Business Entity Amendments

1558
13-1a-101
13-1a-1
13-1a-2
13-1a-3
13-1a-4
13-1a-5
13-1a-6
13-1a-7
13-1a-8
13-1a-9
16-1a-101
16-1a-102
16-1a-201
16-1a-202
16-1a-203
16-1a-204
16-1a-205
16-1a-206
16-1a-207
16-1a-208
16-1a-209
16-1a-210
16-1a-211
16-1a-212
16-1a-301
16-1a-302
16-1a-303
16-1a-304
16-1a-305
16-1a-401
16-1a-402
16-1a-403
16-1a-404
16-1a-405
16-1a-406
16-1a-407
16-1a-408
16-1a-409
16-1a-410
16-1a-411
16-1a-412
16-1a-413
16-1a-414
16-1a-501
16-1a-502
16-1a-503
16-1a-504
16-1a-505
16-1a-506
16-1a-507
16-1a-508
16-1a-509
16-1a-510
16-1a-601
16-1a-602
16-1a-603
16-1a-604
16-1a-605
16-1a-701
16-1a-702
16-1a-703
16-1a-704
16-1a-705
16-1a-706
16-1a-707
16-1a-708
16-1a-709
16-1a-801
16-1a-802
16-1a-803
16-1a-804
16-1a-805
16-1a-806
16-1a-807
16-1a-901
16-1a-902
16-1a-903
16-1a-904
16-1a-905
16-1a-906
16-1a-907
16-1a-1001
16-1a-1002
16-1a-1003
16-1a-1004
16-1a-1005
16-1a-1006
16-1a-1007
16-6a-105
16-6a-106
16-6a-108
16-6a-109
16-6a-110
16-6a-120
16-6a-401
16-6a-402
16-6a-1101
16-6a-1102
16-6a-1103
16-6a-1104
16-6a-1105
16-6a-1410
16-6a-1411
16-6a-1412
16-6a-1413
16-6a-1501
16-6a-1502
16-6a-1503
16-6a-1504
16-6a-1505
16-6a-1506
16-6a-1507
16-6a-1510
16-6a-1511
16-6a-1512
16-6a-1513
16-6a-1514
16-6a-1515
16-6a-1516
16-6a-1517
16-6a-1518
16-6a-1607
16-7-13
16-7-17
16-10a-120
16-10a-121
16-10a-123
16-10a-124
16-10a-125
16-10a-126
16-10a-130
16-10a-401
16-10a-402
16-10a-1101
16-10a-1102
16-10a-1106
16-10a-1107
16-10a-1420
16-10a-1421
16-10a-1422
16-10a-1423
16-10a-1501
16-10a-1502
16-10a-1503
16-10a-1504
16-10a-1505
16-10a-1506
16-10a-1507
16-10a-1510
16-10a-1511
16-10a-1520
16-10a-1521
16-10a-1530
16-10a-1531
16-10a-1532
16-10a-1533
16-10a-1607
16-10b-107
16-11-16
16-11-17
16-12-7
16-15-103
16-15-105
16-15-109
16-15-111
16-16-111
16-16-112
16-16-121
16-16-201
16-16-203
16-16-207
16-16-208
16-16-1212
16-16-1601
16-16-1602
16-16-1603
16-16-1604
16-16-1605
16-16-1606
16-16-1607
16-16-1608
16-16-1609
16-16-1610
16-16-1611
16-16-1612
16-17-101
16-17-102
16-17-201
16-17-202
16-17-203
16-17-204
16-17-205
16-17-206
16-17-207
16-17-208
16-17-209
16-17-210
16-17-301
16-17-302
16-17-401
16-17-402
16-17-403
16-17-404
48-1d-102
48-1d-103
48-1d-104
48-1d-105
48-1d-106
48-1d-107
48-1d-108
48-1d-118
16-18-109
48-1d-201
48-1d-202
48-1d-203
48-1d-204
48-1d-301
48-1d-302
48-1d-303
48-1d-304
48-1d-305
48-1d-306
48-1d-307
48-1d-308
48-1d-401
48-1d-402
48-1d-403
48-1d-404
48-1d-405
48-1d-406
48-1d-407
48-1d-501
48-1d-502
48-1d-503
48-1d-504
48-1d-505
48-1d-601
48-1d-602
48-1d-603
48-1d-604
48-1d-605
48-1d-701
48-1d-702
48-1d-703
48-1d-801
48-1d-802
48-1d-803
48-1d-804
48-1d-805
48-1d-901
48-1d-902
48-1d-903
48-1d-904
48-1d-905
48-1d-906
48-1d-907
48-1d-908
48-1d-909
48-1d-910
48-1d-1101
48-1d-1102
48-1d-1301
48-1d-1302
48-1d-1304
48-1d-1305
48-1d-1306
48-1d-1307
48-1d-1308
48-1d-1309
48-1d-1310
48-1d-1401
48-1d-1402
48-1d-1403
48-1d-1404
48-1d-1405
48-2e-102
48-2e-103
48-2e-104
48-2e-105
48-2e-106
48-2e-107
48-2e-112
48-2e-113
48-2e-114
48-2e-115
48-2e-116
48-2e-118
16-19-113
48-2e-201
48-2e-202
48-2e-301
48-2e-302
48-2e-303
48-2e-304
48-2e-305
48-2e-306
48-2e-401
48-2e-402
48-2e-403
48-2e-404
48-2e-405
48-2e-406
48-2e-407
48-2e-408
48-2e-409
48-2e-501
48-2e-502
48-2e-503
48-2e-504
48-2e-505
48-2e-601
48-2e-602
48-2e-603
48-2e-604
48-2e-605
48-2e-606
48-2e-607
48-2e-701
48-2e-702
48-2e-703
48-2e-704
48-2e-801
48-2e-802
48-2e-803
48-2e-804
48-2e-805
48-2e-806
48-2e-807
48-2e-808
48-2e-809
48-2e-813
48-2e-1001
48-2e-1002
48-2e-1003
48-2e-1004
48-2e-1005
48-2e-1006
48-2e-1201
48-2e-1202
48-2e-1203
48-2e-1204
48-2e-1205
48-3a-102
48-3a-103
48-3a-104
48-3a-105
48-3a-106
48-3a-107
48-3a-112
48-3a-113
48-3a-114
48-3a-116
16-20-111
48-3a-201
48-3a-202
48-3a-301
48-3a-302
48-3a-303
48-3a-304
48-3a-401
48-3a-402
48-3a-403
48-3a-404
48-3a-405
48-3a-406
48-3a-407
48-3a-408
48-3a-409
48-3a-410
48-3a-501
48-3a-502
48-3a-503
48-3a-504
48-3a-601
48-3a-602
48-3a-603
48-3a-701
48-3a-702
48-3a-703
48-3a-704
48-3a-705
48-3a-706
48-3a-707
48-3a-711
48-3a-801
48-3a-802
48-3a-803
48-3a-804
48-3a-805
48-3a-806
16-21-104
16-22-110
42-2-5
42-2-6
42-2-8
42-2-10
42-2-101
42-2-102
42-2-7
42-2-9
42-2-6.6
42-2-201
42-2-202
42-2-203
42-2-204
42-2-205
48-1c-101
48-1d-101
48-1d-109
48-1d-110
48-1d-111
48-1d-112
48-1d-113
48-1d-114
48-1d-115
48-1d-116
48-1d-117
48-1d-1001
48-1d-1002
48-1d-1003
48-1d-1004
48-1d-1005
48-1d-1006
48-1d-1007
48-1d-1008
48-1d-1021
48-1d-1022
48-1d-1023
48-1d-1024
48-1d-1025
48-1d-1026
48-1d-1031
48-1d-1032
48-1d-1033
48-1d-1034
48-1d-1035
48-1d-1036
48-1d-1041
48-1d-1042
48-1d-1043
48-1d-1044
48-1d-1045
48-1d-1046
48-1d-1051
48-1d-1052
48-1d-1053
48-1d-1054
48-1d-1055
48-1d-1056
48-1d-1103
48-1d-1104
48-1d-1105
48-1d-1106
48-1d-1107
48-1d-1108
48-1d-1109
48-1d-1201
48-1d-1202
48-1d-1203
48-1d-1204
48-1d-1205
48-1d-1206
48-1d-1207
48-1d-1208
48-1d-1209
48-1d-1210
48-1d-1303
48-2e-108
48-2e-109
48-2e-110
48-2e-111
48-2e-203
48-2e-204
48-2e-205
48-2e-206
48-2e-207
48-2e-208
48-2e-209
48-2e-210
48-2e-211
48-2e-212
48-2e-811
48-2e-812
48-2e-901
48-2e-902
48-2e-903
48-2e-904
48-2e-905
48-2e-906
48-2e-907
48-2e-908
48-2e-909
48-2e-910
48-2e-1101
48-2e-1102
48-2e-1103
48-2e-1104
48-2e-1105
48-2e-1106
48-2e-1107
48-2e-1108
48-2e-1121
48-2e-1122
48-2e-1123
48-2e-1124
48-2e-1125
48-2e-1126
48-2e-1131
48-2e-1132
48-2e-1133
48-2e-1134
48-2e-1135
48-2e-1136
48-2e-1141
48-2e-1142
48-2e-1143
48-2e-1144
48-2e-1145
48-2e-1146
48-2e-1151
48-2e-1152
48-2e-1153
48-2e-1154
48-2e-1155
48-2e-1156
48-3a-108
48-3a-109
48-3a-110
48-3a-111
48-3a-203
48-3a-204
48-3a-205
48-3a-206
48-3a-207
48-3a-208
48-3a-209
48-3a-210
48-3a-211
48-3a-212
48-3a-708
48-3a-709
48-3a-710
48-3a-901
48-3a-902
48-3a-903
48-3a-904
48-3a-905
48-3a-906
48-3a-907
48-3a-908
48-3a-909
48-3a-910
48-3a-911
48-3a-912
48-3a-1001
48-3a-1002
48-3a-1003
48-3a-1004
48-3a-1005
48-3a-1006
48-3a-1007
48-3a-1008
48-3a-1021
48-3a-1022
48-3a-1023
48-3a-1024
48-3a-1025
48-3a-1026
48-3a-1031
48-3a-1032
48-3a-1033
48-3a-1034
48-3a-1035
48-3a-1036
48-3a-1041
48-3a-1042
48-3a-1043
48-3a-1044
48-3a-1045
48-3a-1046
48-3a-1051
48-3a-1052
48-3a-1053
48-3a-1054
48-3a-1055
48-3a-1056
48-4-105
48-5-105
48-5-107
48-5-108
48-5-204
0
Business Entity Amendments
2026 GENERAL SESSION
STATE OF UTAH
Chief Sponsor: Evan J. Vickers
House Sponsor: David Shallenberger
LONG TITLE
General Description:
This bill amends provisions relating to business entities.
