reglab/statecodes huggingface dataset:
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 9 - Dissolution and Winding Up › Section 905 - Liability after dissolution.

48-1d-905.
Liability after dissolution.
(1) If a partner having knowledge of the dissolution causes a partnership to incur an obligation under Subsection 48-1d-904(1) by an act that is not appropriate for winding up the partnership's activities and affairs, the partner is liable:
(a) to the partnership for any damage caused to the partnership arising from the obligation; and
(b) if another partner or person dissociated as a partner is liable for the obligation, to that other partner or person for any damage caused to that other partner or person arising from the liability.
(2) If a person dissociated as a partner causes a partnership to incur an obligation under Subsection 48-1d-904(2), the person is liable:
(a) to the partnership for any damage caused to the partnership arising from the obligation; and
(b) if a partner or another person dissociated as a partner is liable for the obligation, to the partner or other person for any damage caused to the partner or other person arising from the obligation.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 9 - Dissolution and Winding Up › Section 907 - Known claims against dissolved limited liability partnership.

48-1d-907.
Known claims against dissolved limited liability partnership.
(1) Except as otherwise provided in Subsection (4), a dissolved limited liability partnership may give notice of a known claim under Subsection (2), which has the effect provided in Subsection (3).
(2) A dissolved limited liability partnership may in a record notify its known claimants of the dissolution. The notice must:
(a) specify the information required to be included in a claim;
(b) state that the claim must be in writing and provide a mailing address to which the claim is to be sent;
(c) state the deadline for receipt of a claim, which may not be less than 120 days after the date of the notice is received by the claimant;
(d) state that the claim will be barred if not received by the deadline; and
(e) unless the partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 48-1d-305.
(3) A claim against a dissolved limited liability partnership is barred if the requirements of Subsection (2) are met and:
(a) the claim is not received by the specified deadline; or
(b) if the claim is timely received but rejected by the limited liability partnership:
(i) the partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the partnership to enforce the claim not later than 90 days after the claimant receives the notice; and
(ii) the claimant does not commence the required action not later than 90 days after the claimant receives the notice.
(4) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 9 - Dissolution and Winding Up › Section 908 - Other claims against dissolved limited liability partnership.

48-1d-908.
Other claims against dissolved limited liability partnership.
(1) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the dissolved limited liability partnership to present them in accordance with the notice.
(2) A notice under Subsection (1) must:
(a) be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the dissolved limited liability partnership's registered agent is or was last located and in accordance with Section 45-1-101;
(b) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;
(c) state that a claim against the dissolved limited liability partnership is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice; and
(d) unless the dissolved limited liability partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the dissolved limited liability partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 48-1d-306.
(3) If a dissolved limited liability partnership publishes a notice in accordance with Subsection (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited liability partnership not later than three years after the publication date of the notice:
(a) a claimant that did not receive notice in a record under Section 48-1d-907;
(b) a claimant whose claim was timely sent to the partnership but not acted on; and
(c) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(4) A claim not barred under this section or Section 48-1d-907 may be enforced:
(a) against a dissolved limited liability partnership, to the extent of its undistributed assets;
(b) except as otherwise provided in Section 48-1d-909, if assets of the dissolved limited liability partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the dissolved limited liability partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution; and
(c) against any person liable on the claim under Sections 48-1d-306, 48-1d-803, and 48-1d-905.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 9 - Dissolution and Winding Up › Section 909 - Court proceedings.

Superseded 7/1/2024
48-1d-909.
Court proceedings.
(1) A dissolved limited liability partnership that has published a notice under Section 48-1d-908 may file an application with the district court in the county where the dissolved limited liability partnership's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is located, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the dissolved limited liability partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved limited liability partnership, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under Subsection 48-1d-907(3).
(2) Not later than 10 days after the filing of an application under Subsection (1), the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the dissolved limited liability partnership.
(3) In any proceeding under this section, the district court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership.
(4) A dissolved limited liability partnership that provides security in the amount and form ordered by the district court under Subsection (1) satisfies the dissolved limited liability partnership's obligations with respect to claims that are contingent, have not been made known to the dissolved limited liability partnership, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a partner or transferee who receives assets in liquidation.
(5) This section applies only to a debt, obligation, or other liability incurred while a partnership was a limited liability partnership.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 9 - Dissolution and Winding Up › Section 909 - Court proceedings.

