reglab/statecodes huggingface dataset:
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1123 - Approval of merger.

48-2e-1123.
Approval of merger.
(1) A plan of merger is not effective unless it has been approved:
(a) by a domestic merging limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and
(b) in a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless:
(i) the partnership agreement of the limited partnership in a record provides for the approval of a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the partners; and
(ii) the partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(2) A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with its organic law.
(3) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1124 - Amendment or abandonment of plan of merger.

48-2e-1124.
Amendment or abandonment of plan of merger.
(1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(2) A domestic merging limited partnership may approve an amendment of a plan of merger:
(a) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(b) by the partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
(i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
(ii) the public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(3) After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved.
(4) If a plan of merger is abandoned after a statement of merger has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the division for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
(a) the name of each party to the plan of merger;
(b) the date on which the statement of merger was delivered to the division for filing; and
(c) a statement that the merger has been abandoned in accordance with this section.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1125 - Statement of merger.

48-2e-1125.
Statement of merger.
(1) A statement of merger must be signed by each merging entity and delivered to the division for filing.
(2) A statement of merger must contain:
(a) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(b) the name, jurisdiction of formation, and type of entity of the surviving entity;
(c) a statement that the merger was approved by each domestic merging entity, if any, in accordance with Sections 48-2e-1121 through 48-2e-1126 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(d) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
(e) if the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment;
(f) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(g) if the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-2e-1126(5).
(3) In addition to the requirements of Subsection (2), a statement of merger may contain any other provision not prohibited by law.
(4) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed.
(5) A plan of merger that is signed by all the merging entities and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this Subsection (5), references in this part to a statement of merger refer to the plan of merger filed under this Subsection (5).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1131 - Interest exchange authorized.

48-2e-1131.
Interest exchange authorized.
(1) By complying with Sections 48-2e-1131 through 48-2e-1136:
(a) a domestic limited partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or
(b) all of one or more classes or series of interests of a domestic limited partnership may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing.
(2) By complying with the provisions of Sections 48-2e-1131 through 48-2e-1136 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under Sections 48-2e-1131 through 48-2e-1136 if the interest exchange is authorized by the law of the foreign entity's jurisdiction of formation.
(3) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited partnership is the acquired entity as if the interest exchange were a merger until the provision is amended after January 1, 2014.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1132 - Plan of interest exchange.

48-2e-1132.
Plan of interest exchange.
(1) A domestic limited partnership may be the acquired entity in an interest exchange under Sections 48-2e-1131 through 48-2e-1136 by approving a plan of interest exchange. The plan must be in a record and contain:
(a) the name of the acquired entity;
(b) the name, jurisdiction of formation, and type of entity of the acquiring entity;
(c) the manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(d) any proposed amendments to the certificate of limited partnership or partnership agreement that are, or are proposed to be, in a record of the acquired entity;
(e) the other terms and conditions of the interest exchange; and
(f) any other provision required by the law of this state or the partnership agreement of the acquired entity.
(2) In addition to the requirements of Subsection (1), a plan of interest exchange may contain any other provision not prohibited by law.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1133 - Approval of interest exchange.

48-2e-1133.
Approval of interest exchange.
(1) A plan of interest exchange is not effective unless it has been approved:
(a) by all the partners of a domestic acquired limited partnership entitled to vote on or consent to any matter; and
(b) in a record, by each partner of the domestic acquired limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the interest exchange becomes effective, unless:
(i) the partnership agreement of the limited partnership in a record provides for the approval of an interest exchange or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all of the partners; and
(ii) the partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(2) An interest exchange involving a domestic acquired entity that is not a limited partnership is not effective unless it is approved by the domestic entity in accordance with its organic law.
(3) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
(4) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1134 - Amendment or abandonment of plan of interest exchange.

