reglab/statecodes huggingface dataset:
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 3 - Limited Partners › Section 306 - Person erroneously believing self to be limited partner.

48-2e-306.
Person erroneously believing self to be limited partner.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 4 - General Partners › Section 401 - Becoming general partner.

48-2e-401.
Becoming general partner.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 4 - General Partners › Section 402 - General partner agent of limited partnership.

48-2e-402.
General partner agent of limited partnership.
(1) Each general partner is an agent of the limited partnership for the purposes of its activities and affairs. An act of a general partner, including the signing of a record in the limited partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew or had notice that the general partner lacked authority.
(2) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities and affairs or activities and affairs of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 4 - General Partners › Section 403 - Limited partnership liable for general partner's actionable conduct.

48-2e-403.
Limited partnership liable for general partner's actionable conduct.
(1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities and affairs of the limited partnership or with the actual or apparent authority of the limited partnership.
(2) If, in the course of a limited partnership's activities and affairs or while acting with actual or apparent authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 4 - General Partners › Section 404 - General partner's liability.

48-2e-404.
General partner's liability.
(1) Except as otherwise provided in Subsections (2) and (3), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law.
(2) A person that becomes a general partner of an existing limited partnership is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner.
(3) A debt, obligation, or other liability of a limited partnership incurred while the limited partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This Subsection (3) applies despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under Subsection 48-2e-406(2)(b).
(4) The failure of a limited liability limited partnership 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 general partner of the limited liability limited partnership for a debt, obligation, or liability of the limited partnership.
(5) An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 4 - General Partners › Section 405 - Actions by and against partnership and partners.

48-2e-405.
Actions by and against partnership and partners.
(1) To the extent not inconsistent with Section 48-2e-404, a general partner may be joined in an action against the limited partnership or named in a separate action.
(2) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
(3) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the general partner is personally liable for the claim under Section 48-2e-404, and:
(a) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b) the limited partnership is a debtor in bankruptcy;
(c) the general partner has agreed that the creditor need not exhaust limited partnership assets;
(d) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that the limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(e) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 4 - General Partners › Section 406 - Management rights of general partner.

48-2e-406.
Management rights of general partner.
(1) Each general partner has equal rights in the management and conduct of the limited partnership's activities and affairs. Except as otherwise provided in this chapter, any matter relating to the activities and affairs of the limited partnership is decided exclusively by the general partner or, if there is more than one general partner, by a majority of the general partners.
(2) The affirmative vote or consent of all partners is required to:
(a) amend the partnership agreement;
(b) amend the certificate of limited partnership to add or delete a statement that the limited partnership is a limited liability limited partnership;
(c) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities and affairs; and
(d) approve a transaction under Part 11, Merger, Interest Exchange, Conversion, and Domestication.
(3) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute.
(4) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under Subsection (3) or Subsection 48-2e-408(1) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance.
(5) A general partner is not entitled to remuneration for services performed for the limited partnership.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 4 - General Partners › Section 408 - Reimbursement, indemnification, advancement, and insurance.

48-2e-408.
Reimbursement, indemnification, advancement, and insurance.
(1) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the limited partnership, if the general partner complied with Sections 48-2e-406, 48-2e-409, and 48-2e-504 in making the payment.
(2) A limited partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of Section 48-2e-406, 48-2e-409, or 48-2e-504.
(3) In the ordinary course of its activities and affairs, a limited partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a general partner, if the person promises to repay the limited partnership if the person ultimately is determined not to be entitled to be indemnified under Subsection (2).
(4) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under Subsection 48-2e-112(3)(h), the partnership agreement could not eliminate or limit the person's liability to the limited partnership for the conduct giving rise to the liability.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 4 - General Partners › Section 409 - Standards of conduct for general partners.

