reglab/statecodes huggingface dataset:
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1051 - Domestication authorized.

48-1d-1051.
Domestication authorized.
(1) By complying with Sections 48-1d-1051 through 48-1d-1056, a domestic limited liability partnership may become a foreign limited liability partnership if the domestication is authorized by the law of the foreign jurisdiction.
(2) By complying with the provisions of Sections 48-1d-1051 through 48-1d-1056 applicable to foreign limited liability partnerships, a foreign limited liability partnership may become a domestic limited liability partnership if the domestication is authorized by the law of the foreign limited liability partnership's jurisdiction of formation.
(3) If a protected agreement contains a provision that applies to a merger of a domestic limited liability partnership but does not refer to a domestication, the provision applies to a domestication of the limited liability partnership as if the domestication were a merger until the provision is amended after January 1, 2014.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1052 - Plan of domestication.

48-1d-1052.
Plan of domestication.
(1) A domestic limited liability partnership may become a foreign limited liability partnership in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(a) the name of the domesticating limited liability partnership;
(b) the name and jurisdiction of formation of the domesticated limited liability partnership;
(c) the manner of converting the interests in the domesticating limited liability partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(d) the proposed statement of qualification of the domesticated limited liability partnership;
(e) the full text of the partnership agreement of the domesticated limited liability partnership that are proposed to be in a record;
(f) the other terms and conditions of the domestication; and
(g) any other provision required by the law of this state or the partnership agreement of the domesticating limited liability partnership.
(2) In addition to the requirements of Subsection (1), a plan of domestication may contain any other provision not prohibited by law.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1053 - Approval of domestication.

48-1d-1053.
Approval of domestication.
(1) A plan of domestication of a domestic domesticating limited liability partnership is not effective unless it has been approved:
(a) by all the partners entitled to vote on or consent to any matter; and
(b) in a record, by each partner that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless:
(i) the partnership agreement of the entity provides in a record for the approval of a domestication or merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the partners; and
(ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(2) A domestication of a foreign domesticating limited liability partnership is not effective unless it is approved in accordance with the law of the foreign limited liability partnership's jurisdiction of formation.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1054 - Amendment or abandonment of plan of domestication.

48-1d-1054.
Amendment or abandonment of plan of domestication.
(1) A plan of domestication of a domestic domesticating limited liability partnership may be amended:
(a) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(b) by the partners of the limited liability partnership in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:
(i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the domesticating limited liability partnership under the plan;
(ii) the partnership agreement of the domesticated limited liability partnership that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the partners of the domesticated limited liability partnership under its organic law or partnership agreement; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(2) After a plan of domestication has been approved by a domestic domesticating limited liability partnership and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating limited liability partnership may abandon the plan in the same manner as the plan was approved.
(3) If a plan of domestication is abandoned after a statement of domestication has been delivered to the division for filing and before the statement of domestication becomes effective, a statement of abandonment, signed by the limited liability partnership, must be delivered to the division for filing before the time the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
(a) the name of the domesticating limited liability partnership;
(b) the date on which the statement of domestication was delivered to the division for filing; and
(c) a statement that the domestication has been abandoned in accordance with this section.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1055 - Statement of domestication.

48-1d-1055.
Statement of domestication.
(1) A statement of domestication must be signed by the domesticating limited liability partnership and delivered to the division for filing.
(2) A statement of domestication must contain:
(a) the name of the domesticating limited liability partnership and the name of the jurisdiction whose law governs the domesticating limited liability partnership's internal affairs;
(b) the name of the domesticated limited liability partnership and the name of the jurisdiction whose law governs the domesticating limited liability partnership's internal affairs;
(c) if the domesticating limited liability partnership is a domestic limited liability partnership, a statement that the plan of domestication was approved in accordance with Sections 48-1d-1051 through 48-1d-1056 or, if the domesticating limited liability partnership is a foreign limited liability partnership, a statement that the domestication was approved in accordance with the law of the jurisdiction whose law governs the internal affairs of the foreign limited liability partnership;
(d) the statement of qualification of the domesticated limited liability partnership, as an attachment; and
(e) if the domesticated foreign limited liability partnership is not a registered foreign limited liability partnership, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-1d-1056(5).
(3) In addition to the requirements of Subsection (2), a statement of domestication may contain any other provision not prohibited by law.
(4) The statement of qualification of a domesticated domestic limited liability partnership must satisfy the requirements of the law of this state, but the statement does not need to be signed.
(5) A plan of domestication that is signed by a domesticating domestic limited liability partnership and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this Subsection (5), references in this part to a statement of domestication refer to the plan of domestication filed under this Subsection (5).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 11 - Limited Liability Partnerships › Section 1101 - Statement of qualification.