48-2e-1134.
Amendment or abandonment of plan of interest exchange.
(1) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(2) A domestic acquired limited partnership may approve an amendment of a plan of interest exchange:
(a) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(b) by the partners of the limited partnership in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change:
(i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the acquired limited partnership under the plan;
(ii) the certificate of limited partnership or partnership agreement of the acquired limited partnership that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the partners of the acquired limited partnership under this chapter or the partnership agreement; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(3) After a plan of interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired limited partnership may abandon the plan in the same manner as the plan was approved.
(4) If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired limited partnership, must be delivered to the division for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain:
(a) the name of the acquired limited partnership;
(b) the date on which the statement of interest exchange was delivered to the division for filing; and
(c) a statement that the interest exchange has been abandoned in accordance with this section.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1135 - Statement of interest exchange.

48-2e-1135.
Statement of interest exchange.
(1) A statement of interest exchange must be signed by a domestic acquired limited partnership and delivered to the division for filing.
(2) A statement of interest exchange must contain:
(a) the name of the acquired limited partnership;
(b) the name, jurisdiction of formation, and type of entity of the acquiring entity;
(c) a statement that the plan of interest exchange was approved by the acquired entity in accordance with Sections 48-2e-1131 through 48-2e-1136; and
(d) any amendments to the acquired limited partnership's certificate of limited partnership approved as part of the plan of interest exchange.
(3) In addition to the requirements of Subsection (2), a statement of interest exchange may contain any other provision not prohibited by law.
(4) A plan of interest exchange that is signed by a domestic acquired limited partnership and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this Subsection (4), references in this part to a statement of interest exchange refer to the plan of interest exchange filed under this Subsection (4).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1136 - Effect of interest exchange.

48-2e-1136.
Effect of interest exchange.
(1) When an interest exchange in which the acquired entity is a domestic limited partnership becomes effective:
(a) the interests in the domestic acquired limited partnership that are the subject of the interest exchange cease to exist or are converted or exchanged, and the partners holding those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under Section 48-2e-1108;
(b) the acquiring entity becomes the interest holder of the interests in the acquired limited partnership stated in the plan of interest exchange to be acquired by the acquiring entity;
(c) the certificate of limited partnership of the acquired limited partnership is amended as provided in the statement of interest exchange; and
(d) the provisions of the partnership agreement of the acquired limited partnership that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange.
(2) Except as otherwise provided in the partnership agreement of a domestic acquired limited partnership, the interest exchange does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the acquired limited partnership.
(3) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to a domestic acquired limited partnership and becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the interest exchange becomes effective.
(4) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired limited partnership with respect to which the person had interest holder liability is as follows:
(a) The interest exchange does not discharge any interest holder liability to the extent the interest holder liability arose before the interest exchange became effective.
(b) The person does not have interest holder liability for any debt, obligation, or other liability that arises after the interest exchange becomes effective.
(c) The person has whatever rights of contribution from any other person as are provided by other law, this chapter, or the partnership agreement of the acquired entity with respect to any interest holder liability preserved under Subsection (4)(a) as if the interest exchange had not occurred.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1141 - Conversion authorized.

Effective 5/12/2015
48-2e-1141.
Conversion authorized.
(1) As used in Sections 48-2e-1141 through 48-2e-1146, the term "subject entity" includes a corporation, a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a limited liability company, a general partnership, a registered limited liability partnership, or a foreign limited partnership.
(2) A subject entity may convert to a domestic limited partnership by complying with Sections 48-2e-1141 through 48-2e-1146.
(3) By complying with Sections 48-2e-1141 through 48-2e-1146 a domestic limited partnership may become:
(a) a domestic entity that is a different type of entity; or
(b) a foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign jurisdiction.
(4) By complying with the provisions of Sections 48-2e-1141 through 48-2e-1146 applicable to foreign entities, a foreign entity that is not a foreign limited partnership may become a domestic limited partnership if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
(5) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after January 1, 2014.
Amended by Chapter 227, 2015 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1142 - Plan of conversion.