Highlighted Provisions:
This bill:
defines terms;
lists the areas of code the Division of Corporations and Commercial Code (division)
administers;
provides that the division shall offer to sell or license a copy of each document filed with
the division under certain conditions;
enacts Title 16, Chapter 1a, Provisions Applicable to All Business Entities;
establishes standardized entity filing requirements for all business entities;
provides that the division may provide forms for an entity filing;
establishes a standard for the effective date and time of an entity filing;
provides the circumstances under which a person may withdraw an entity filing before
effectiveness;
establishes the standards for correcting an entity filing;
provides that the division has a duty to file an entity filing that complies with certain
standards;
establishes signing requirements for an entity filing;
provides for liability for a person that provides inaccurate information in a filed record;
provides the manner by which the division may deliver a record to a person;
provides the requirements for an entity's annual report to the division;
establishes standards for permissible names for an entity;
provides the name requirements for specific entities;
establishes the process by which a person may reserve an entity name;
provides the process by which a foreign filing entity may register a name;
provides which business entities are required to maintain a registered agent in this state;
provides the process for designating a registered agent;
provides the process for the listing of a commercial registered agent;
establishes the process for the termination of the listing of a commercial registered agent;
provides the process by which a represented entity may change the represented entity's
registered agent;
provides the process by which a noncommercial registered agent may change the
noncommercial registered agent's name or address;
establishes the process by which a commercial registered agent may change the
commercial registered agent's name, address, type of entity, or jurisdiction of formation;
provides the process by which a registered agent may resign as a registered agent;
provides how a person may make service of process, notice, or demand on an entity;
describes the duties of a registered agent;
provides that a foreign entity shall register with the division to do business in this state;
provides the requirements for filing and amending a foreign registration statement;
provides that certain activities of a foreign entity do not constitute doing business in this
state;
provides the process by which a foreign entity may adopt an alternate name that complies
with the name requirements of this state;
provides the process by which a registered foreign entity may withdraw the registered
foreign entity's registration with the division;
provides for a transfer of a registered foreign entity's registration under certain conditions;
provides the conditions and manner under which the division may terminate a registered
foreign entity's registration;
provides the grounds under which the division may administratively dissolve a domestic
filing entity;
provides the procedure and effect of an administrative dissolution of a domestic filing
entity;
provides the conditions under which and process by which a domestic filing entity may be
reinstated after administrative dissolution;
provides the process by which an entity may take part in a merger;
provides the requirements for a plan of merger;
provides the requirements to approve a plan of merger;
establishes the process for amending or abandoning a plan of merger;
provides that a merging entity sign a statement of merger;
establishes the effect of a merger;
provides that an interest holder in an entity that undergoes a merger, conversion, or
domestication has appraisal rights;
provides the process by which an entity may take part in an interest exchange;
provides the requirements for a plan of interest exchange;
provides the requirements to approve a plan of interest exchange;
establishes the process for amending or abandoning a plan of interest exchange;
provides that an acquired entity sign a statement of interest exchange;
establishes the effect of an interest exchange;
provides the process by which an entity may take part in a conversion;
provides the requirements for a plan of conversion;
provides the requirements to approve a plan of conversion;
establishes the process for amending or abandoning a plan of conversion;
provides that a converting entity sign a statement of conversion;
establishes the effect of a conversion;
provides the process by which an entity may take part in a domestication;
provides the requirements for a plan of domestication;
provides the requirements to approve a plan of domestication;
establishes the process for amending or abandoning a plan of domestication;
provides that a merging entity sign a statement of domestication;
establishes the effect of a domestication;
renumbers Title 48, Chapter 1d, Utah Uniform Partnership Act, to Title 16, Chapter 18,
Utah Uniform Partnership Act;
renumbers Title 48, Chapter 2e, Utah Uniform Limited Partnership Act, to Title 16,
Chapter 19, Utah Uniform Limited Partnership Act;
renumbers Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act,
to Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act;
changes references in code from "assumed name" to "D.B.A.";
provides what the name of a D.B.A. may contain;
provides the standards for registering as a D.B.A.;
provides the process for amending a D.B.A. certificate;
provides the manner by which a D.B.A. may transfer ownership;
provides the expiration, renewal, and cancellation of a registration process for a D.B.A.;
provides penalties for a person that transacts business as a D.B.A. without complying
with Title 42, Chapter 2, Conducting Business as a D.B.A.;
repeals provisions in existing code that the enactment of Title 16, Chapter 1a, Provisions
Applicable to All Business Entities, makes redundant; and
makes technical and conforming changes.
Money Appropriated in this Bill:
None
Other Special Clauses:
This bill provides a special effective date.
Utah Code Sections Affected:
ENACTS:
13-1a-101
, Utah Code Annotated 1953
16-1a-101
, Utah Code Annotated 1953
16-1a-102
, Utah Code Annotated 1953
16-1a-201
, Utah Code Annotated 1953
16-1a-202
, Utah Code Annotated 1953
16-1a-203
, Utah Code Annotated 1953
16-1a-204
, Utah Code Annotated 1953
16-1a-205
, Utah Code Annotated 1953
16-1a-206
, Utah Code Annotated 1953
16-1a-207
, Utah Code Annotated 1953
16-1a-208
, Utah Code Annotated 1953
16-1a-209
, Utah Code Annotated 1953
16-1a-210
, Utah Code Annotated 1953
16-1a-211
, Utah Code Annotated 1953
16-1a-212
, Utah Code Annotated 1953
16-1a-301
, Utah Code Annotated 1953
16-1a-302
, Utah Code Annotated 1953
16-1a-303
, Utah Code Annotated 1953
16-1a-304
, Utah Code Annotated 1953
16-1a-305
, Utah Code Annotated 1953
16-1a-401
, Utah Code Annotated 1953
16-1a-402
, Utah Code Annotated 1953
16-1a-403
, Utah Code Annotated 1953
16-1a-404
, Utah Code Annotated 1953
16-1a-405
, Utah Code Annotated 1953
16-1a-406
, Utah Code Annotated 1953
16-1a-407
, Utah Code Annotated 1953
16-1a-408
, Utah Code Annotated 1953
16-1a-409
, Utah Code Annotated 1953
16-1a-410
, Utah Code Annotated 1953
16-1a-411
, Utah Code Annotated 1953
16-1a-412
, Utah Code Annotated 1953
16-1a-413
, Utah Code Annotated 1953
16-1a-414
, Utah Code Annotated 1953
16-1a-501
, Utah Code Annotated 1953
16-1a-502
, Utah Code Annotated 1953
16-1a-503
, Utah Code Annotated 1953
16-1a-504
, Utah Code Annotated 1953
16-1a-505
, Utah Code Annotated 1953
16-1a-506
, Utah Code Annotated 1953
16-1a-507
, Utah Code Annotated 1953
16-1a-508
, Utah Code Annotated 1953
16-1a-509
, Utah Code Annotated 1953
16-1a-510
, Utah Code Annotated 1953
16-1a-601
, Utah Code Annotated 1953
16-1a-602
, Utah Code Annotated 1953
16-1a-603
, Utah Code Annotated 1953
16-1a-604
, Utah Code Annotated 1953
16-1a-605
, Utah Code Annotated 1953
16-1a-701
, Utah Code Annotated 1953
16-1a-702
, Utah Code Annotated 1953
16-1a-703
, Utah Code Annotated 1953
16-1a-704
, Utah Code Annotated 1953
16-1a-705
, Utah Code Annotated 1953
16-1a-706
, Utah Code Annotated 1953
16-1a-707
, Utah Code Annotated 1953
16-1a-708
, Utah Code Annotated 1953
16-1a-709
, Utah Code Annotated 1953
16-1a-801
, Utah Code Annotated 1953
16-1a-802
, Utah Code Annotated 1953
16-1a-803
, Utah Code Annotated 1953
16-1a-804
, Utah Code Annotated 1953
16-1a-805
, Utah Code Annotated 1953
16-1a-806
, Utah Code Annotated 1953
16-1a-807
, Utah Code Annotated 1953
16-1a-901
, Utah Code Annotated 1953
16-1a-902
, Utah Code Annotated 1953
16-1a-903
, Utah Code Annotated 1953
16-1a-904
, Utah Code Annotated 1953
16-1a-905
, Utah Code Annotated 1953
16-1a-906
, Utah Code Annotated 1953
16-1a-907
, Utah Code Annotated 1953
16-1a-1001
, Utah Code Annotated 1953
16-1a-1002
, Utah Code Annotated 1953
16-1a-1003
, Utah Code Annotated 1953
16-1a-1004
, Utah Code Annotated 1953
16-1a-1005
, Utah Code Annotated 1953
16-1a-1006
, Utah Code Annotated 1953
16-1a-1007
, Utah Code Annotated 1953
16-6a-120
, Utah Code Annotated 1953
16-7-17
, Utah Code Annotated 1953
16-10a-130
, Utah Code Annotated 1953
16-10b-107
, Utah Code Annotated 1953
16-11-17
, Utah Code Annotated 1953
16-12-7
, Utah Code Annotated 1953
16-15-111
, Utah Code Annotated 1953
16-16-121
, Utah Code Annotated 1953
16-18-109
, Utah Code Annotated 1953
16-19-113
, Utah Code Annotated 1953
16-20-111
, Utah Code Annotated 1953
16-21-104
, Utah Code Annotated 1953
16-22-110
, Utah Code Annotated 1953
42-2-101
, Utah Code Annotated 1953
42-2-102
, Utah Code Annotated 1953
42-2-201
, Utah Code Annotated 1953
42-2-202
, Utah Code Annotated 1953
42-2-203
, Utah Code Annotated 1953
42-2-204
, Utah Code Annotated 1953
42-2-205
, Utah Code Annotated 1953
RENUMBERS AND AMENDS:
13-1a-102
, (Renumbered from 13-1a-1, as last amended by Laws of Utah 1989, Chapter
225)
13-1a-103
, (Renumbered from 13-1a-2, as last amended by Laws of Utah 1989, Chapter
225)
13-1a-104
, (Renumbered from 13-1a-3, as last amended by Laws of Utah 2021, Chapter
344)
13-1a-105
, (Renumbered from 13-1a-4, as last amended by Laws of Utah 1997, Chapter
135)
13-1a-106
, (Renumbered from 13-1a-5, as last amended by Laws of Utah 2014, Chapter
189)
13-1a-107
, (Renumbered from 13-1a-6, as last amended by Laws of Utah 2010, Chapter
378)
13-1a-108
, (Renumbered from 13-1a-7, as last amended by Laws of Utah 2008, Chapter
382)
13-1a-109
, (Renumbered from 13-1a-8, as enacted by Laws of Utah 1990, Chapter 9)
13-1a-110
, (Renumbered from 13-1a-9, as last amended by Laws of Utah 2009, Chapter
183)
16-18-101
, (Renumbered from 48-1d-102, as last amended by Laws of Utah 2019,
Chapter 349)
16-18-102
, (Renumbered from 48-1d-103, as enacted by Laws of Utah 2013, Chapter
412)
16-18-103
, (Renumbered from 48-1d-104, as enacted by Laws of Utah 2013, Chapter
412)
16-18-104
, (Renumbered from 48-1d-105, as enacted by Laws of Utah 2013, Chapter
412)
16-18-105
, (Renumbered from 48-1d-106, as enacted by Laws of Utah 2013, Chapter
412)
16-18-106
, (Renumbered from 48-1d-107, as enacted by Laws of Utah 2013, Chapter
412)
16-18-107
, (Renumbered from 48-1d-108, as enacted by Laws of Utah 2013, Chapter
412)
16-18-108
, (Renumbered from 48-1d-118, as enacted by Laws of Utah 2013, Chapter
412)
16-18-201
, (Renumbered from 48-1d-201, as enacted by Laws of Utah 2013, Chapter
412)
16-18-202
, (Renumbered from 48-1d-202, as enacted by Laws of Utah 2013, Chapter
412)
16-18-203
, (Renumbered from 48-1d-203, as enacted by Laws of Utah 2013, Chapter
412)
16-18-204
, (Renumbered from 48-1d-204, as enacted by Laws of Utah 2013, Chapter
412)
16-18-301
, (Renumbered from 48-1d-301, as enacted by Laws of Utah 2013, Chapter
412)
16-18-302
, (Renumbered from 48-1d-302, as enacted by Laws of Utah 2013, Chapter
412)
16-18-303
, (Renumbered from 48-1d-303, as enacted by Laws of Utah 2013, Chapter
412)
16-18-304
, (Renumbered from 48-1d-304, as enacted by Laws of Utah 2013, Chapter
412)
16-18-305
, (Renumbered from 48-1d-305, as enacted by Laws of Utah 2013, Chapter
412)
16-18-306
, (Renumbered from 48-1d-306, as enacted by Laws of Utah 2013, Chapter
412)
16-18-307
, (Renumbered from 48-1d-307, as enacted by Laws of Utah 2013, Chapter
412)
16-18-308
, (Renumbered from 48-1d-308, as enacted by Laws of Utah 2013, Chapter
412)
16-18-401
, (Renumbered from 48-1d-401, as enacted by Laws of Utah 2013, Chapter
412)
16-18-402
, (Renumbered from 48-1d-402, as enacted by Laws of Utah 2013, Chapter
412)
16-18-403
, (Renumbered from 48-1d-403, as enacted by Laws of Utah 2013, Chapter
412)
16-18-404
, (Renumbered from 48-1d-404, as enacted by Laws of Utah 2013, Chapter
412)
16-18-405
, (Renumbered from 48-1d-405, as enacted by Laws of Utah 2013, Chapter
412)
16-18-406
, (Renumbered from 48-1d-406, as enacted by Laws of Utah 2013, Chapter
412)
16-18-407
, (Renumbered from 48-1d-407, as enacted by Laws of Utah 2013, Chapter
412)
16-18-501
, (Renumbered from 48-1d-501, as enacted by Laws of Utah 2013, Chapter