48-1d-1101.
Statement of qualification.
(1) A partnership may become a limited liability partnership pursuant to this section.
(2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the vote or consent necessary to amend those provisions.
(3) After the approval required by Subsection (2), a partnership may become a limited liability partnership by delivering to the division for filing a statement of qualification. The statement of qualification must contain:
(a) the name of the limited liability partnership;
(b) the street address of the limited liability partnership's principal office and, if different, the street address of an office in this state, if any;
(c) the information required by Subsection 16-17-203(1); and
(d) a statement that the partnership elects to become a limited liability partnership.
(4) A partnership's status as a limited liability partnership remains effective, regardless of changes in the limited liability partnership, until it is canceled pursuant to Subsection (6) or administratively revoked pursuant to Section 48-1d-1102.
(5) The status of a partnership as a limited liability partnership and the liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.
(6) A limited liability partnership may amend or cancel its statement of qualification by delivering to the division for filing a statement of amendment or cancellation. The statement must be consented to by all partners and state the name of the limited liability partnership and in the case of:
(a) an amendment, state the amendment; and
(b) a cancellation, state that the statement of qualification is canceled.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 11 - Limited Liability Partnerships › Section 1102 - Administrative revocation of statement of qualification.

48-1d-1102.
Administrative revocation of statement of qualification.
(1) The division may commence a proceeding under Subsections (2) and (3) to revoke the statement of qualification of a limited liability partnership administratively if the limited liability 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 revoking a statement of qualification, the division shall serve the limited liability partnership with notice in a record of the division's determination.
(3) If a limited liability partnership, not later than 60 days after service of the notice is effected under Subsection (2), does not cure each ground for revocation or demonstrate to the satisfaction of the division that each ground determined by the division does not exist, the division shall administratively revoke the statement of qualification by signing a statement of administrative revocation that recites the grounds for revocation and the effective date of the revocation. The division shall file the statement and serve a copy on the limited liability partnership pursuant to Section 48-1d-116.
(4) An administrative revocation under Subsection (3) affects only a partnership's status as a limited liability partnership and is not an event causing dissolution of the partnership.
(5) The administrative revocation of a statement of qualification of a limited liability 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 1d - Utah Uniform Partnership Act › Part 11 - Limited Liability Partnerships › Section 1103 - Reinstatement.

48-1d-1103.
Reinstatement.
(1) A limited liability partnership whose statement of qualification has been revoked administratively under Section 48-1d-1102 may apply to the division for reinstatement of the statement of qualification not later than two years after the effective date of the revocation. The application must state:
(a) the name of the partnership at the time of the administrative revocation of its statement of qualification and, if needed, a different name that satisfies Section 48-1d-1105;
(b) the address of the principal office of the partnership and information required under Subsection 16-17-203(1);
(c) the effective date of administrative revocation of the partnership's statement of qualification; and
(d) that the grounds for revocation did not exist or have been cured.
(2) To have its statement of qualification reinstated, a partnership whose statement of qualification has been revoked administratively must pay all fees, taxes, and penalties that were due to the division at the time of the administrative revocation and all fees, taxes, and penalties that would have been due to the division while the partnership's statement of qualification was revoked administratively.
(3) If the division determines that the application contains the information required by Subsection (1), 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 revocation and prepare a statement of reinstatement that states the division's determination and the effective date of reinstatement;
(b) file the statement of revocation; and
(c) serve a copy of the statement of revocation on the limited liability partnership.
(4) When reinstatement under this section is effective, the following rules apply:
(a) the reinstatement relates back to and takes effect as of the effective date of the administrative revocation; and
(b) the partnership's status as a limited liability partnership continues as if the revocation had not occurred, except for the rights of a person arising out of an act or omission in reliance on the revocation 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 1d - Utah Uniform Partnership Act › Part 11 - Limited Liability Partnerships › Section 1104 - Judicial review of denial of reinstatement.