Effective 5/12/2015
48-2e-1142.
Plan of conversion.
(1) A subject entity may convert to a domestic limited partnership or a domestic limited partnership may convert to a different type of entity under Sections 48-2e-1141 through 48-2e-1146 by approving a plan of conversion. The plan must be in a record and contain:
(a) the name of the converting subject entity or limited partnership;
(b) the name, jurisdiction of formation, and type of entity of the converted entity;
(c) the manner of converting the interests in the converting subject entity or limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(d) the proposed public organic record of the converted entity if it will be a filing entity;
(e) the full text of the private organic rules of the converted entity that are proposed to be in a record;
(f) the other terms and conditions of the conversion; and
(g) any other provision required by the law of this state or the partnership agreement of the converting limited partnership.
(2) In addition to the requirements of Subsection (1), a plan of conversion may contain any other provision not prohibited by law.
Amended by Chapter 227, 2015 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1143 - Approval of conversion.

Effective 5/12/2015
48-2e-1143.
Approval of conversion.
(1) A plan of conversion is not effective unless it has been approved:
(a) by a domestic converting limited partnership by all of the partners of the limited partnership entitled to vote on or consent to any matter; and
(b) in a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective:
(i) the partnership agreement of the limited partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the interest holders; 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 conversion involving a domestic converting entity that is not a limited partnership, including a subject entity, is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(3) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Amended by Chapter 227, 2015 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1144 - Amendment or abandonment of plan of conversion.

Effective 5/12/2015
48-2e-1144.
Amendment or abandonment of plan of conversion.
(1) A plan of conversion of a subject entity or domestic converting limited partnership may be amended:
(a) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(b) by the partners of the limited partnership in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the conversion 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 converting entity under the plan;
(ii) the public organic record or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(2) After a plan of conversion has been approved and before a statement of conversion becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited partnership may abandon the plan in the same manner as the plan was approved.
(3) If a plan of conversion is abandoned after a statement of conversion has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by the converting entity, must be delivered to the division for filing before the time the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(a) the name of the converting subject entity or limited partnership;
(b) the date on which the statement of conversion was delivered to the division for filing; and
(c) a statement that the conversion has been abandoned in accordance with this section.
Amended by Chapter 227, 2015 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1145 - Statement of conversion.

48-2e-1145.
Statement of conversion.
(1) A statement of conversion must be signed by the converting entity and delivered to the division for filing.
(2) A statement of conversion must contain:
(a) the name, jurisdiction of formation, and type of entity of the converting entity;
(b) the name, jurisdiction of formation, and type of entity of the converted entity;
(c) if the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with Sections 48-2e-1141 through 48-2e-1146 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of formation;
(d) if the converted entity is a domestic filing entity, the text of its public organic record, as an attachment;
(e) if the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment; and
(f) if the converted entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-2e-1146(5).
(3) In addition to the requirements of Subsection (2), a statement of conversion may contain any other provision not prohibited by law.
(4) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed.
(5) A plan of conversion that is signed by a domestic converting entity and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this Subsection (5), references in this part to a statement of conversion refer to the plan of conversion filed under this Subsection (5).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1151 - Domestication authorized.

48-2e-1151.
Domestication authorized.
(1) By complying with Sections 48-2e-1151 through 48-2e-1156, a domestic limited partnership may become a foreign limited partnership if the domestication is authorized by the law of the foreign jurisdiction.
(2) By complying with the provisions of Sections 48-2e-1151 through 48-2e-1156 applicable to foreign limited partnerships, a foreign limited partnership may become a domestic limited partnership if the domestication is authorized by the law of the foreign limited partnership's jurisdiction of formation.
(3) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a domestication, the provision applies to a domestication of the limited 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 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1152 - Plan of domestication.