412)
16-18-502
, (Renumbered from 48-1d-502, as enacted by Laws of Utah 2013, Chapter
412)
16-18-503
, (Renumbered from 48-1d-503, as enacted by Laws of Utah 2013, Chapter
412)
16-18-504
, (Renumbered from 48-1d-504, as enacted by Laws of Utah 2013, Chapter
412)
16-18-505
, (Renumbered from 48-1d-505, as enacted by Laws of Utah 2013, Chapter
412)
16-18-601
, (Renumbered from 48-1d-601, as enacted by Laws of Utah 2013, Chapter
412)
16-18-602
, (Renumbered from 48-1d-602, as enacted by Laws of Utah 2013, Chapter
412)
16-18-603
, (Renumbered from 48-1d-603, as enacted by Laws of Utah 2013, Chapter
412)
16-18-604
, (Renumbered from 48-1d-604, as enacted by Laws of Utah 2013, Chapter
412)
16-18-605
, (Renumbered from 48-1d-605, as enacted by Laws of Utah 2013, Chapter
412)
16-18-701
, (Renumbered from 48-1d-701, as enacted by Laws of Utah 2013, Chapter
412)
16-18-702
, (Renumbered from 48-1d-702, as enacted by Laws of Utah 2013, Chapter
412)
16-18-703
, (Renumbered from 48-1d-703, as enacted by Laws of Utah 2013, Chapter
412)
16-18-801
, (Renumbered from 48-1d-801, as enacted by Laws of Utah 2013, Chapter
412)
16-18-802
, (Renumbered from 48-1d-802, as enacted by Laws of Utah 2013, Chapter
412)
16-18-803
, (Renumbered from 48-1d-803, as enacted by Laws of Utah 2013, Chapter
412)
16-18-804
, (Renumbered from 48-1d-804, as enacted by Laws of Utah 2013, Chapter
412)
16-18-805
, (Renumbered from 48-1d-805, as enacted by Laws of Utah 2013, Chapter
412)
16-18-901
, (Renumbered from 48-1d-901, as last amended by Laws of Utah 2023,
Chapter 401)
16-18-902
, (Renumbered from 48-1d-902, as last amended by Laws of Utah 2023,
Chapter 401)
16-18-903
, (Renumbered from 48-1d-903, as last amended by Laws of Utah 2023,
Chapter 401)
16-18-904
, (Renumbered from 48-1d-904, as enacted by Laws of Utah 2013, Chapter
412)
16-18-905
, (Renumbered from 48-1d-905, as enacted by Laws of Utah 2013, Chapter
412)
16-18-906
, (Renumbered from 48-1d-906, as enacted by Laws of Utah 2013, Chapter
412)
16-18-907
, (Renumbered from 48-1d-907, as enacted by Laws of Utah 2013, Chapter
412)
16-18-908
, (Renumbered from 48-1d-908, as enacted by Laws of Utah 2013, Chapter
412)
16-18-909
, (Renumbered from 48-1d-909, as last amended by Laws of Utah 2023,
Chapter 401)
16-18-910
, (Renumbered from 48-1d-910, as enacted by Laws of Utah 2013, Chapter
412)
16-18-1001
, (Renumbered from 48-1d-1101, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1002
, (Renumbered from 48-1d-1102, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1101
, (Renumbered from 48-1d-1301, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1102
, (Renumbered from 48-1d-1302, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1103
, (Renumbered from 48-1d-1304, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1104
, (Renumbered from 48-1d-1305, as last amended by Laws of Utah 2014,
Chapter 189)
16-18-1105
, (Renumbered from 48-1d-1306, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1106
, (Renumbered from 48-1d-1307, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1107
, (Renumbered from 48-1d-1308, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1108
, (Renumbered from 48-1d-1309, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1109
, (Renumbered from 48-1d-1310, as last amended by Laws of Utah 2023,
Chapter 401)
16-18-1201
, (Renumbered from 48-1d-1401, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1202
, (Renumbered from 48-1d-1402, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1203
, (Renumbered from 48-1d-1403, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1204
, (Renumbered from 48-1d-1404, as enacted by Laws of Utah 2013,
Chapter 412)
16-18-1205
, (Renumbered from 48-1d-1405, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-101
, (Renumbered from 48-2e-102, as enacted by Laws of Utah 2013, Chapter
412)
16-19-102
, (Renumbered from 48-2e-103, as enacted by Laws of Utah 2013, Chapter
412)
16-19-103
, (Renumbered from 48-2e-104, as enacted by Laws of Utah 2013, Chapter
412)
16-19-104
, (Renumbered from 48-2e-105, as enacted by Laws of Utah 2013, Chapter
412)
16-19-105
, (Renumbered from 48-2e-106, as enacted by Laws of Utah 2013, Chapter
412)
16-19-106
, (Renumbered from 48-2e-107, as enacted by Laws of Utah 2013, Chapter
412)
16-19-107
, (Renumbered from 48-2e-112, as enacted by Laws of Utah 2013, Chapter
412)
16-19-108
, (Renumbered from 48-2e-113, as enacted by Laws of Utah 2013, Chapter
412)
16-19-109
, (Renumbered from 48-2e-114, as enacted by Laws of Utah 2013, Chapter
412)
16-19-110
, (Renumbered from 48-2e-115, as enacted by Laws of Utah 2013, Chapter
412)
16-19-111
, (Renumbered from 48-2e-116, as enacted by Laws of Utah 2013, Chapter
412)
16-19-112
, (Renumbered from 48-2e-118, as enacted by Laws of Utah 2013, Chapter
412)
16-19-201
, (Renumbered from 48-2e-201, as enacted by Laws of Utah 2013, Chapter
412)
16-19-202
, (Renumbered from 48-2e-202, as enacted by Laws of Utah 2013, Chapter
412)
16-19-301
, (Renumbered from 48-2e-301, as enacted by Laws of Utah 2013, Chapter
412)
16-19-302
, (Renumbered from 48-2e-302, as enacted by Laws of Utah 2013, Chapter
412)
16-19-303
, (Renumbered from 48-2e-303, as enacted by Laws of Utah 2013, Chapter
412)
16-19-304
, (Renumbered from 48-2e-304, as enacted by Laws of Utah 2013, Chapter
412)
16-19-305
, (Renumbered from 48-2e-305, as enacted by Laws of Utah 2013, Chapter
412)
16-19-306
, (Renumbered from 48-2e-306, as enacted by Laws of Utah 2013, Chapter
412)
16-19-401
, (Renumbered from 48-2e-401, as enacted by Laws of Utah 2013, Chapter
412)
16-19-402
, (Renumbered from 48-2e-402, as enacted by Laws of Utah 2013, Chapter
412)
16-19-403
, (Renumbered from 48-2e-403, as enacted by Laws of Utah 2013, Chapter
412)
16-19-404
, (Renumbered from 48-2e-404, as enacted by Laws of Utah 2013, Chapter
412)
16-19-405
, (Renumbered from 48-2e-405, as enacted by Laws of Utah 2013, Chapter
412)
16-19-406
, (Renumbered from 48-2e-406, as enacted by Laws of Utah 2013, Chapter
412)
16-19-407
, (Renumbered from 48-2e-407, as enacted by Laws of Utah 2013, Chapter
412)
16-19-408
, (Renumbered from 48-2e-408, as enacted by Laws of Utah 2013, Chapter
412)
16-19-409
, (Renumbered from 48-2e-409, as enacted by Laws of Utah 2013, Chapter
412)
16-19-501
, (Renumbered from 48-2e-501, as enacted by Laws of Utah 2013, Chapter
412)
16-19-502
, (Renumbered from 48-2e-502, as enacted by Laws of Utah 2013, Chapter
412)
16-19-503
, (Renumbered from 48-2e-503, as enacted by Laws of Utah 2013, Chapter
412)
16-19-504
, (Renumbered from 48-2e-504, as enacted by Laws of Utah 2013, Chapter
412)
16-19-505
, (Renumbered from 48-2e-505, as enacted by Laws of Utah 2013, Chapter
412)
16-19-601
, (Renumbered from 48-2e-601, as enacted by Laws of Utah 2013, Chapter
412)
16-19-602
, (Renumbered from 48-2e-602, as enacted by Laws of Utah 2013, Chapter
412)
16-19-603
, (Renumbered from 48-2e-603, as enacted by Laws of Utah 2013, Chapter
412)
16-19-604
, (Renumbered from 48-2e-604, as enacted by Laws of Utah 2013, Chapter
412)
16-19-605
, (Renumbered from 48-2e-605, as enacted by Laws of Utah 2013, Chapter
412)
16-19-606
, (Renumbered from 48-2e-606, as enacted by Laws of Utah 2013, Chapter
412)
16-19-607
, (Renumbered from 48-2e-607, as enacted by Laws of Utah 2013, Chapter
412)
16-19-701
, (Renumbered from 48-2e-701, as enacted by Laws of Utah 2013, Chapter
412)
16-19-702
, (Renumbered from 48-2e-702, as enacted by Laws of Utah 2013, Chapter
412)
16-19-703
, (Renumbered from 48-2e-703, as enacted by Laws of Utah 2013, Chapter
412)
16-19-704
, (Renumbered from 48-2e-704, as enacted by Laws of Utah 2013, Chapter
412)
16-19-801
, (Renumbered from 48-2e-801, as last amended by Laws of Utah 2023,
Chapter 401)
16-19-802
, (Renumbered from 48-2e-802, as last amended by Laws of Utah 2023,
Chapter 401)
16-19-803
, (Renumbered from 48-2e-803, as last amended by Laws of Utah 2023,
Chapter 401)
16-19-804
, (Renumbered from 48-2e-804, as enacted by Laws of Utah 2013, Chapter
412)
16-19-805
, (Renumbered from 48-2e-805, as enacted by Laws of Utah 2013, Chapter
412)
16-19-806
, (Renumbered from 48-2e-806, as enacted by Laws of Utah 2013, Chapter
412)
16-19-807
, (Renumbered from 48-2e-807, as enacted by Laws of Utah 2013, Chapter
412)
16-19-808
, (Renumbered from 48-2e-808, as last amended by Laws of Utah 2023,
Chapter 401)
16-19-809
, (Renumbered from 48-2e-809, as enacted by Laws of Utah 2013, Chapter
412)
16-19-810
, (Renumbered from 48-2e-813, as enacted by Laws of Utah 2013, Chapter
412)
16-19-901
, (Renumbered from 48-2e-1001, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-902
, (Renumbered from 48-2e-1002, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-903
, (Renumbered from 48-2e-1003, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-904
, (Renumbered from 48-2e-1004, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-905
, (Renumbered from 48-2e-1005, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-906
, (Renumbered from 48-2e-1006, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-1001
, (Renumbered from 48-2e-1201, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-1002
, (Renumbered from 48-2e-1202, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-1003
, (Renumbered from 48-2e-1203, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-1004
, (Renumbered from 48-2e-1204, as enacted by Laws of Utah 2013,
Chapter 412)
16-19-1005
, (Renumbered from 48-2e-1205, as enacted by Laws of Utah 2013,
Chapter 412)
16-20-101
, (Renumbered from 48-3a-102, as enacted by Laws of Utah 2013, Chapter
412)
16-20-102
, (Renumbered from 48-3a-103, as enacted by Laws of Utah 2013, Chapter
412)
16-20-103
, (Renumbered from 48-3a-104, as enacted by Laws of Utah 2013, Chapter
412)
16-20-104
, (Renumbered from 48-3a-105, as enacted by Laws of Utah 2013, Chapter
412)
16-20-105
, (Renumbered from 48-3a-106, as enacted by Laws of Utah 2013, Chapter
412)
16-20-106
, (Renumbered from 48-3a-107, as enacted by Laws of Utah 2013, Chapter
412)
16-20-107
, (Renumbered from 48-3a-112, as enacted by Laws of Utah 2013, Chapter
412)
16-20-108
, (Renumbered from 48-3a-113, as enacted by Laws of Utah 2013, Chapter
412)
16-20-109
, (Renumbered from 48-3a-114, as enacted by Laws of Utah 2013, Chapter
412)
16-20-110
, (Renumbered from 48-3a-116, as enacted by Laws of Utah 2013, Chapter
412)
16-20-201
, (Renumbered from 48-3a-201, as enacted by Laws of Utah 2013, Chapter
412)
16-20-202
, (Renumbered from 48-3a-202, as enacted by Laws of Utah 2013, Chapter
412)
16-20-301
, (Renumbered from 48-3a-301, as enacted by Laws of Utah 2013, Chapter
412)
16-20-302
, (Renumbered from 48-3a-302, as enacted by Laws of Utah 2013, Chapter
412)
16-20-303
, (Renumbered from 48-3a-303, as enacted by Laws of Utah 2013, Chapter
412)
16-20-304
, (Renumbered from 48-3a-304, as enacted by Laws of Utah 2013, Chapter
412)
16-20-401
, (Renumbered from 48-3a-401, as enacted by Laws of Utah 2013, Chapter
412)
16-20-402
, (Renumbered from 48-3a-402, as enacted by Laws of Utah 2013, Chapter
412)
16-20-403
, (Renumbered from 48-3a-403, as enacted by Laws of Utah 2013, Chapter
412)
16-20-404
, (Renumbered from 48-3a-404, as enacted by Laws of Utah 2013, Chapter
412)
16-20-405
, (Renumbered from 48-3a-405, as enacted by Laws of Utah 2013, Chapter
412)
16-20-406
, (Renumbered from 48-3a-406, as enacted by Laws of Utah 2013, Chapter
412)
16-20-407
, (Renumbered from 48-3a-407, as enacted by Laws of Utah 2013, Chapter
412)
16-20-408
, (Renumbered from 48-3a-408, as enacted by Laws of Utah 2013, Chapter
412)
16-20-409
, (Renumbered from 48-3a-409, as enacted by Laws of Utah 2013, Chapter
412)
16-20-410
, (Renumbered from 48-3a-410, as enacted by Laws of Utah 2013, Chapter
412)
16-20-501
, (Renumbered from 48-3a-501, as enacted by Laws of Utah 2013, Chapter
412)
16-20-502
, (Renumbered from 48-3a-502, as enacted by Laws of Utah 2013, Chapter
412)
16-20-503
, (Renumbered from 48-3a-503, as enacted by Laws of Utah 2013, Chapter
412)
16-20-504
, (Renumbered from 48-3a-504, as enacted by Laws of Utah 2013, Chapter
412)
16-20-601
, (Renumbered from 48-3a-601, as enacted by Laws of Utah 2013, Chapter
412)
16-20-602
, (Renumbered from 48-3a-602, as enacted by Laws of Utah 2013, Chapter
412)
16-20-603
, (Renumbered from 48-3a-603, as enacted by Laws of Utah 2013, Chapter
412)
16-20-701
, (Renumbered from 48-3a-701, as last amended by Laws of Utah 2024,
Chapter 165)
16-20-702
, (Renumbered from 48-3a-702, as last amended by Laws of Utah 2023,
Chapter 401)
16-20-703
, (Renumbered from 48-3a-703, as last amended by Laws of Utah 2023,
Chapter 401)
16-20-704
, (Renumbered from 48-3a-704, as last amended by Laws of Utah 2023,
Chapter 401)
16-20-705
, (Renumbered from 48-3a-705, as enacted by Laws of Utah 2013, Chapter
412)
16-20-706
, (Renumbered from 48-3a-706, as enacted by Laws of Utah 2013, Chapter
412)
16-20-707
, (Renumbered from 48-3a-707, as last amended by Laws of Utah 2023,
Chapter 401)
16-20-708
, (Renumbered from 48-3a-711, as enacted by Laws of Utah 2013, Chapter
412)
16-20-801
, (Renumbered from 48-3a-801, as enacted by Laws of Utah 2013, Chapter