48-1d-1104.
Judicial review of denial of reinstatement.
(1) If the division denies a limited liability partnership's application for reinstatement following administrative revocation of the limited liability partnership's statement of qualification, the division shall serve the limited liability company partnership with notice in a record that explains the reasons for the denial.
(2) A limited liability partnership may seek judicial review of denial of reinstatement in the district court not later than 30 days after service of the notice of denial.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 11 - Limited Liability Partnerships › Section 1106 - Reservation of name.

48-1d-1106.
Reservation of name.
(1) A person may reserve the exclusive use of a name that complies with Section 48-1d-1105 by delivering an application to the division for filing. The application must state the name and address of the applicant and the name to be reserved. If the division finds that the name is available, the division shall reserve the name for the applicant's exclusive use for a period of 120 days.
(2) The owner of a reserved name may transfer the reservation to another person by delivering to the division a signed notice in a record of the transfer, which states the name and address of the transferee.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 11 - Limited Liability Partnerships › Section 1107 - Registration of name.

48-1d-1107.
Registration of name.
(1) A foreign limited liability partnership not registered to do business in this state under Part 12, Foreign Limited Liability Partnerships, may register its name, or an alternate name adopted pursuant to Section 48-1d-1206, if the name is distinguishable on the records of the division from the names that are not available under Section 48-1d-1105.
(2) To register its name or an alternate name adopted pursuant to Section 48-1d-1206, a foreign limited liability partnership must deliver to the division for filing an application stating the foreign limited liability partnership's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to Section 48-1d-1206. If the division finds that the name applied for is available, the division shall register the name for the applicant's exclusive use.
(3) The registration of a name under this section is effective for one year after the date of registration.
(4) A foreign limited liability partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the division for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(5) A foreign limited liability partnership whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 11 - Limited Liability Partnerships › Section 1108 - Registered agent.

48-1d-1108.
Registered agent.
(1) Each limited liability partnership and each registered foreign limited liability partnership shall designate in accordance with Subsection 16-17-203(1) and maintain a registered agent in this state.
(2) A limited liability partnership or registered foreign limited liability partnership may change its registered agent or the address of its registered agent by filing with the division a statement of change in accordance with Section 16-17-206.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 11 - Limited Liability Partnerships › Section 1109 - Annual report for division.

48-1d-1109.
Annual report for division.
(1) Each limited liability partnership and registered foreign limited liability partnership shall deliver to the division for filing an annual report that states:
(a) the name of the limited liability partnership or foreign limited liability partnership;
(b) the information required under Subsection 16-17-203(1);
(c) the street and mailing addresses of its principal office;
(d) the name of at least one partner; and
(e) in the case of a foreign limited liability partnership, its jurisdiction of formation and any alternate name adopted under Subsection 48-1d-1206(1).
(2) Information in an annual report must be current as of the date the report is signed by the limited liability partnership or registered foreign limited liability partnership.
(3) A report must be delivered to the division for each year following the calendar year in which the limited liability partnership's statement of qualification became effective or the registered foreign limited liability partnership registered to do business in this state:
(a) in the case of a limited liability partnership, the annual report must be delivered to the division during the month in which is the anniversary date on which the limited liability partnership statement of qualification became effective; and
(b) in the case of a registered foreign limited liability partnership, the annual report must be delivered to the division during the month in which is the anniversary date on which the registered foreign limited liability partnership registered to do business in this state.
(4) If an annual report does not contain the information required by this section, the division promptly shall notify the reporting limited liability partnership or registered foreign limited liability partnership in a record and return the report for correction.
(5) If an annual report contains the name or address of a registered agent which differs from the information shown in the records of the division immediately before the annual report becomes effective, the differing information in the annual report is considered a statement of change under Section 16-17-206.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1201 - Governing law.

48-1d-1201.
Governing law.
(1) The law of the jurisdiction in which the statement of qualification or equivalent filing of a foreign limited liability partnership is filed governs:
(a) the internal affairs of the foreign limited liability partnership; and
(b) the liability of a partner as partner for a debt, obligation, or other liability of the foreign limited liability partnership.
(2) A foreign limited liability partnership is not precluded from registering to do business in this state because of any difference between the law of this state and the jurisdiction under which the foreign limited liability partnership's statement of qualification or equivalent filing is filed.
(3) Registration of a foreign limited liability partnership to do business in this state does not authorize the foreign limited liability partnership to engage in any business or exercise any power that a domestic limited liability partnership may not engage in or exercise in this state as a limited liability partnership.
(4)
(a) The division may permit a tribal limited liability partnership to apply for authority to transact business in the state in the same manner as a foreign limited liability partnership formed in another state.
(b) If a tribal limited liability partnership elects to apply for authority to transact business in the state, for purposes of this chapter, the tribal limited liability partnership shall be treated in the same manner as a foreign limited liability 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 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1202 - Registration to do business in this state.