48-2e-409.
Standards of conduct for general partners.
(1) A general partner owes to the limited partnership and, subject to Subsection 48-2e-1001(1), the other partners the duties of loyalty and care stated in Subsections (2) and (3).
(2) The duty of loyalty of a general partner includes the duties:
(a) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner:
(i) in the conduct or winding up of the limited partnership's activities and affairs;
(ii) from a use by the general partner of the limited partnership's property; or
(iii) from the appropriation of a limited partnership opportunity;
(b) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs as or on behalf of a person having an interest adverse to the limited partnership; and
(c) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs.
(3) The duty of care of a general partner in the conduct or winding up of the limited 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 general 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 general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest.
(6) All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner 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 limited partnership.
(8) If, as permitted by Subsection (6) or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by Subsection (2)(b), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 5 - Contributions and Distributions › Section 501 - Form of contribution.

48-2e-501.
Form of contribution.
A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the limited partnership.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 5 - Contributions and Distributions › Section 502 - Liability for contribution.

48-2e-502.
Liability for contribution.
(1) A person's obligation to make a contribution to a limited 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 limited partnership to contribute money equal to the value, as stated in the required information, 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 the affirmative vote or consent of all partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in Subsection (1) without notice of any compromise under this subsection, the creditor may enforce the original obligation.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 5 - Contributions and Distributions › Section 503 - Sharing of and right to distributions before dissolution.

48-2e-503.
Sharing of and right to distributions before dissolution.
(1) Except to the extent necessary to comply with a transfer effective under Section 48-2e-702 or charging order in effect under Section 48-2e-703, any distributions made by a limited partnership before its dissolution and winding up must be in equal shares among partners and persons dissociated as partners.
(2) A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the limited partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.
(3) A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in Subsection 48-2e-813(5), 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 limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or a person dissociated as a partner on whose account the distribution is made.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 5 - Contributions and Distributions › Section 505 - Liability for improper distributions.

48-2e-505.
Liability for improper distributions.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 6 - Dissociation › Section 602 - Effect of dissociation as limited partner.

48-2e-602.
Effect of dissociation as limited partner.
(1) If a person is dissociated as a limited partner:
(a) subject to Section 48-2e-704, the person does not have further rights as a limited partner;
(b) the person's contractual obligation of good faith and fair dealing as a limited partner under Subsection 48-2e-305(1) ends with regard to matters arising and events occurring after the person's dissociation; and
(c) subject to Section 48-2e-704 and Part 11, Merger, Interest Exchange, Conversion, and Domestication, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee.
(2) A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 6 - Dissociation › Section 604 - Power to dissociate as general partner -- Wrongful dissociation.

48-2e-604.
Power to dissociate as general partner -- Wrongful dissociation.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 6 - Dissociation › Section 605 - Effect of dissociation as general partner.

48-2e-605.
Effect of dissociation as general partner.
(1) If a person is dissociated as a general partner:
(a) the person's right to participate as a general partner in the management and conduct of the limited partnership's activities and affairs terminates;
(b) the person's duties and obligations as a general partner under Section 48-2e-409 end with regard to matters arising and events occurring after the person's dissociation;
(c) the person may sign and deliver to the division for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership which states that the person has dissociated as a general partner; and
(d) subject to Section 48-2e-704 and Part 11, Merger, Interest Exchange, Conversion, and Domestication, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person solely as a transferee.
(2) A person's dissociation as a general partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a general partner.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 6 - Dissociation › Section 606 - Power to bind and liability of person dissociated as general partner.

48-2e-606.
Power to bind and liability of person dissociated as general partner.
(1) After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under Part 11, Merger, Interest Exchange, Conversion, and Domestication, or dissolved, the limited partnership is bound by an act of the person only if:
(a) the act would have bound the limited partnership under Section 48-2e-402 before the 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 general partner.
(2) If a limited partnership is bound under Subsection (1), the person dissociated as a general partner which caused the limited partnership to be bound is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under Subsection (1); and
(b) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 6 - Dissociation › Section 607 - Liability to other persons of person dissociated as general partner.

48-2e-607.
Liability to other persons of person dissociated as general partner.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 7 - Transferable Interest and Rights › Section 701 - Nature of transferable interest.

48-2e-701.
Nature of transferable interest.
The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 7 - Transferable Interest and Rights › Section 702 - Transfer of transferable interest.