412)
16-20-802
, (Renumbered from 48-3a-802, as enacted by Laws of Utah 2013, Chapter
412)
16-20-803
, (Renumbered from 48-3a-803, as enacted by Laws of Utah 2013, Chapter
412)
16-20-804
, (Renumbered from 48-3a-804, as enacted by Laws of Utah 2013, Chapter
412)
16-20-805
, (Renumbered from 48-3a-805, as enacted by Laws of Utah 2013, Chapter
412)
16-20-806
, (Renumbered from 48-3a-806, as enacted by Laws of Utah 2013, Chapter
412)
42-2-103
, (Renumbered from 42-2-7, as last amended by Laws of Utah 1988, Chapter
222)
42-2-104
, (Renumbered from 42-2-9, as last amended by Laws of Utah 2002, Chapter
318)
42-2-105
, (Renumbered from 42-2-6.6, as last amended by Laws of Utah 2024,
Chapter 102)
REPEALS:
16-6a-105
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-106
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-108
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-109
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-110
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-401
, as last amended by Laws of Utah 2023, Chapter 458
16-6a-402
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1101
, as last amended by Laws of Utah 2006, Chapter 228
16-6a-1102
, as last amended by Laws of Utah 2006, Chapter 228
16-6a-1103
, as last amended by Laws of Utah 2006, Chapter 228
16-6a-1104
, as last amended by Laws of Utah 2006, Chapter 228
16-6a-1105
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-1410
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-1411
, as last amended by Laws of Utah 2009, Chapter 386
16-6a-1412
, as last amended by Laws of Utah 2024, Chapter 232
16-6a-1413
, as last amended by Laws of Utah 2009, Chapter 386
16-6a-1501
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1502
, as last amended by Laws of Utah 2008, Chapter 382
16-6a-1503
, as last amended by Laws of Utah 2024, Chapter 102
16-6a-1504
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-1505
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1506
, as last amended by Laws of Utah 2002, Chapter 197
16-6a-1507
, as last amended by Laws of Utah 2002, Chapter 197
16-6a-1510
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1511
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1512
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1513
, as last amended by Laws of Utah 2023, Chapter 191
16-6a-1514
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-1515
, as last amended by Laws of Utah 2008, Chapter 364
16-6a-1516
, as last amended by Laws of Utah 2009, Chapter 386
16-6a-1517
, as last amended by Laws of Utah 2008, Chapter 382
16-6a-1518
, as enacted by Laws of Utah 2000, Chapter 300
16-6a-1607
, as last amended by Laws of Utah 2008, Chapter 364
16-7-13
, as last amended by Laws of Utah 2000, Chapter 300
16-10a-120
, as last amended by Laws of Utah 2010, Chapter 378
16-10a-121
, as enacted by Laws of Utah 1992, Chapter 277
16-10a-123
, as enacted by Laws of Utah 1992, Chapter 277
16-10a-124
, as enacted by Laws of Utah 1992, Chapter 277
16-10a-125
, as last amended by Laws of Utah 2008, Chapter 364
16-10a-126
, as last amended by Laws of Utah 2023, Chapter 401
16-10a-401
, as last amended by Laws of Utah 2023, Chapter 458
16-10a-402
, as last amended by Laws of Utah 2014, Chapter 189
16-10a-1101
, as last amended by Laws of Utah 2011, Chapter 244
16-10a-1102
, as last amended by Laws of Utah 2010, Chapter 378
16-10a-1106
, as last amended by Laws of Utah 2014, Chapter 189
16-10a-1107
, as last amended by Laws of Utah 2011, Chapter 244
16-10a-1420
, as last amended by Laws of Utah 2008, Chapter 364
16-10a-1421
, as last amended by Laws of Utah 2009, Chapter 386
16-10a-1422
, as last amended by Laws of Utah 2024, Chapter 232
16-10a-1423
, as last amended by Laws of Utah 2009, Chapter 386
16-10a-1501
, as last amended by Laws of Utah 1996, Chapter 79
16-10a-1502
, as last amended by Laws of Utah 1993, Chapter 184
16-10a-1503
, as last amended by Laws of Utah 2010, Chapter 43
16-10a-1504
, as last amended by Laws of Utah 2008, Chapter 364
16-10a-1505
, as enacted by Laws of Utah 1992, Chapter 277
16-10a-1506
, as last amended by Laws of Utah 2010, Chapter 378
16-10a-1507
, as last amended by Laws of Utah 2010, Chapter 378
16-10a-1510
, as last amended by Laws of Utah 2010, Chapter 378
16-10a-1511
, as last amended by Laws of Utah 1999, Chapter 220
16-10a-1520
, as last amended by Laws of Utah 2023, Chapter 191
16-10a-1521
, as last amended by Laws of Utah 2008, Chapter 364
16-10a-1530
, as last amended by Laws of Utah 2008, Chapter 364
16-10a-1531
, as last amended by Laws of Utah 2009, Chapter 386
16-10a-1532
, as last amended by Laws of Utah 2023, Chapter 401
16-10a-1533
, as last amended by Laws of Utah 2010, Chapter 378
16-10a-1607
, as last amended by Laws of Utah 2010, Chapter 378
16-11-16
, as last amended by Laws of Utah 2023, Chapter 458
16-15-103
, as enacted by Laws of Utah 1995, Chapter 310
16-15-105
, as last amended by Laws of Utah 2009, Chapter 183
16-15-109
, as last amended by Laws of Utah 2008, Chapter 364
16-16-111
, as last amended by Laws of Utah 2018, Chapter 281
16-16-112
, as last amended by Laws of Utah 2010, Chapter 378
16-16-201
, as last amended by Laws of Utah 2010, Chapter 378
16-16-203
, as last amended by Laws of Utah 2010, Chapter 378
16-16-207
, as last amended by Laws of Utah 2010, Chapter 378
16-16-208
, as last amended by Laws of Utah 2009, Chapter 183
16-16-1212
, as last amended by Laws of Utah 2024, Chapter 232
16-16-1601
, as enacted by Laws of Utah 2008, Chapter 363
16-16-1602
, as last amended by Laws of Utah 2010, Chapter 378
16-16-1603
, as last amended by Laws of Utah 2010, Chapter 378
16-16-1604
, as last amended by Laws of Utah 2010, Chapter 378
16-16-1605
, as enacted by Laws of Utah 2008, Chapter 363
16-16-1606
, as last amended by Laws of Utah 2010, Chapter 378
16-16-1607
, as last amended by Laws of Utah 2010, Chapter 378
16-16-1608
, as last amended by Laws of Utah 2010, Chapter 378
16-16-1609
, as last amended by Laws of Utah 2010, Chapter 378
16-16-1610
, as enacted by Laws of Utah 2008, Chapter 363
16-16-1611
, as enacted by Laws of Utah 2008, Chapter 363
16-16-1612
, as enacted by Laws of Utah 2008, Chapter 363
16-17-101
, as enacted by Laws of Utah 2008, Chapter 364
16-17-102
, as last amended by Laws of Utah 2013, Chapter 412
16-17-201
, as last amended by Laws of Utah 2009, Chapter 183
16-17-202
, as last amended by Laws of Utah 2010, Chapter 378
16-17-203
, as last amended by Laws of Utah 2010, Chapter 378
16-17-204
, as last amended by Laws of Utah 2010, Chapter 378
16-17-205
, as enacted by Laws of Utah 2008, Chapter 364
16-17-206
, as enacted by Laws of Utah 2008, Chapter 364
16-17-207
, as enacted by Laws of Utah 2008, Chapter 364
16-17-208
, as enacted by Laws of Utah 2008, Chapter 364
16-17-209
, as last amended by Laws of Utah 2018, Chapter 149
16-17-210
, as last amended by Laws of Utah 2010, Chapter 378
16-17-301
, as last amended by Laws of Utah 2010, Chapter 378
16-17-302
, as enacted by Laws of Utah 2008, Chapter 364
16-17-401
, as enacted by Laws of Utah 2008, Chapter 364
16-17-402
, as last amended by Laws of Utah 2010, Chapter 378
16-17-403
, as enacted by Laws of Utah 2008, Chapter 364
16-17-404
, as enacted by Laws of Utah 2008, Chapter 364
42-2-5
, as last amended by Laws of Utah 2015, Chapter 341
42-2-6
, as last amended by Laws of Utah 1984, Chapter 66
42-2-8
, as last amended by Laws of Utah 1987, Chapter 66
42-2-10
, as last amended by Laws of Utah 2009, Chapter 183
48-1c-101
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-101
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-109
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-110
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-111
, as last amended by Laws of Utah 2023, Chapter 401
48-1d-112
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-113
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-114
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-115
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-116
, as last amended by Laws of Utah 2023, Chapter 401
48-1d-117
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1001
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1002
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1003
, as last amended by Laws of Utah 2023, Chapter 401
48-1d-1004
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1005
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1006
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1007
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1008
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1021
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1022
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1023
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1024
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1025
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1026
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1031
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1032
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1033
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1034
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1035
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1036
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1041
, as last amended by Laws of Utah 2015, Chapter 227
48-1d-1042
, as last amended by Laws of Utah 2015, Chapter 227
48-1d-1043
, as last amended by Laws of Utah 2015, Chapter 227
48-1d-1044
, as last amended by Laws of Utah 2015, Chapter 227
48-1d-1045
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1046
, as last amended by Laws of Utah 2015, Chapter 227
48-1d-1051
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1052
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1053
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1054
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1055
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1056
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1103
, as last amended by Laws of Utah 2024, Chapter 232
48-1d-1104
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1105
, as last amended by Laws of Utah 2023, Chapter 458
48-1d-1106
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1107
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1108
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1109
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1201
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1202
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1203
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1204
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1205
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1206
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1207
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1208
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1209
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1210
, as enacted by Laws of Utah 2013, Chapter 412
48-1d-1303
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-108
, as last amended by Laws of Utah 2023, Chapter 458
48-2e-109
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-110
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-111
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-203
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-204
, as last amended by Laws of Utah 2023, Chapter 401
48-2e-205
, as last amended by Laws of Utah 2015, Chapter 227
48-2e-206
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-207
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-208
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-209
, as last amended by Laws of Utah 2023, Chapter 401
48-2e-210
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-211
, as last amended by Laws of Utah 2018, Chapter 149
48-2e-212
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-811
, as last amended by Laws of Utah 2024, Chapter 232
48-2e-812
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-901
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-902
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-903
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-904
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-905
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-906
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-907
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-908
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-909
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-910
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1101
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1102
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1103
, as last amended by Laws of Utah 2023, Chapter 401
48-2e-1104
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1105
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1106
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1107
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1108
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1121