48-1d-1202.
Registration to do business in this state.
(1) A foreign limited liability partnership may not do business in this state until it registers with the division under this part.
(2) A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.
(3) The failure of a foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
(4) A limitation on the liability of a partner of a foreign limited liability partnership is not waived solely because the foreign limited liability partnership does business in this state without registering to do business in this state.
(5) Subsections 48-1d-1201(1) and (2) apply even if a foreign limited liability partnership fails to register under this part.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1203 - Foreign registration statement.

48-1d-1203.
Foreign registration statement.
To register to do business in this state, a foreign limited liability partnership must deliver a foreign registration statement to the division for filing. The statement must state:
(1) the name of the foreign limited liability partnership and, if the name does not comply with Section 48-1d-1105, an alternate name adopted pursuant to Subsection 48-1d-1206(1);
(2) that the limited liability partnership is a foreign limited liability partnership;
(3) the jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed;
(4) the street and mailing addresses of the foreign limited liability partnership's principal office and, if the law of the jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed requires the foreign limited liability 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 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1204 - Amendment of foreign registration statement.

48-1d-1204.
Amendment of foreign registration statement.
A registered foreign limited liability partnership shall deliver to the division for filing an amendment to its foreign registration statement if there is a change in:
(1) the name of the foreign limited liability partnership;
(2) the jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed;
(3) an address required by Subsection 48-1d-1203(4); or
(4) the information required by Subsection 48-1d-1203(5).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1205 - Activities not constituting doing business.

48-1d-1205.
Activities not constituting doing business.
(1) Activities of a foreign limited liability partnership which do not constitute doing business in this state under this part include:
(a) maintaining, defending, mediating, arbitrating, and settling an action or proceeding;
(b) carrying on any activity concerning its internal affairs, including meetings of its partners;
(c) maintaining accounts in financial institutions;
(d) maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign limited liability partnership or maintaining trustees or depositories with respect to those securities;
(e) selling through independent contractors;
(f) soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;
(g) creating or acquiring indebtedness, mortgages, or security interests in property;
(h) securing or collecting debts or enforcing mortgages or security interests in property securing the debts, and holding, protecting, or maintaining property;
(i) conducting an isolated transaction that is not in the course of similar transactions;
(j) owning, without more, property; and
(k) doing business in interstate commerce.
(2) A person does not do business in this state solely by being a partner of a foreign limited liability partnership that does business in this state.
(3) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under law of this state other than this chapter.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1206 - Noncomplying name of foreign limited liability partnership.

48-1d-1206.
Noncomplying name of foreign limited liability partnership.
(1) A foreign limited liability partnership whose name does not comply with Section 48-1d-1105 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 48-1d-1105. A registered foreign limited liability 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 partnership shall do business in this state under:
(a) the alternate name;
(b) the foreign limited liability partnership's name, with the addition of its jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed; or
(c) an assumed or fictitious name the foreign limited liability partnership is authorized to use under Title 42, Chapter 2, Conducting Business Under Assumed Name.
(2) If a registered foreign limited liability partnership changes its name to one that does not comply with Section 48-1d-1105, 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 48-1d-1105.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1207 - Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.

48-1d-1207.
Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
A registered foreign limited liability partnership that converts to a domestic limited liability partnership or to a domestic entity that is organized, incorporated, or otherwise formed through the delivery of a record to the division for filing is deemed to have withdrawn its registration on the effective date of the conversion.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1208 - Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.