48-2e-1152.
Plan of domestication.
(1) A domestic limited partnership may become a foreign limited partnership in a domestication by approving a plan of domestication. The plan must be in a record and contain:
(a) the name of the domesticating limited partnership;
(b) the name and jurisdiction of formation of the domesticated limited partnership;
(c) the manner of converting the interests in the domesticating limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(d) the proposed certificate of limited partnership of the domesticated limited partnership;
(e) the full text of the partnership agreement of the domesticated limited partnership rights to acquire interests or securities, that are proposed to be in a record;
(f) the other terms and conditions of the domestication; and
(g) any other provision required by the law of this state or the partnership agreement of the domesticating limited partnership.
(2) In addition to the requirements of Subsection (1), a plan of domestication may contain any other provision not prohibited by law.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1153 - Approval of domestication.

48-2e-1153.
Approval of domestication.
(1) A plan of domestication of a domestic domesticating limited 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 in a record provide 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 partnership is not effective unless it is approved in accordance with the law of the foreign limited partnership's jurisdiction of formation.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1154 - Amendment or abandonment of plan of domestication.

48-2e-1154.
Amendment or abandonment of plan of domestication.
(1) A plan of domestication of a domestic domesticating limited partnership may be amended:
(a) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(b) by the partners of the limited partnership in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:
(i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the domesticating limited partnership under the plan;
(ii) the certificate of limited partnership or partnership agreement of the domesticated limited partnership that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the partners of the domesticated limited partnership under its organic law or partnership agreement; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(2) After a plan of domestication has been approved by a domestic domesticating limited partnership and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, by a domestic domesticating limited partnership may abandon the plan in the same manner as the plan was approved.
(3) If a plan of domestication is abandoned after a statement of domestication has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by the limited partnership, must be delivered to the division for filing before the time the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain:
(a) the name of the domesticating limited partnership;
(b) the date on which the statement of domestication was delivered to the division for filing; and
(c) a statement that the domestication has been abandoned in accordance with this section.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Section 1155 - Statement of domestication.

48-2e-1155.
Statement of domestication.
(1) A statement of domestication must be signed by the domesticating limited partnership and delivered to the division for filing.
(2) A statement of domestication must contain:
(a) the name and jurisdiction of formation of the domesticating limited partnership;
(b) the name and jurisdiction of formation of the domesticated limited partnership;
(c) if the domesticating limited partnership is a domestic limited partnership, a statement that the plan of domestication was approved in accordance with Sections 48-2e-1151 through 48-2e-1156 or, if the domesticating limited partnership is a foreign limited partnership, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation;
(d) the certificate of limited partnership of the domesticated limited partnership, as an attachment; and
(e) if the domesticated foreign limited partnership is not a registered foreign limited partnership, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-2e-1156(5).
(3) In addition to the requirements of Subsection (2), a statement of domestication may contain any other provision not prohibited by law.
(4) The certificate of limited partnership of a domesticated domestic limited partnership must satisfy the requirements of the law of this state, but the certificate does not need to be signed.
(5) A plan of domestication that is signed by a domesticating domestic limited partnership and meets all of the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this Subsection (5), references in this part to a statement of domestication refer to the plan of domestication filed under this Subsection (5).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 12 - Miscellaneous Provisions › Section 1201 - Uniformity of application and construction.

48-2e-1201.
Uniformity of application and construction.
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform act upon which this chapter is based.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 12 - Miscellaneous Provisions › Section 1202 - Severability clause.

48-2e-1202.
Severability clause.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 12 - Miscellaneous Provisions › Section 1203 - Relation to Electronic Signatures in Global and National Commerce Act.

48-2e-1203.
Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but this chapter does not modify, limit, or supersede Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the notices described in Sec. 103(b) of that act, 15 U.S.C. Sec. 7003(b).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 12 - Miscellaneous Provisions › Section 1204 - Savings clause.

48-2e-1204.
Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 2e - Utah Uniform Limited Partnership Act › Part 12 - Miscellaneous Provisions › Section 1205 - Application to existing relationships.