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1122
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1123
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1124
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1125
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1126
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1131
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1132
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1133
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1134
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1135
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1136
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1141
, as last amended by Laws of Utah 2015, Chapter 227
48-2e-1142
, as last amended by Laws of Utah 2015, Chapter 227
48-2e-1143
, as last amended by Laws of Utah 2015, Chapter 227
48-2e-1144
, as last amended by Laws of Utah 2015, Chapter 227
48-2e-1145
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1146
, as last amended by Laws of Utah 2015, Chapter 227
48-2e-1151
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1152
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1153
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1154
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1155
, as enacted by Laws of Utah 2013, Chapter 412
48-2e-1156
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-108
, as last amended by Laws of Utah 2023, Chapter 458
48-3a-109
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-110
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-111
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-203
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-204
, as last amended by Laws of Utah 2023, Chapter 401
48-3a-205
, as last amended by Laws of Utah 2015, Chapter 227
48-3a-206
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-207
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-208
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-209
, as last amended by Laws of Utah 2023, Chapter 401
48-3a-210
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-211
, as last amended by Laws of Utah 2018, Chapter 149
48-3a-212
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-708
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-709
, as last amended by Laws of Utah 2024, Chapter 232
48-3a-710
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-901
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-902
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-903
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-904
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-905
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-906
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-907
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-908
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-909
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-910
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-911
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-912
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1001
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1002
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1003
, as last amended by Laws of Utah 2023, Chapter 401
48-3a-1004
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1005
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1006
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1007
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1008
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1021
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1022
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1023
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1024
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1025
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1026
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1031
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1032
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1033
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1034
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1035
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1036
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1041
, as last amended by Laws of Utah 2015, Chapter 227
48-3a-1042
, as last amended by Laws of Utah 2015, Chapter 227
48-3a-1043
, as last amended by Laws of Utah 2015, Chapter 227
48-3a-1044
, as last amended by Laws of Utah 2015, Chapter 227
48-3a-1045
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1046
, as last amended by Laws of Utah 2015, Chapter 227
48-3a-1051
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1052
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1053
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1054
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1055
, as enacted by Laws of Utah 2013, Chapter 412
48-3a-1056
, as enacted by Laws of Utah 2013, Chapter 412
48-4-105
, as enacted by Laws of Utah 2018, Chapter 201
48-5-105
, as last amended by Laws of Utah 2024, Chapter 161
48-5-107
, as enacted by Laws of Utah 2023, Chapter 85
48-5-108
, as enacted by Laws of Utah 2023, Chapter 85
48-5-204
, as enacted by Laws of Utah 2023, Chapter 85
Be it enacted by the Legislature of the state of Utah:
Section 1. Section
13-1a-101
is enacted to read:
1. General Provisions
13-1a-101
. Definitions.
As used in this chapter:
(1)
"Director" means the director of the division appointed in accordance with Section
13-1a-103
.
(2)
"Division" means the Division of Corporations and Commercial Code created in Section
13-1a-102
.
(3)
"Executive director" means the executive director of the Department of Commerce
appointed under Section
13-1-3
.
Section 2. Section
13-1a-102
, which is renumbered from Section 13-1a-1 is renumbered
and amended to read:
13-1a-1
13-1a-102
. Creation of division -- Responsibilities.
(1)
There is established within the Department of

Commerce the Division of
Corporations and Commercial Code
which
that
is responsible for corporation and
commercial code filings in this state.
(2)
The division shall administer:
(a)
Section
41-12a-505
;
(b)
Section
56-1-3
;
(c)
Section
56-1-10
;
(d)
Section
63G-7-401
;
(e)
Title 3, Chapter 1, General Provisions Relating to Agricultural Cooperative
Associations;
(f)
Title 16, Business Entities;
(g)
Title 42, Chapter 2, Conducting Business as a D.B.A.;
(h)
Title 70, Chapter 3a, Registration and Protection of Trademarks and Service Marks
Act; and
(i)
Title 70A, Uniform Commercial Code.
Section 3. Section
13-1a-103
, which is renumbered from Section 13-1a-2 is renumbered
and amended to read:
13-1a-2
13-1a-103
. Director to supervise division -- Appointment.
(1)
The division shall be under the supervision, direction, and control of a director.

(2)
The director shall be appointed by the
The
executive director
of the Department of
Commerce
,
with the approval of the governor
, shall appoint the director
.

(3)
The director shall hold office at the
pleasure
discretion
of the governor.
Section 4. Section
13-1a-104
, which is renumbered from Section 13-1a-3 is renumbered
and amended to read:
13-1a-3
13-1a-104
. Employment and compensation of personnel --
Compensation of director.
(1)
The director, with the approval of the executive director, may employ personnel
necessary to carry out the duties and responsibilities of the division at salaries
established by
the executive director
establishes
according to standards
established by
that
the Division of Human Resource Management
establishes
.

(2)
The executive director shall establish the salary of the director according to standards
established by
that
the Division of Human Resource Management
establishes
.
Section 5. Section
13-1a-105
, which is renumbered from Section 13-1a-4 is renumbered
and amended to read:
13-1a-4
13-1a-105
. Annual budget.
On or before
the
1st day of October
October 1
each year, the director shall prepare
and submit to the executive director an annual budget of the administrative expenses of the
division.
Section 6. Section
13-1a-106
, which is renumbered from Section 13-1a-5 is renumbered
and amended to read:
13-1a-5
13-1a-106
. Authority of director.
The director
has authority
may
:
(1)
to
make rules in accordance with
Title 63G, Chapter 3, Utah Administrative
Rulemaking Act
, to administer the responsibilities of the division;
(2)
to
investigate, upon
receiving a
complaint, the corporation and commercial code
filings and compliance governed by
the laws administered and enforced by the division
a law the division administers and enforces
;
and
(3)
under the provisions of
Title 63G, Chapter 4, Administrative Procedures Act
, to take
administrative action against persons in violation of the division rules and the laws
administered by it, including the issuance of cease and desist orders.
(3)
bring an administrative or civil action in a court with jurisdiction;
(4)
in accordance with Title 63G, Chapter 4, Administrative Procedures Act:
(a)
take administrative action against a person that violates a division rule or a law that
the division administers, including issuing a cease and desist order; and
(b)
hold or cause to be held administrative hearings regarding a matter affecting:
(i)
the division; or
(ii)
the incorporation or registration activities of a business governed by a law
administered by the division;
(5)
for a purpose described in this chapter or any chapter the division administers:
(a)
administer an oath;
(b)
issue a subpoena;
(c)
compel the attendance of a witness; and
(d)
compel the production of papers, books, accounts, documents, and evidence; and
(6)
designate an individual to carry out an action described in Subsection
(5)
.
Section 7. Section
13-1a-107
, which is renumbered from Section 13-1a-6 is renumbered
and amended to read:
13-1a-6
13-1a-107
. Powers of Division of Corporations and Commercial Code
-- Document retention.
(1)
The
Division of Corporations and Commercial Code shall have
division has
the power
and authority reasonably necessary to enable
it
the division to:
(a)
to
efficiently administer
the laws and rules
each law and rule
for which
it
the
division
is responsible
;
and
(b)
to
perform the duties imposed upon
it
the division
by law.
(2)
The division
has authority
may,
under
Title 63G, Chapter 3, Utah Administrative
Rulemaking Act
,
to
make rules and procedures for the processing, retention, and
disposal of filed documents to efficiently utilize electronic and computerized document
image storage and retrieval.
(3)
Notwithstanding the provisions of Section
63A-12-105
, original documents filed in the
division offices
may
are
not
be
considered property of the state if
the division retains
electronic image reproductions
thereof which
of the original documents that
comply
with the provisions of
Title 63G, Chapter 2, Government Records Access and
Management Act
, are retained by the division
.
(4)
(a)
The division shall offer to sell or license to the public on a nonexclusive basis, in
bulk or through subscription, copies of each filed record in every medium available
to the filing office.
(b)
The division may charge a fee for subscription data services and bulk data sales in
accordance with Section
63J-1-504
.
Section 8. Section
13-1a-108
, which is renumbered from Section 13-1a-7 is renumbered
and amended to read:
13-1a-7
13-1a-108
. Hearing powers.
(1)
The director, in accordance with
Title 63G, Chapter 4, Administrative Procedures Act
,
may hold or cause to be held
an
administrative
hearings
hearing
regarding
any
a

matter affecting the division or the incorporation or registration activities of
any
a

business governed by the laws
administered by
the division
administers
.
(2)
The director or the director's designee, for the purposes outlined in this chapter or
any
a

chapter administered by the division, may administer oaths, issue subpoenas, compel the
attendance of witnesses, and compel the production of papers, books, accounts,
documents, and evidence.
Section 9. Section
13-1a-109
, which is renumbered from Section 13-1a-8 is renumbered
and amended to read:
13-1a-8
13-1a-109
. Violation of an administrative order, a restraining order, or
an injunctive order -- Civil penalty.
If
any
a person violates an administrative order, a
restraining order
,
or
an
injunction
issued
that the division issues
under this chapter
is violated,
and the person receives notice of
the administrative order, restraining order, or injunction,
the division may submit a motion for,
or
the court on its own motion
a court with jurisdiction
may impose, a civil penalty of not
more than $100 for each day
a person violates an administrative order,
a restraining order,
preliminary injunction, or permanent injunction
issued
that the division issues
under this
chapter
is violated, if the party has received notice of the restraining order or injunction
.
Section 10. Section
13-1a-110
, which is renumbered from Section 13-1a-9 is renumbered
and amended to read:
13-1a-9
13-1a-110
. Fees of Division of Corporations and Commercial Code.