48-1d-1208.
Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
(1) A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not organized, incorporated, or otherwise formed through the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the division for filing. The statement must state:
(a) in the case of a foreign limited liability partnership that has completed winding up:
(i) its name and the jurisdiction in which the foreign limited liability partnership's statement of qualification is filed; and
(ii) that the foreign limited liability partnership surrenders its registration to do business in this state; and
(b) in the case of a foreign limited liability partnership that has converted:
(i) the name of the converting foreign limited liability partnership and the jurisdiction in which its statement of qualification is filed;
(ii) the type of entity to which the foreign limited liability partnership has converted and its jurisdiction of formation;
(iii) that the converted entity surrenders the converting foreign limited liability partnership's registration to do business and revokes the authority of the converting foreign limited liability partnership's registered agent to act as registered agent in this state on behalf of the foreign limited liability partnership or the converted entity; and
(iv) a mailing address to which service of process may be made under Subsection (2).
(2) After a withdrawal under this section of a foreign limited liability partnership that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1209 - Transfer of registration.

48-1d-1209.
Transfer of registration.
(1) When a registered foreign limited liability partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the division to do business in this state, the foreign entity shall deliver to the division for filing an application for transfer of registration. The application must state:
(a) the name of the registered foreign limited liability partnership before the merger or conversion;
(b) that before the merger or conversion the registration pertained to a foreign limited liability partnership;
(c) the name of the applicant foreign entity into which the foreign limited liability partnership has merged or to which it has been converted, and, if the name does not comply with Section 48-1d-1105, an alternate name adopted pursuant to Subsection 48-1d-1206(1) or similar provision of law of this state governing a foreign entity registered to do business in this state of the same type as the applicable foreign entity;
(d) the type of entity of the applicant foreign entity and its jurisdiction of formation;
(e) the street and mailing addresses of the principal office of the applicant foreign entity and, if the law of that entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and
(f) the information required under Subsection 16-17-203(1).
(2) When an application for transfer of registration takes effect, the registration of the foreign limited liability partnership to do business in this state is transferred without interruption to the foreign entity into which the foreign limited liability partnership has merged or to which it has been converted.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1210 - Termination of registration.

48-1d-1210.
Termination of registration.
(1) The division may terminate the registration of a registered foreign limited liability partnership in the manner provided in Subsections (2) and (3) if the foreign limited liability 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, the annual report required under Section 48-1d-1109;
(c) have a registered agent as required by Section 48-1d-1108; or
(d) deliver to the division for filing a statement of a change under Section 16-17-206 not later than 30 days after a change has occurred in the name or address of the registered agent.
(2) The division may terminate the registration of a registered foreign limited liability 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 liability partnership's registered agent, or if the foreign limited liability partnership does not have a registered agent, to the foreign limited liability partnership's principal office.
(3) A notice or information in a 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 a registered foreign limited liability 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 liability partnership cures each ground for termination stated in the notice or notation. If the foreign limited liability 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 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1211 - Withdrawal of registration of registered foreign limited liability partnership.

48-1d-1211.
Withdrawal of registration of registered foreign limited liability partnership.
(1) A registered foreign limited liability partnership may withdraw its registration by delivering a statement of withdrawal to the division for filing. The statement of withdrawal must state:
(a) the name of the foreign limited liability partnership and the jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed;
(b) that the foreign limited liability partnership is not doing business in this state and that it withdraws its registration to do business in this state;
(c) that the foreign limited liability partnership revokes the authority of its registered agent to accept service on its behalf in this state; and
(d) an address to which service of process may be made under Subsection (2).
(2) After the withdrawal of the registration of a foreign limited liability partnership, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 12 - Foreign Limited Liability Partnerships › Section 1212 - Action by attorney general.

48-1d-1212.
Action by attorney general.
The attorney general may maintain an action to enjoin a foreign limited liability 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 1d - Utah Uniform Partnership Act › Part 13 - Professional Services Limited Liability Partnerships › Section 1301 - Definitions.

48-1d-1301.
Definitions.
As used in this part:
(1) "Professional services partnership" means a limited liability partnership organized in accordance with this part to provide professional services.
(2) "Regulating board" means the entity organized pursuant to state law that licenses and regulates the practice of the profession that a limited liability partnership is organized to provide.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 13 - Professional Services Limited Liability Partnerships › Section 1302 - Application of this part.

48-1d-1302.
Application of this part.
If a conflict arises between this part and another provision of this chapter, this part controls.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 13 - Professional Services Limited Liability Partnerships › Section 1303 - Name limitations.