48-2e-1205.
Application to existing relationships.
(1) Before January 1, 2016, this chapter governs only:
(a) a limited partnership formed on or after January 1, 2014; and
(b) except as otherwise provided in Subsections (3) and (4), a limited partnership formed before January 1, 2014, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter.
(2) Except as otherwise provided in Subsection (3), on and after January 1, 2016, this chapter governs all limited partnerships.
(3) With respect to a limited partnership formed before January 1, 2014, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(a) Subsection 48-2e-104(3) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2014.
(b) Sections 48-2e-601 and 48-2e-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2014.
(c) Subsection 48-2e-603(4) does not apply and the partners have the same right and power to expel a general partner as existed immediately before January 1, 2014.
(d) Subsection 48-2e-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2014.
(e) Subsection 48-2e-801(1)(c) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2014.
(4) With respect to a limited partnership that elects pursuant to Subsection (1)(b) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply:
(a) before January 1, 2016, to:
(i) a third party that had not done business with the limited partnership in the year before the election took effect; and
(ii) a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(b) on and after January 1, 2016, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under Subsection (4)(a)(ii).
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 103 - Knowledge -- Notice.

48-3a-103.
Knowledge -- Notice.
(1) A person knows a fact if the person:
(a) has actual knowledge of it; or
(b) is deemed to know it under Subsection (4)(a) or law other than this chapter.
(2) A person has notice of a fact if the person:
(a) has reason to know the fact from all the facts known to the person at the time in question; or
(b) is deemed to have notice of the fact under Subsection (4)(b).
(3) Subject to Subsection 48-3a-209(6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.
(4) A person not a member is deemed:
(a) to know of a limitation on authority to transfer real property as provided in Subsection 48-3a-302(7); and
(b) to have notice of a limited liability company's:
(i) dissolution 90 days after a statement of dissolution under Subsection 48-3a-703(2)(b)(i) becomes effective;
(ii) termination 90 days after a statement of termination under Subsection 48-3a-703(2)(b)(vi) becomes effective;
(iii) participation in a merger, interest exchange, conversion, or domestication 90 days after a statement of merger, interest exchange, conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective; and
(iv) abandonment of a merger, interest exchange, conversion, or domestication 90 days after a statement of abandonment of merger, interest exchange, conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 104 - Nature, purpose, and duration of limited liability company.

48-3a-104.
Nature, purpose, and duration of limited liability company.
(1) A limited liability company is an entity distinct from its member or members.
(2) A limited liability company may have any lawful purpose, regardless of whether for profit.
(3) A limited liability company has perpetual duration.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 105 - Powers.

48-3a-105.
Powers.
A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 106 - Governing law.

48-3a-106.
Governing law.
The law of this state governs:
(1) the internal affairs of a limited liability company; and
(2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 107 - Supplemental principles of law.

48-3a-107.
Supplemental principles of law.
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 109 - Reservation of name.

48-3a-109.
Reservation of name.
(1) A person may reserve the exclusive use of a name that complies with Section 48-3a-108 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 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 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 110 - Registration of name.

48-3a-110.
Registration of name.
(1) A foreign limited liability company not registered to do business in this state under Part 9, Foreign Limited Liability Companies, may register its name, or an alternate name adopted pursuant to Section 48-3a-906, if the name is distinguishable on the records of the division from the names that are not available under Section 48-3a-108.
(2) To register its name or an alternate name adopted pursuant to Section 48-3a-906, a foreign limited liability company must deliver to the division for filing an application stating the foreign limited liability company's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to Section 48-3a-906. If the division finds that the name applied for is available, the division shall register the name for the applicant's exclusive use.
(3) The registration of a name under this section is effective for one year after the date of registration.
(4) A foreign limited liability company whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the division for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period.
(5) A foreign limited liability company whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 111 - Registered agent.

48-3a-111.
Registered agent.
(1) Each limited liability company and each registered foreign limited liability company shall designate in accordance with Subsection 16-17-203(1) and maintain a registered agent in this state.
(2) A limited liability company or registered foreign limited liability company 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