(1)
In addition to the fees
prescribed by
described in

Title 16, Chapter 6a, Utah
Revised Nonprofit Corporation Act
, and
Title 16, Chapter 10a, Utah Revised Business
Corporation Act
, the
Division of Corporations and Commercial Code
division
shall
receive and determine fees
pursuant to
in accordance with
Section
63J-1-504
for filing
articles of incorporation or amendments
of
for:
(a)
insurance corporations,
an insurance corporation;
(b)
of
a
canal or irrigation
corporations
corporation
organized for furnishing water to
lands owned
exclusively
by the members
thereof exclusively,
of the canal or
irrigation corporation;
or
(c)
of
a
water users'
associations
association:
(i)
organized in conformity with the requirements of the United States under the
Reclamation Act of June 17, 1902
,
;
and
(ii)

which are
that is
authorized to furnish water only to
their
the water users'
association's
stockholders.
(2)
No
The division may not impose a
license fee
may be imposed on insurance
corporations, canal or irrigation corporations organized for furnishing water to lands
owned by the members thereof exclusively, or water users' associations organized in
conformity with the requirements of the United States under the Reclamation Act of
June 17, 1902, and which are authorized to furnish water only to the stockholders
on an
entity described in Subsections
(1)(a)
though (c)
at the time
any such corporation
the
entity
files
its
the entity's
articles of incorporation, articles of amendment increasing the
number of authorized shares, or articles of merger or consolidation
, any provision of
Title 16, Chapter 10a, Utah Revised Business Corporation Act
, to the contrary
notwithstanding
.
Section 11. Section
16-1a-101
is enacted to read:
16. Business Entities
1a. Provisions Applicable to All Business Entities
1. General Provisions
16-1a-101
. Definitions.
As used in this chapter:
(1)
(a)
"Acquired entity" means an entity acquired by another entity in an interest
exchange.
(b)
"Acquired entity" includes all of one or more classes or series of interests belonging
to the entity that the other entity acquires.
(2)
"Acquiring entity" means the entity that acquires all of one or more classes or series of
interests of the acquired entity in an interest exchange.
(3)
(a)
"Address" means a location where the United States Postal Service may deliver
mail.
(b)
"Address" includes:
(i)
a post office box number;
(ii)
a rural free delivery route number; and
(iii)
a street name and number.
(4)
"Appointment of agent" means a statement appointing an agent for service of process
filed by a domestic filing entity, a registered foreign entity, or a D.B.A. registered under
Title 42, Chapter 2, Conducting Business as a D.B.A.
(5)
"Approve" means an entity's governors and interest holders taking steps required under
the entity's organic rules, organic law, and other law to:
(a)
propose a transaction subject to this title;
(b)
adopt and approve the terms and conditions of the transaction; and
(c)
conduct required proceedings or otherwise obtain a required vote or consent of the
governors or interest holders.
(6)
(a)
"Articles of incorporation" means a document that a person files to establish a
domestic corporation.
(b)
"Articles of incorporation" includes:
(i)
amended articles of incorporation;
(ii)
restated articles of incorporation;
(iii)
articles of merger; and
(iv)
a substantially similar document to the documents described in Subsections
(6)(b)(i)
through (iii).
(7)
"Assumed corporate name" means the same as that term is defined in Section
16-10a-102
.
(8)
"Beneficiary" means a person holding a certificate representing a beneficial interest in a
trust estate and assets.
(9)
"Benefit company" means a limited liability company that elects to become subject to
Chapter 21, Benefit Limited Liability Company Act, and the business corporation's
status as a benefit company has not terminated.
(10)
"Benefit corporation" means a business corporation that elects to become subject to
Chapter 10b, Benefit Corporation Act, and the status of the business corporation as a
benefit corporation has not terminated.
(11)
(a)
"Board of directors" means the body authorized to manage the affairs of a
domestic corporation or a foreign corporation.
(b)
"Board of directors" does not include an individual who is delegated power under
Subsection
16-6a-801(2)
or
16-10a-801(2)
.
(12)
"Business corporation" means a corporation formed under:
(a)
Chapter 10a, Utah Revised Business Corporation Act;
(b)
Chapter 10b, Benefit Corporation Act; or
(c)
Chapter 11, Professional Corporation Act.
(13)
"Business trust" means an entity:
(a)
engaged in a trade or business; and
(b)
created by a declaration of trust that transfers property to trustees, that the trustees
will hold and manage for the benefit of one or more beneficiary.
(14)
(a)
"Bylaws" means:
(i)
one or more code of rules, other than the articles of incorporation, adopted under
this title, for the regulation or management of the affairs of a domestic corporation
or foreign corporation;
(ii)
the procedural rules and regulations that govern:
(A)
a decentralized autonomous organization organized under Chapter 22,
Decentralized Autonomous Organization Act; and
(B)
the interaction of the decentralized autonomous organization's members and
participants; or
(iii)
the articles of organization of a limited cooperative association required by
Section
16-16-302
.
(b)
"Bylaws" includes amended bylaws and restated bylaws.
(15)
(a)
"Certificate of limited partnership" means a document a person files to establish
a domestic limited partnership.
(b)
"Certificate of limited partnership" includes the certificate of limited partnership as
amended or restated.
(16)
(a)
"Certificate of organization" means a document a person files to establish a
domestic limited liability company.
(b)
"Certificate of organization" includes a certificate of organization as amended or
restated.
(17)
"Class" means a group of memberships with a right that, with respect to voting,
dissolution, redemption, transfer, or other similar characteristics, is determined to be the
same right by using a formula applied uniformly to a group of memberships.
(18)
"Commercial registered agent" means an individual or a domestic entity or foreign
entity described in Section
16-1a-405
.
(19)
"Contribution" means a property or a benefit described in Section
16-18-501
,
16-19-501
, or
16-20-402
or Chapter 16, Part 10, Contributions, Allocations, and
Distributions, that a person provides to a limited liability company, limited partnership,
partnership, or limited cooperative association.
(20)
"Control" means the direct or indirect possession of the power to direct or cause the
direction of the management and policies of an entity, whether through the ownership of
voting shares, by contract, or other means.
(21)
"Conversion" means a transaction described in Part 9, Conversion.
(22)
"Converted entity" means a converting entity as the converting entity continues in
existence after a conversion.
(23)
"Converting entity" means:
(a)
a domestic entity that approves a plan of conversion in accordance with Section
16-1a-904
; or
(b)
a foreign entity that approves a conversion in accordance with the law of the foreign
entity's jurisdiction of formation.
(24)
"Cooperative" means a limited cooperative association or an entity organized under a
cooperative law of a jurisdiction.
(25)
"Cooperative nonprofit corporation" means a nonprofit corporation organized or
existing under Section
16-6a-207
.
(26)
"Corporate name" means:
(a)
the name of a domestic corporation or a domestic nonprofit corporation as stated in
the domestic corporation's or domestic nonprofit corporation's articles of
incorporation; or
(b)
the name of a foreign corporation or a foreign nonprofit corporation as stated in the
foreign corporation's or foreign nonprofit corporation's articles of incorporation.
(27)
"Corporation" means a nonprofit corporation or a business corporation.
(28)
"D.B.A." means a name that complies with the requirements of Title
42, Chapter 2
,
Conducting Business as a D.B.A.
(29)
"Decentralized autonomous organization" means the same as that term is defined in
Section
16-22-101
.
(30)
"Delegate" means a person elected or appointed to vote in a representative assembly:
(a)
for the election of a director; or
(b)
on a matter other than the election of a director.
(31)
"Designation of agent" means a statement designating a registered agent delivered to
the division for filing in accordance with Section
16-1a-411
by a nonregistered foreign
entity or a nonfiling domestic entity.
(32)
"Director" means a member of the board of directors.
(33)
(a)
"Distribution" means:
(i)
for an entity formed under Chapter 6a, Utah Revised Nonprofit Corporation Act,
the payment of a dividend or a part of the income or profit of a nonprofit
corporation to the nonprofit corporation's members, directors, or officers;
(ii)
for an entity formed under Chapter 16, Uniform Limited Cooperative Association
Act, except as provided in Subsection
16-16-1007(5)
, a transfer of money or other
property from a limited cooperative association to a member because of the
member's financial rights or to a transferee of a member's financial rights; or
(iii)
for an entity formed under Chapter 18, Utah Uniform Partnership Act, through
Chapter 22, Decentralized Autonomous Organization Act, a transfer of money or
other property from a limited liability company, limited partnership, or partnership
to a person because of a transferable interest or in the person's capacity as a
member.
(b)
"Distribution" includes:
(i)
a redemption or other purchase by a limited liability company, limited partnership,
or partnership of a transferable interest; and
(ii)
a transfer to a member or partner in return for the member's or partner's
relinquishing any right:
(A)
to participate as a member or partner in the management or conduct of the
entity's activities and affairs; or
(B)
to have access to a record or other information concerning the entity's
activities and affairs.
(c)
"Distribution" does not include:
(i)
a fair-value payment for a good sold or a service received;
(ii)
reasonable compensation for present or past service; or
(iii)
a payment made in the ordinary course of business under a bona fide retirement
plan or other bona fide benefits program.
(34)
"Distributional interest" means a person's right under an unincorporated entity's
organic law and organic rules to receive distributions from the unincorporated entity.
(35)
"Division" means the Division of Corporations and Commercial Code established by
Section
13-1a-102
.
(36)
"Domestic" means, with respect to an entity, that the laws of this state govern the
entity's internal affairs.
(37)
"Domestic entity" means an entity whose internal affairs are governed by the laws of
this state.
(38)
"Domesticated entity" means a domesticating entity as the domesticating entity
continues in existence after a domestication.
(39)
"Domesticating entity" means:
(a)
a domestic entity that approves a plan of domestication in accordance with Section
16-1a-1004
; or
(b)
a foreign entity that approves a domestication in accordance with the law of the
foreign entity's jurisdiction of formation.
(40)
"Domestication" means a transaction authorized under Part 10, Domestication.
(41)
(a)
"Entity" means:
(i)
a business corporation;
(ii)
a nonprofit corporation;
(iii)
a partnership;
(iv)
a decentralized autonomous organization;
(v)
a limited liability partnership;
(vi)
a limited partnership;
(vii)
a limited liability limited partnership;
(viii)
a limited liability company;
(ix)
a limited cooperative association;
(x)
an unincorporated nonprofit association;
(xi)
a statutory trust, business trust, or common-law business trust; or
(xii)
another person that has:
(A)
a legal existence separate from an interest holder of that person; or
(B)
the power to acquire an interest in real property in the person's own name.
(b)
"Entity" does not include:
(i)
an individual;
(ii)
a trust with a predominantly donative purpose;
(iii)
a charitable trust;
(iv)
an association or relationship that is not a partnership solely by reason of
Subsection
16-18-202(3)
or a similar provision of the law of another jurisdiction;
(v)
a decedent's estate; or
(vi)
a government or a governmental subdivision, agency, or instrumentality.
(42)
"Filing entity" means an entity that is created by the filing of a public organic
document.
(43)
(a)
"Financial right" means the right to participate in an allocation and distribution
as provided in Chapter 16, Part 10, Contributions, Allocations, and Distributions.
(b)
"Financial right" does not include a right or obligation in a marketing contract as
provided in Chapter 16, Part 7, Marketing Contracts.
(44)
"Foreign entity" means an entity whose internal affairs are governed by the laws of
another state, tribe, or country.
(45)
"Foreign registration statement" means a document filed to allow a foreign entity the
ability to transact business in this state.
(46)
"General partner" means the same as that term is defined in Section
16-19-101
.
(47)
"Governance interest" means, for a person other than a governor, an agent, an assignee,
or a proxy, the right under the organic law or organic rules of an entity to:
(a)
receive or demand access to information concerning:
(i)
the entity; or
(ii)
the books and records of the entity; or
(b)
receive notice of or vote on one or more issues involving the internal affair of the
entity.
(48)
"Governance right" means the right to participate in the governance of a limited
cooperative association.