48-1d-1303.
Name limitations.
(1) The name of a domestic professional services partnership and of a foreign professional services partnership authorized to transact business in this state, in addition to complying with Sections 48-1d-1105 and 48-1d-1206:
(a) may not contain language stating or implying that it is formed for a purpose other than that authorized by Section 48-1d-1304; and
(b) must conform with any rule made by the regulating board having jurisdiction over a professional service to be rendered by the professional service partnership.
(2) Sections 48-1d-1105 and 48-1d-1206 do not prevent the use of a name otherwise prohibited by those sections if the name is:
(a) the personal name of an individual partner or individual former partner of the professional services partnership; or
(b) the name of an individual who was associated with a predecessor of the professional services partnership.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 13 - Professional Services Limited Liability Partnerships › Section 1304 - Providing a professional service.

48-1d-1304.
Providing a professional service.
(1) Subject to Section 48-1d-1305, a professional services partnership may provide a professional service in this state only through an individual licensed or otherwise authorized in this state to provide the professional service.
(2) Subsection (1) does not:
(a) require an individual employed by a professional services partnership to be licensed to perform a service for the professional services company if a license is not otherwise required;
(b) prohibit a licensed individual from providing a professional service in the individual's professional capacity although the individual is a partner, employee, or agent of a professional services partnership; or
(c) prohibit an individual licensed in another state from providing a professional service for a professional services partnership in this state if not prohibited by the regulating board.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 13 - Professional Services Limited Liability Partnerships › Section 1305 - Limit of one profession.

Effective 5/13/2014
48-1d-1305.
Limit of one profession.
(1) A professional services partnership organized to provide a professional service under this part may provide only:
(a) one specific type of professional service; and
(b) services ancillary to the professional service described in Subsection (1)(a).
(2) A professional services partnership organized to provide a professional service under this part may not engage in a business other than to provide:
(a) the professional service that it was organized to provide; and
(b) services ancillary to the professional service described in Subsection (2)(a).
(3) Notwithstanding Subsections (1) and (2), a professional services partnership may:
(a) own real and personal property necessary or appropriate for providing the type of professional service it was organized to provide; and
(b) invest the professional services partnership's money in one or more of the following:
(i) real estate;
(ii) mortgages;
(iii) stocks;
(iv) bonds; or
(v) another type of investment.
Amended by Chapter 189, 2014 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 13 - Professional Services Limited Liability Partnerships › Section 1306 - Activity limitations.

48-1d-1306.
Activity limitations.
A professional services partnership may not do anything that an individual licensed to practice the profession that the professional services partnership is organized to provide is prohibited from doing.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 13 - Professional Services Limited Liability Partnerships › Section 1307 - This part does not limit regulating board.

48-1d-1307.
This part does not limit regulating board.
This part does not restrict the authority or duty of a regulating board to license an individual providing a professional service or the practice of the profession that is within the jurisdiction of the regulating board, notwithstanding that the individual:
(1) is a partner or employee of a professional services partnership; or
(2) provides the professional service or engages in the practice of the profession through a professional services partnership.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 13 - Professional Services Limited Liability Partnerships › Section 1308 - Partner of a professional services partnership.

48-1d-1308.
Partner of a professional services partnership.
A professional services partnership organized to provide a professional service:
(1) may include a partner or employee who is authorized under the laws of the jurisdiction where the partner or employee resides to provide a similar professional service;
(2) may include a partner who is not licensed or registered by the state to provide the professional service to the extent allowed by the applicable licensing or registration act relating to the professional service; and
(3) may render a professional service in this state only through a partner or employee who is licensed or registered by this state to render the professional service.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 13 - Professional Services Limited Liability Partnerships › Section 1309 - Restriction on transfer by partner.

48-1d-1309.
Restriction on transfer by partner.
(1) Except as provided in Subsections (2) and (3), a partner of a professional services partnership may sell or transfer the partner's interest in the professional services partnership only to:
(a) the professional services partnership; or
(b) an individual who is licensed or registered by this state to provide the same type of professional service as the professional service for which the professional services partnership is organized, or who otherwise satisfies the requirements of Subsection 48-1d-1308(1) or (2).
(2) Upon the death or incapacity of a partner of a professional services partnership, the partner's interest in the professional services partnership may be transferred to the personal representative or estate of the deceased or incapacitated partner.
(3) The person to whom an interest is transferred under Subsection (2) may continue to hold the interest for a reasonable period, but may not participate in a decision concerning the providing of a professional service.
Enacted by Chapter 412, 2013 General Session