48-2e-702.
Transfer of transferable interest.
(1) A transfer, in whole or in part, of a transferable interest:
(a) is permissible;
(b) does not by itself cause the person's dissociation or a dissolution and winding up of the limited partnership's activities and affairs; and
(c) subject to Section 48-2e-704, does not entitle the transferee to:
(i) participate in the management or conduct of the limited partnership's activities or affairs; or
(ii) except as otherwise provided in Subsection (3), have access to required information, records, or other information concerning the limited partnership's activities and affairs.
(2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.
(3) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
(4) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.
(5) A limited partnership need not give effect to a transferee's rights under this section until the limited partnership knows or has notice of the transfer.
(6) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.
(7) Except as otherwise provided in Subsections 48-2e-601(2)(d)(ii) and 48-2e-603(4)(b), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.
(8) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor's obligations under Sections 48-2e-502 and 48-2e-505 known to the transferee when the transferee becomes a partner.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 7 - Transferable Interest and Rights › Section 703 - Charging order.

48-2e-703.
Charging order.
(1) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and, after the limited partnership has been served with the charging order, requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor.
(2) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under Subsection (1), the court may:
(a) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(b) make all other orders necessary to give effect to the charging order.
(3) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to Section 48-2e-702.
(4) At any time before foreclosure under Subsection (3), the partner or transferee whose transferable interest is subject to a charging order under Subsection (1) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(5) At any time before foreclosure under Subsection (3), a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(6) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee.
(7) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a partner or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 7 - Transferable Interest and Rights › Section 704 - Power of legal representative of deceased partner.

48-2e-704.
Power of legal representative of deceased partner.
If a partner dies, the deceased partner's legal representative may exercise:
(1) the rights of a transferee provided in Subsection 48-2e-702(3); and
(2) for the purposes of settling the estate, the rights of a current limited partner under Section 48-2e-304.
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 802 - Winding up.

Superseded 7/1/2024
48-2e-802.
Winding up.
(1) A dissolved limited partnership shall wind up its activities and affairs, and, except as otherwise provided in Section 48-2e-803, the limited partnership continues after dissolution only for the purpose of winding up.
(2) In winding up its activities and affairs, the limited partnership:
(a) shall discharge the limited partnership's debts, obligations, and other liabilities, settle and close the limited partnership's activities and affairs, and marshal and distribute the assets of the limited partnership; and
(b) may:
(i) amend its certificate of limited partnership to state that the limited partnership is dissolved;
(ii) preserve the limited partnership activities, affairs, and property as a going concern for a reasonable time;
(iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(iv) transfer the limited partnership's property;
(v) settle disputes by mediation or arbitration;
(vi) deliver to the division for filing a statement of termination stating the name of the limited partnership and that the limited partnership is terminated; and
(vii) perform other acts necessary or appropriate to the winding up.
(3) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities and affairs may be appointed by the affirmative vote or consent 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. A person appointed under this Subsection (3):
(a) has the powers of a general partner under Section 48-2e-804 but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership's activities and affairs; and
(b) shall deliver promptly to the division for filing an amendment to the certificate of limited partnership stating:
(i) that the limited partnership does not have a general partner;
(ii) the name and street and mailing addresses of the person; and
(iii) that the person has been appointed pursuant to this subsection to wind up the limited partnership.
(4) On the application of any partner, the district court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership's activities and affairs, if:
(a) the limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to Subsection (3); or
(b) the applicant establishes other good cause.
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 802 - Winding up.