(49)
"Governor" means:
(a)
a director of a business corporation;
(b)
a director or trustee of a nonprofit corporation;
(c)
a general partner of a partnership;
(d)
a general partner of a limited partnership;
(e)
a manager of a manager-managed limited liability company;
(f)
a member of a member-managed limited liability company;
(g)
a director of a limited cooperative association;
(h)
a manager of an unincorporated nonprofit association;
(i)
a trustee of a statutory trust, business trust, or common-law business trust; or
(j)
any other person:
(i)
under whose authority a person may exercise the powers of an entity; or
(ii)
under whose direction a person manages the activities and affairs of the entity in
accordance with the organic law and organic rules of the entity.
(50)
"Interest" means a:
(a)
share in a business corporation;
(b)
membership in a nonprofit corporation;
(c)
partnership interest in a partnership;
(d)
partnership interest in a limited partnership;
(e)
membership interest in a limited liability company;
(f)
membership interest in a limited cooperative association;
(g)
member's interest in a limited cooperative association;
(h)
membership in an unincorporated nonprofit association;
(i)
beneficial interest in a statutory trust, business trust, or common-law business trust; or
(j)
governance interest or distributional interest in any other type of unincorporated
entity.
(51)
"Interest exchange" means a transaction authorized in Part 8, Interest Exchange.
(52)
"Interest holder" means:
(a)
a shareholder of a business corporation;
(b)
a member of a nonprofit corporation;
(c)
a general partner of a partnership;
(d)
a general partner of a limited partnership;
(e)
a limited partner of a limited partnership;
(f)
a member of a limited liability company;
(g)
a member of a limited cooperative association;
(h)
a member of an unincorporated nonprofit association;
(i)
a beneficiary or beneficial owner of a statutory trust, business trust, or common-law
business trust; or
(j)
any other direct holder of an interest.
(53)
"Interest holder liability" means:
(a)
personal liability for the liability of an entity that is imposed on a person:
(i)
as a direct result of the person's status as an interest holder; or
(ii)
by the organic rules of the entity that make one or more specified interest holders
or categories of interest holders liable because of the interest holders' capacity as
interest holders for all or specified liabilities of the entity; or
(b)
an obligation of an interest holder under the organic rules of the entity to contribute
to the entity.
(54)
"Investor member" means a member that:
(a)
(i)
makes a contribution to a limited cooperative association; and
(ii)
is not required by the organic rules to conduct patronage with the association in
the member's capacity as an investor member in order to receive the member's
interest; or
(b)
is not permitted by the organic rules to conduct patronage with the association in the
member's capacity as an investor member in order to receive the member's interest.
(55)
"Jurisdiction of formation" means:
(a)
the jurisdiction under whose law an entity is formed; or
(b)
for a limited liability partnership or foreign limited liability partnership, the
jurisdiction in which the partnership's statement of qualification is filed.
(56)
"Limited cooperative association" means an association organized under Chapter 16,
Uniform Limited Cooperative Association Act.
(57)
"Limited liability company" means the same as that term is defined in Section
16-20-101
.
(58)
"Limited liability partnership" means the same as that term is defined in Section
16-18-101
.
(59)
"Limited partner" means the same as that term is defined in Section
16-19-101
.
(60)
"Limited partnership" means the same as that term is defined in Section
16-19-101
.
(61)
"Manager" means the same as that term is defined in Section
16-20-101
.
(62)
"Manager-managed limited liability company" means the same as that term is defined
in Section
16-20-101
.
(63)
(a)
"Member" means:
(i)
a person identified or appointed as a member:
(A)
in an entity's articles of incorporation;
(B)
in an entity's bylaws;
(C)
by a resolution of a board of directors; or
(D)
by a resolution of the members of a nonprofit corporation;
(ii)
for an entity formed under Chapter 16, Uniform Limited Cooperative Association
Act, a person that is admitted as a patron member or investor member, or as both a
patron member and investor member;
(iii)
for an entity formed under Chapter 20, Utah Revised Uniform Limited Liability
Company Act, a person that owns part of the limited liability company but does
not directly own the limited liability company's property; or
(iv)
for an entity formed under Chapter 22, Decentralized Autonomous Organization
Act, a person with governance rights in a decentralized autonomous organization.
(b)
"Member" includes a voting member.
(c)
"Member" does not include:
(i)
an individual who involuntarily receives governance rights, unless that individual
chooses to participate in governance by undertaking a governance behavior for a
decentralized autonomous organization; or
(ii)
a person that dissociates as a member.
(64)
"Member-managed limited liability company" means a limited liability company that
is not a manager-managed limited liability company.
(65)
"Member's interest" means the same as that term is defined in Section
16-16-102
.
(66)
"Merger" means a transaction authorized under Part 7, Merger.
(67)
"Merging entity" means an entity that is a party to a merger and exists immediately
before the merger becomes effective.
(68)
"Money" means:
(a)
legal tender;
(b)
a negotiable instrument; or
(c)
another cash equivalent readily convertible into legal tender.
(69)
"Noncommercial registered agent" means a person that is:
(a)
not listed as a commercial registered agent under Section
16-1a-405
; and
(b)
(i)
an individual, a domestic entity, or a foreign entity that serves in this state as
the agent for service of process on an entity; or
(ii)
the individual who holds the office or other position in an entity who an entity
designates as the agent for service of process in accordance with Section
16-1a-404
.
(70)
"Nonfiling domestic entity" means a domestic entity that is not a filing entity.
(71)
"Nonregistered foreign entity" means a foreign entity that is not a registered foreign
entity.
(72)
"Nonresident LLP statement" means:
(a)
a statement of qualification of a domestic limited liability partnership that does not
have an office in this state; or
(b)
a statement of foreign qualification of a foreign limited liability partnership that does
not have an office in this state.
(73)
"Operating agreement" means the same as that term is defined in Section
16-20-101
.
(74)
"Organic law" means the law of an entity's jurisdiction of formation that governs the
internal affairs of the entity.
(75)
"Organic rules" means the public organic record and private organic rules of an entity.
(76)
"Partner" means a general partner or limited partner.
(77)
"Partnership" means the same as that term is defined in Section
16-18-101
.
(78)
"Partnership agreement" means the same as that term is defined in Section
16-19-101
.
(79)
"Patron member" means the same as that term is defined in Section
16-16-102
.
(80)
"Patronage" means the same as that term is defined in Section
16-16-102
.
(81)
"Plan of conversion" means a plan approved in accordance with Section
16-1a-904
.
(82)
"Plan of domestication" means a plan approved in accordance with Section
16-1a-1004
.
(83)
"Plan of interest exchange" means a plan approved in accordance with Section
16-1a-804
.
(84)
"Plan of merger" means a plan approved in accordance with Section
16-1a-704
.
(85)
(a)
"Private organic rules" means the rules whether in a record or not, that govern
the internal affairs of an entity, that are binding on all the entity's interest holders.
(b)
"Private organic rules" includes the:
(i)
bylaws of a business corporation;
(ii)
bylaws of a nonprofit corporation;
(iii)
bylaws of a decentralized autonomous organization;
(iv)
partnership agreement of a partnership;
(v)
partnership agreement of a limited partnership;
(vi)
operating agreement of a limited liability company;
(vii)
bylaws of a limited cooperative association;
(viii)
governing principles of an unincorporated nonprofit association; and
(ix)
trust instrument of a statutory trust or similar rules of a business trust of
common-law business trust.
(86)
"Professional corporation" means the same as that term is defined in Section
16-11-2
.
(87)
"Protected agreement" means:
(a)
a record showing indebtedness and any related agreement in effect on January 1,
2014;
(b)
an agreement that is binding on an entity on January 1, 2014;
(c)
the organic rules of an entity in effect on January 1, 2014; or
(d)
an agreement that is binding on any of the governors or interest holders of an entity
on January 1, 2014.
(88)
(a)
"Public organic record" means the record of the filing that the division makes to
form an entity and any amendment to or restatement of that record.
(b)
"Public organic record" includes the:
(i)
articles of incorporation of a business corporation;
(ii)
articles of incorporation of a nonprofit corporation;
(iii)
certificate of limited partnership of a limited liability limited partnership;
(iv)
certificate of organization of a limited liability company;
(v)
certificate of organization for a decentralized autonomous organization;
(vi)
articles of organization of a limited cooperative association; and
(vii)
certificate of trust of a statutory trust or similar record of a business trust.
(89)
"Record" means information inscribed on a tangible medium or stored in an electronic
or other medium that is retrievable in a perceivable form.
(90)
"Registered agent" means a person that an entity authorizes to receive service of a
process, notice, or demand required or permitted by law to be served on the entity.
(91)
"Registered agent filing" means:
(a)
the public organic record of a domestic filing entity;
(b)
a statement of qualification of a domestic limited liability partnership;
(c)
a foreign registration statement filed in accordance with Section
16-1a-504
; or
(d)
a designation of agent.
(92)
"Registered foreign entity" means a foreign entity that is registered to do business in
this state in accordance with a record filed with the division.
(93)
"Registered office" means the office within this state designated by a domestic entity
that is a corporation or a foreign entity that is a corporation as the domestic entity's or
foreign entity's registered office in the most recent document on file with the division
such as the domestic entity's or foreign entity's:
(a)
articles of incorporation;
(b)
application for a certificate of authority; or
(c)
notice of change of the registered office.
(94)
"Represented entity" means:
(a)
a domestic filing entity;
(b)
a registered foreign entity;
(c)
a domestic or foreign unincorporated nonprofit association for which a designation of
agent is in effect;
(d)
a domestic nonfiling entity for which a designation of agent is in effect; or
(e)
a nonregistered foreign entity for which a designation of agent is in effect.
(95)
"Series" means a series created in accordance with Chapter 20, Part 11, Series Limited
Liability Companies.
(96)
"Share" means:
(a)
for an entity organized under Chapter 6a, Utah Revised Nonprofit Corporation Act, a
unit of interest in a nonprofit corporation; or
(b)
for an entity organized under Chapter 10a, Utah Revised Business Corporation Act,
the unit into which the proprietary interest in a corporation is divided.
(97)
"Shareholder" means the same as that term is defined in Section
16-10a-102
.
(98)
"Statement of conversion" means a statement described in Section
16-1a-906
.
(99)
"Statement of domestication" means a statement described in Section
16-1a-1006
.
(100)
"Statement of interest exchange" means a statement described in Section
16-1a-806
.
(101)
"Statement of merger" means a statement described in Section
16-1a-706
.
(102)
"Statement of qualification" means a document that a person files with the division to
establish a domestic limited liability partnership or domestic general partnership.
(103)
"Surviving entity" means an entity that continues in existence after a merger or that is
created by a merger.
(104)
"Transfer" means:
(a)
an assignment;
(b)
a conveyance;
(c)
a deed;
(d)
a sale;
(e)
a lease;
(f)
a mortgage;
(g)
a security interest;
(h)
an encumbrance;
(i)
a gift; or
(j)
a transfer by operation of law.
(105)
"Transferable interest" means the right under an entity's organic law to receive a
distribution from an entity.
(106)
"Type of entity" means a generic form of entity:
(a)
recognized at common law; or
(b)
formed under an organic law.
(107)
"Voting member" means the same as that term is defined in Section
16-6a-102
.
Section 12. Section
16-1a-102
is enacted to read:
16-1a-102
. Certificate of existence or registration.
(1)
Upon request of a person, the division shall issue a certificate of existence for a
domestic filing entity or a certificate of registration for a registered foreign entity.
(2)
The division shall ensure that a certificate described in Subsection
(1)
states:
(a)
the domestic filing entity's name or the registered foreign entity's name used in the
state;
(b)
for a domestic filing entity:
(i)
that the division has filed the domestic filing entity's public organic record or
statement of qualification and the public organic record or statement of
qualification has taken effect;
(ii)
the date the public organic record or statement of qualification took effect;
(iii)
the period of the entity's duration if the records of the division reflect that the
entity's period of duration is less than perpetual; and
(iv)
that the records of the division do not reflect that the entity has been dissolved;
(c)
for a registered foreign entity, that the registered foreign entity is registered to do
business in this state;
(d)
that the domestic filing entity or the registered foreign entity pays all fees, taxes,
interest, and penalties collected by the division that the domestic filing entity or
registered foreign entity owes to the state if:
(i)
the division's records reflect the domestic filing entity's or the registered foreign
entity's payment of the fee, tax, interest, or penalty; and
(ii)
nonpayment of the fees, taxes, interest, and penalties affects the good standing or
registration of the domestic filing entity or the registered foreign entity;
(e)
that domestic filing entity or the registered foreign entity has delivered to the division
for filing the most recent annual report required by the division;
(f)
that a proceeding is not pending under Part 6, Administrative Dissolution; and
(g)
other reasonable facts contained in the division's records relating to the domestic
filing entity or the registered foreign entity that the person requesting the certificate
requests.