Effective 7/1/2024
48-1d-909.
Court proceedings.
(1)
(a) A dissolved limited liability partnership that has published a notice under Section 48-1d-908 may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the dissolved limited liability partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved limited liability partnership, are reasonably expected to arise after the effective date of dissolution.
(b) Security is not required for any claim that is or is reasonably anticipated to be barred under Subsection 48-1d-907(3).
(2) No later than 10 days after the filing of an application under Subsection (1), the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the dissolved limited liability partnership.
(3)
(a) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown.
(b) The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership.
(4) A dissolved limited liability partnership that provides security in the amount and form ordered by the court under Subsection (1) satisfies the dissolved limited liability partnership's obligations with respect to claims that are contingent, have not been made known to the dissolved limited liability partnership, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a partner or transferee who receives assets in liquidation.
(5) This section applies only to a debt, obligation, or other liability incurred while a partnership was a limited liability partnership.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 9 - Dissolution and Winding Up › Section 910 - Liability of partner and person dissociation as partner when claim against limited liability partnership is barred.

48-1d-910.
Liability of partner and person dissociation as partner when claim against limited liability partnership is barred.
If a claim against a dissolved limited liability partnership is barred under Section 48-1d-907, 48-1d-908, or 48-1d-909, any corresponding claim under Section 48-1d-306, 48-1d-803, or 48-1d-905 is also barred.
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 1002 - Relationship of part to other laws.

48-1d-1002.
Relationship of part to other laws.
This part does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this part.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1003 - Required notice or approval.

Superseded 7/1/2024
48-1d-1003.
Required notice or approval.
(1) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication.
(2) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the district court specifying the disposition of the property.
(3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1003 - Required notice or approval.

Effective 7/1/2024
48-1d-1003.
Required notice or approval.
(1) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication.
(2) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains a court order specifying the disposition of the property.
(3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1004 - Status of filings.

48-1d-1004.
Status of filings.
A filing under this part signed by a domestic entity becomes part of the public organic record of the entity if the entity's organic law provides that similar filings under that law become part of the public organic record of the entity.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1005 - Nonexclusivity.

48-1d-1005.
Nonexclusivity.
The fact that a transaction under this part produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this part.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1006 - Reference to external facts.

48-1d-1006.
Reference to external facts.
A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1007 - Alternative means of approval of transactions.

48-1d-1007.
Alternative means of approval of transactions.
Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this part by the unanimous vote or consent of its interest holders satisfies the requirements of this part for approval of the transaction.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1008 - Appraisal rights.

48-1d-1008.
Appraisal rights.
(1) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless:
(a) the organic law permits the organic rules to limit the availability of appraisal rights; and
(b) the organic rules provide such a limit.
(2) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this part to the extent provided in:
(a) the entity's organic rules; or
(b) the plan.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1021 - Merger authorized.

48-1d-1021.
Merger authorized.
(1) By complying with Sections 48-1d-1021 through 48-1d-1026:
(a) one or more domestic partnerships may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and
(b) two or more foreign entities may merge into a domestic partnership.
(2) By complying with the provisions of Sections 48-1d-1021 through 48-1d-1026 applicable to foreign entities, a foreign entity may be a party to a merger under Sections 48-1d-1021 through 48-1d-1026 or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1022 - Plan of merger.

48-1d-1022.
Plan of merger.
(1) A domestic partnership may become a party to a merger under Sections 48-1d-1021 through 48-1d-1026 by approving a plan of merger. The plan must be in a record and contain:
(a) as to each merging entity, its name, jurisdiction of formation, and type of entity;
(b) if the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity;
(c) the manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(d) if the surviving entity exists before the merger, any proposed amendments to its public organic record, if any, or to its private organic rules that are, or are proposed to be, in a record;
(e) if the surviving entity is to be created in the merger, its proposed public organic record, if any, and the full text of its private organic rules that are proposed to be in a record;
(f) the other terms and conditions of the merger; and
(g) any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity.
(2) In addition to the requirements of Subsection (1), a plan of merger may contain any other provision not prohibited by law.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1023 - Approval of merger.