Effective 7/1/2024
48-2e-802.
Winding up.
(1)
(a) A dissolved limited partnership shall wind up the limited partnership's activities and affairs.
(b) Except as otherwise provided in Section 48-2e-803, the limited partnership only continues after dissolution for the purpose of winding up.
(2) In winding up the limited partnership's activities and affairs, the limited partnership:
(a) shall discharge the limited partnership's debts, obligations, and other liabilities, settle and close the limited partnership's activities and affairs, and marshal and distribute the assets of the limited partnership; and
(b) may:
(i) amend its certificate of limited partnership to state that the limited partnership is dissolved;
(ii) preserve the limited partnership activities, affairs, and property as a going concern for a reasonable time;
(iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(iv) transfer the limited partnership's property;
(v) settle disputes by mediation or arbitration;
(vi) deliver to the division for filing a statement of termination stating the name of the limited partnership and that the limited partnership is terminated; and
(vii) perform other acts necessary or appropriate to the winding up.
(3)
(a) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities and affairs may be appointed by the affirmative vote or consent 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.
(b) A person appointed under this Subsection (3):
(i) has the powers of a general partner under Section 48-2e-804 but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership's activities and affairs; and
(ii) shall deliver promptly to the division for filing an amendment to the certificate of limited partnership stating:
(A) that the limited partnership does not have a general partner;
(B) the name and street and mailing addresses of the person; and
(C) that the person has been appointed pursuant to this subsection to wind up the limited partnership.
(4) Upon a petition brought by a partner, a court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership's activities and affairs, if:
(a) the limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to Subsection (3); or
(b) the applicant establishes other good cause.
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 803 - Rescinding dissolution.

Superseded 7/1/2024
48-2e-803.
Rescinding dissolution.
(1) A limited partnership may rescind its dissolution, unless a statement of termination applicable to the limited partnership is effective, the district court has entered an order under Subsection 48-2e-801(1)(f) dissolving the limited partnership, or the division has dissolved the limited partnership under Section 48-2e-810.
(2) Rescinding dissolution under this section requires:
(a) the affirmative vote or consent of each partner; and
(b) if the limited partnership has delivered to the division for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and if:
(i) the amendment is not effective, the filing by the limited partnership of a statement of withdrawal under Section 48-2e-207 applicable to the amendment; or
(ii) the amendment is effective, the delivery by the limited partnership to the division for filing of an amendment to the certificate of limited partnership stating that the dissolution has been rescinded under this section.
(3) If a limited partnership rescinds its dissolution:
(a) the limited partnership resumes carrying on its activities and affairs as if dissolution had never occurred;
(b) subject to Subsection (3)(c), any liability incurred by the limited partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
(c) the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely 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 803 - Rescinding dissolution.

Effective 7/1/2024
48-2e-803.
Rescinding dissolution.
(1) A limited partnership may rescind the limited partnership's dissolution, unless a statement of termination applicable to the limited partnership is effective, a court has entered an order under Subsection 48-2e-801(1)(f) dissolving the limited partnership, or the division has dissolved the limited partnership under Section 48-2e-810.
(2) Rescinding dissolution under this section requires:
(a) the affirmative vote or consent of each partner; and
(b) if the limited partnership has delivered to the division for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and if:
(i) the amendment is not effective, the filing by the limited partnership of a statement of withdrawal under Section 48-2e-207 applicable to the amendment; or
(ii) the amendment is effective, the delivery by the limited partnership to the division for filing of an amendment to the certificate of limited partnership stating that the dissolution has been rescinded under this section.
(3) If a limited partnership rescinds the limited partnership's dissolution:
(a) the limited partnership resumes carrying on the limited partnership's activities and affairs as if dissolution had never occurred;
(b) subject to Subsection (3)(c), any liability incurred by the limited partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and
(c) the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
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 804 - Power to bind partnership after dissolution.

48-2e-804.
Power to bind partnership after dissolution.
(1) A limited partnership is bound by a general partner's act after dissolution which:
(a) is appropriate for winding up the limited partnership's activities and affairs; or
(b) would have bound the limited partnership under Section 48-2e-402 before dissolution, if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(a) 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 notice of the dissociation and reasonably believes that the person is a general partner; and
(b) the act:
(i) is appropriate for winding up the limited partnership's activities and affairs; or
(ii) would have bound the limited partnership under Section 48-2e-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
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 805 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.

48-2e-805.
Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
(1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Subsection 48-2e-804(1) by an act that is not appropriate for winding up the limited partnership's activities and affairs, the general partner is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(b) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under Subsection 48-2e-804(2), the person is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(b) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.
Enacted by Chapter 412, 2013 General Session