2e-906(1);
(2) that the limited partnership is a foreign limited partnership;
(3) the name of the foreign limited partnership's jurisdiction of formation;
(4) the street and mailing addresses of the foreign limited partnership's principal office and, if the law of the foreign limited partnership's jurisdiction of formation requires the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and
(5) the information required by Subsection 16-17-203(1).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 904 - Amendment of foreign registration.

48-2e-904.
Amendment of foreign registration.
A registered foreign limited 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 partnership;
(2) the foreign limited partnership's jurisdiction of formation;
(3) an address required by Subsection 48-2e-903(4); or
(4) the information required by Subsection 48-2e-903(5).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 905 - Activities not constituting doing business.

48-2e-905.
Activities not constituting doing business.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 906 - Noncomplying name of foreign limited partnership.

48-2e-906.
Noncomplying name of foreign limited partnership.
(1) A foreign limited partnership whose name does not comply with Section 48-2e-108 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with Section 48-2e-108. A registered foreign limited partnership that registers under an alternate name under this Subsection (1) need not comply with Title 42, Chapter 2, Conducting Business Under Assumed Name. After registering to do business in this state with an alternate name, a registered foreign limited partnership shall do business in this state under:
(a) the alternate name;
(b) the foreign limited partnership's name, with the addition of its jurisdiction of formation; or
(c) an assumed or fictitious name the foreign limited partnership is authorized to use under Title 42, Chapter 2, Conducting Business Under Assumed Name.
(2) If a registered foreign limited partnership changes its name to one that does not comply with Section 48-2e-108, it may not do business in this state until it complies with Subsection (1) by amending its registration to adopt an alternate name that complies with Section 48-2e-108.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 907 - Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.

48-2e-907.
Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity that is organized, incorporated, or otherwise formed through the delivery of a record to the division for filing is deemed to have withdrawn its registration on the effective date of the conversion.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 908 - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

48-2e-908.
Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
(1) A registered foreign limited 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 partnership that has completed winding up:
(i) its name and jurisdiction of formation; and
(ii) that the foreign limited partnership surrenders its registration to do business in this state as a registered foreign limited partnership; and
(b) in the case of a foreign limited partnership that has converted:
(i) the name of the converting foreign limited partnership and its jurisdiction of formation;
(ii) the type of entity to which the foreign limited partnership has converted and its jurisdiction of formation;
(iii) that the converted entity surrenders the converting partnership's registration to do business in this state and revokes the authority of the converting foreign limited partnership's registered agent to act as registered agent in this state on the behalf of the foreign limited 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 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 partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 909 - Transfer of registration.

48-2e-909.
Transfer of registration.
(1) When a registered foreign limited 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 partnership before the merger or conversion;
(b) that before the merger or conversion the registration pertained to a foreign limited partnership;
(c) the name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted, and, if the name does not comply with Section 48-2e-108 or similar provision of law of this state governing an entity of the same type as the applicant foreign entity, an alternate name adopted pursuant to Subsection 48-2e-906(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 the 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 partnership to do business in this state is transferred without interruption to the foreign entity into which the foreign limited partnership has merged or to which it has been converted.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 910 - Termination of registration.

48-2e-910.
Termination of registration.
(1) The division may terminate the registration of a registered foreign limited partnership in the manner provided in Subsections (2) and (3) if the foreign limited partnership 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;
(c) have a registered agent as required by Section 48-2e-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 partnership 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 partnership's registered agent, or if the foreign limited partnership does not have a registered agent, to the foreign limited partnership's principal office.
(3) The notice must state or the information in the notation under Subsection (2) 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 the registered foreign limited partnership 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 partnership cures each ground for termination stated in the notice or notation. If the foreign limited partnership cures each ground, the division shall file a record so stating.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 911 - Withdrawal of registration of registered foreign limited partnership.

48-2e-911.
Withdrawal of registration of registered foreign limited partnership.
(1) A registered foreign limited 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 partnership and its jurisdiction of formation;
(b) that the foreign limited 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 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 partnership, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 9 - Foreign Limited Partnerships › Section 912 - Action by attorney general.

48-2e-912.
Action by attorney general.
The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this part.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 10 - Actions by Partners › Section 1001 - Direct action by partner.

48-2e-1001.
Direct action by partner.
(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.
Enacted by Chapter 412, 2013 General Session
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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.

Superseded 7/1/2024
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
2023 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.

Effective 7/1/2024
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 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.
Amended by Chapter 401, 2023 General Session
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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