48-1d-1023.
Approval of merger.
(1) A plan of merger is not effective unless it has been approved:
(a) by a domestic merging partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and
(b) in a record, by each partner of a domestic merging 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 partnership provides in a record 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 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1024 - Amendment or abandonment of plan of merger.

48-1d-1024.
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 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 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 of merger 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1025 - Statement of merger.

48-1d-1025.
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 48-1d-1021 through 48-1d-1026 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 48-1d-1026(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, except that 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1031 - Interest exchange authorized.

48-1d-1031.
Interest exchange authorized.
(1) By complying with Sections 48-1d-1031 through 48-1d-1036:
(a) a domestic 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 partnership may be acquired by 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.
(2) By complying with the provisions of Sections 48-1d-1031 through 48-1d-1036 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under Sections 48-1d-1031 through 48-1d-1036 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 partnership but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1032 - Plan of interest exchange.

48-1d-1032.
Plan of interest exchange.
(1) A domestic partnership may be the acquired entity in an interest exchange under Sections 48-1d-1031 through 48-1d-1036 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 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1033 - Approval of interest exchange.

48-1d-1033.
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 partnership entitled to vote on or consent to any matter; and
(b) in a record, by each partner of the domestic acquired 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 partnership provides in a record for the approval of an interest exchange or a merger in which some or all 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) An interest exchange involving a domestic acquired entity that is not a 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1034 - Amendment or abandonment of plan of interest exchange.

48-1d-1034.
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 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 acquired 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 partnership under the plan;
(ii) the partnership agreement of the acquired 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 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 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 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 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1035 - Statement of interest exchange.

48-1d-1035.
Statement of interest exchange.
(1) A statement of interest exchange must be signed by a domestic acquired partnership and delivered to the division for filing.
(2) A statement of interest exchange must contain:
(a) the name of the acquired partnership;
(b) the name, jurisdiction of formation, and type of entity of the acquiring entity; and
(c) a statement that the plan of interest exchange was approved by the acquired entity in accordance with Sections 48-1d-1031 through 48-1d-1036.
(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 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, 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1036 - Effect of interest exchange.

48-1d-1036.
Effect of interest exchange.
(1) When an interest exchange in which the acquired entity is a domestic partnership becomes effective:
(a) the interests in the domestic acquired 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 48-1d-1008;
(b) the acquiring entity becomes the interest holder of the interests in the acquired partnership stated in the plan of interest exchange to be acquired by the acquiring entity; and
(c) the provisions of the partnership agreement of the acquired 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 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 partnership.
(3) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to a domestic acquired 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 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 law other than this chapter, 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1041 - Conversion authorized.

Effective 5/12/2015
48-1d-1041.
Conversion authorized.
(1) As used in Sections 48-1d-1041 through 48-1d-1046, 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 partnership by complying with Sections 48-1d-1041 through 48-1d-1046.
(3) By complying with Sections 48-1d-1041 through 48-1d-1046, a domestic 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 48-1d-1041 through 48-1d-1046 applicable to foreign entities, a foreign entity that is not a foreign partnership may become a domestic 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 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1042 - Plan of conversion.

Effective 5/12/2015
48-1d-1042.
Plan of conversion.
(1) A subject entity may convert to a domestic partnership or a domestic partnership may convert to a different type of entity under Sections 48-1d-1041 through 48-1d-1046 by approving a plan of conversion. The plan must be in a record and contain:
(a) the name of the converting subject entity or 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 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 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1043 - Approval of conversion.

Effective 5/12/2015
48-1d-1043.
Approval of conversion.
(1) A plan of conversion is not effective unless it has been approved:
(a) by a domestic converting partnership by all the partners of the partnership entitled to vote on or consent to any matter; and
(b) in a record, by each partner of a domestic converting partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective:
(i) the partnership agreement 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 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1044 - Amendment or abandonment of plan of conversion.

Effective 5/12/2015
48-1d-1044.
Amendment or abandonment of plan of conversion.
(1) A plan of conversion of a subject entity or domestic converting 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 entity 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 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 of conversion 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 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 1d - Utah Uniform Partnership Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1045 - Statement of conversion.

48-1d-1045.
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 48-1d-1041 through 48-1d-1046 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 48-1d-1046(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, except that 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