(3)
Subject to a qualification stated in the certificate of existence or registration, a person
may rely on the facts stated in the certificate of existence or registration issued by the
division under Subsection
(1)
as conclusive evidence of the facts stated in the certificate
of existence or registration.
Section 13. Section
16-1a-201
is enacted to read:
2. Filing Requirements
16-1a-201
. Definitions.
Reserved.
Section 14. Section
16-1a-202
is enacted to read:
16-1a-202
. Entity filing requirements.
(1)
In order for the division to file an entity filing in accordance with this chapter, the
person delivering the entity filing to the division shall ensure that:
(a)
the division receives the entity filing;
(b)
the entity filing complies with this chapter;
(c)
the entity filing contains, at a minimum, the information required by this chapter;
(d)
subject to Subsection
(2)
, the person delivers the entity filing to the division in
written form unless the division allows the electronic delivery of an entity filing;
(e)
the words in the entity filing are in English;
(f)
the numbers in the entity filing are Arabic or Roman numerals;
(g)
if the name of the entity is not in English, the name of the entity appears in English
letters or Arabic or Roman numerals;
(h)
if applicable, a certificate of existence or registration required of a foreign entity that
is not in English with a reasonably authenticated English translation accompanies the
entity filing;
(i)
an individual authorized or required under this chapter to sign the entity filing, or an
individual acting on the authorized or required individual's behalf, signs the entity
filing; and
(j)
the entity filing states the name and capacity, if any, of each individual who signs the
entity filing.
(2)
A person physically delivering an entity filing in written form shall ensure the entity
filing is typewritten, computer generated, or machine printed.
(3)
If other applicable law prohibits the division from disclosing information contained in
an entity filing, the division shall:
(a)
file the entity filing if the entity filing otherwise complies with this chapter; and
(b)
redact the information prohibited by law from disclosure.
(4)
When a person delivers an entity filing to the division for filing, the person shall pay a
fee required under this chapter and any other fee, tax, interest, or penalty required by
statute in a manner the division and applicable statute permit.
Section 15. Section
16-1a-203
is enacted to read:
16-1a-203
. Forms.
(1)
The division may provide forms for an entity filing required or permitted under this
chapter.
(2)
A person making an entity filing is not required to use a form the division provides as
described in Subsection
(1)
.
Section 16. Section
16-1a-204
is enacted to read:
16-1a-204
. Effective date and time of an entity filing.
Except as otherwise provided in this chapter, an entity filing is effective:
(1)
on the day and at the time the division files the entity filing;
(2)
on the day and at the time specified in the entity filing as the entity filing's effective
time, if the date and time specified in the entity filing is later than the time described in
Subsection
(1)
, which may not be more than 90 days after the day on which the division
files the entity filing; and
(3)
if the entity filing specifies a delayed effective date but does not specify a time, at 12:01
a.m. on the day specified in the entity filing, which may not be more than 90 days after
the day on which the division files the entity filing.
Section 17. Section
16-1a-205
is enacted to read:
16-1a-205
. Withdrawal of an entity filing before effectiveness.
(1)
Except as otherwise provided in this chapter, a person may withdraw an entity filing
delivered to the division before the entity filing takes effect by delivering to the division
for filing a statement of withdrawal.
(2)
A person creating and delivering to the division a statement of withdrawal shall ensure
that:
(a)
subject to Subsection
(2)(c)
, each person that signed the entity filing being
withdrawn signs the statement of withdrawal;
(b)
the statement of withdrawal identifies the entity filing to be withdrawn; and
(c)
if the statement of withdrawal is signed by fewer than the total number of persons
that signed the entity filing being withdrawn,
the entity filing is withdrawn in
accordance with the agreement of each person that signed the entity filing.
(3)
Once the division files the statement of withdrawal, the action or transaction evidenced
by the original entity filing does not take effect.
Section 18. Section
16-1a-206
is enacted to read:
16-1a-206
. Correcting an entity filing.
(1)
A person may correct an entity filing if:
(a)
the entity filing, at the time of filing, was inaccurate;
(b)
the entity filing was defectively signed; or
(c)
the electronic transmission of the entity filing to the division was defective.
(2)
To correct an entity filing, a person, on behalf of which a person delivered an entity
filing to the division for filing, shall deliver a statement of correction to the division for
filing.
(3)
A statement of correction:
(a)
may not state a delayed effective date;
(b)
shall be signed by the person correcting the entity filing;
(c)
shall identify the entity filing to be corrected;
(d)
shall specify the inaccuracy or defect the statement of correction will correct; and
(e)
shall correct the inaccuracy or defect.
(4)
Except as provided in Subsection
(5)
, a statement of correction is effective on the
effective date of the entity filing that the statement of correction corrects.
(5)
If a person relies on the uncorrected entity filing and is adversely affected by the
correction, the statement of correction is effective, as the statement of correction relates
to the person, on the day on which the statement of correction is filed.
Section 19. Section
16-1a-207
is enacted to read:
16-1a-207
. Duty of division to file -- Review of refusal to file.
(1)
The division shall file an entity filing delivered to the division for filing in accordance
with this chapter.
(2)
The duty of the division described in Subsection
(1)
is ministerial.
(3)
When the division files an entity filing, the division shall record the entity filing as filed
on the date and time the division files the entity filing.
(4)
After filing an entity filing, the division shall deliver to the person making the entity
filing a copy of the entity filing with an acknowledgment of the date and time of the
filing.
(5)
If the division refuses to file an entity filing:
(a)
no later than 15 business days after the day on which the person making the entity
filing delivers the entity filing to the division, the division shall:
(i)
return the entity filing to the person or notify the person of the refusal; and
(ii)
provide a brief explanation of the division's reason for refusing to file the entity
filing; and
(b)
the person making the entity filing may within a time period the division specifies
that may not exceed 30 days from the day on which the division provides notice
under Subsection
(5)(a)
amend the entity filing for the division to reexamine the
entity filing.
(6)
If the division refuses to file an entity filing after a reexamination completed in
accordance with Subsection
(5)(b)
, the person making the entity filing may appeal the
division's final refusal in accordance with Title 63G, Chapter 4, Administrative
Procedures Act.
(7)
The filing or refusal to file an entity filing does not:
(a)
affect the validity or invalidity of the entity filing in whole or in part; or
(b)
create a presumption that the information contained in the entity filing is correct or
incorrect.
(8)
A certification from the division accompanying a copy of a filed record is conclusive
evidence that the copy is an accurate representation of the original record on file with the
division.
Section 20. Section
16-1a-208
is enacted to read:
16-1a-208
. Signing of an entity filing.
(1)
An individual, by signing an entity filing, affirms under penalty of perjury that the facts
stated in the filing are true in all material respects.
(2)
An agent may sign a record filed under this chapter.
(3)
If this chapter requires a particular individual to sign an entity filing and the individual
is deceased or incompetent, a legal representative of the individual may sign the entity
filing.
(4)
An individual that signs a record as an agent or legal representative shall affirm that the
individual is authorized to sign the record.
Section 21. Section
16-1a-209
is enacted to read:
16-1a-209
. Signing and filing a record in accordance with a judicial order.
(1)
If a person required under this chapter to sign or deliver a record to the division for
filing does not sign or deliver the record to the division for filing, a person adversely
affected by the person's failure to sign or deliver the record may petition a court to
require that:
(a)
the person sign the record;
(b)
the person deliver the record to the division for filing; or
(c)
the division file the record unsigned.
(2)
If a person that petitions a court under Subsection
(1)
is not the person to which the
record pertains, the person that petitions the court shall make the person to which the
record pertains a party to the action.
(3)
A record filed in accordance with Subsection
(1)(c)
is effective without being signed.
Section 22. Section
16-1a-210
is enacted to read:
16-1a-210
. Liability for inaccurate information in a filed record.
If a record delivered to the division for filing in accordance with this chapter and filed
with the division contains inaccurate information, a person that suffers a loss by relying on the
information may recover damages for the loss from the person that:
(1)
signed the record or caused another person to sign the record on the person's behalf; and
(2)
knew at the time the person signed the record that the information was inaccurate.
Section 23. Section
16-1a-211
is enacted to read:
16-1a-211
. Delivery by division.
Except as otherwise provided in this chapter, the division may deliver a record to a
person:
(1)
in person to the person that submitted the record for filing;
(2)
to the address of the person's registered agent;
(3)
to the person's principal office address; or
(4)
to another address the person provides to the division for delivery.
Section 24. Section
16-1a-212
is enacted to read:
16-1a-212
. Annual report for division.
(1)
As used in this section, "anniversary month" means the calendar month in which:
(a)
a domestic filing entity's formation becomes effective with the division; or
(b)
a registered foreign entity's application for authority to conduct affairs in this state
takes effect.
(2)
Each domestic filing entity and registered foreign entity shall file an annual report with
the division that includes:
(a)
the corporate name of the domestic filing entity or registered foreign entity;
(b)
if a registered foreign entity, any assumed corporate name of the registered foreign
entity;
(c)
the jurisdiction under which law the domestic filing entity or registered foreign entity
is organized or incorporated;
(d)
the information required by Subsection
16-1a-404(1)
;
(e)
the street address of the domestic filing entity's or the registered foreign entity's
principal office; and
(f)
the name and address of each director and principal officer of the domestic filing
entity or the registered foreign entity.
(3)
The division shall:
(a)
determine the form and process by which a domestic filing entity or registered
foreign entity is required to file an annual report; and
(b)
deliver a copy of the form described in Subsection
(3)(a)
to each domestic filing
entity and registered foreign entity.
(4)
The domestic filing entity or registered foreign entity shall ensure that information in
the annual report is current as of the date the domestic filing entity or registered foreign
entity executes the report.
(5)
(a)
Unless the division specifies a different time period by rule made in accordance
with Title 63G, Chapter 3, Utah Administrative Rulemaking Act, a domestic filing
entity or registered foreign entity:
(i)
shall deliver an annual report to the division each calendar year on the last day of
the anniversary month; and
(ii)
may deliver the annual report up to 60 days before the last day of the anniversary
month.
(b)
A domestic filing entity or registered foreign entity does not violate the requirement
to submit an annual report if the domestic filing entity or registered foreign entity
provides evidence of the submission.
(6)
If an annual report contains the information required by this section, the division shall
file the annual report.
(7)
The fact that an individual's name is signed on an annual report form is prima facie
evidence for division purposes that the individual is authorized to certify the report on
behalf of the domestic filing entity or registered foreign entity.
(8)
The division may design the annual report form the division prescribes to provide a
simplified certification by the domestic filing entity or registered foreign entity if the
domestic filing entity or registered foreign entity has not made changes to the required
information from the last preceding report filed.
(9)
If an annual report contains the name or address of a registered agent that differs from
the information contained in the records of the division immediately before the annual
report becomes effective, the differing information in the annual report is considered a
statement of change under Section
16-1a-407
.
Section 25. Section
16-1a-301
is enacted to read:
3. Names
16-1a-301
. Definitions.
Reserved.
Section 26. Section
16-1a-302
is enacted to read:
16-1a-302
. Permitted names.
(1)
Except as provided in Subsection
(3)
or
(4)
, the name of a domestic filing entity, the
name under which a foreign entity may register to do business in this state, and a D.B.A.
registered under Title 42, Chapter 2, Conducting Business as a D.B.A., shall be
distinguishable on the records of the division from a:
(a)
name of an existing domestic filing entity that at the time is not dissolved;
(b)
name under which a foreign entity is registered to do business in this state under
Section
16-1a-503
;
(c)
D.B.A. registered under Title 42, Chapter 2, Conducting Business as a D.B.A.;
(d)
name reserved under Section
16-1a-304
; or
(e)
name registered under Section
16-1a-305
.
(2)
Except as otherwise provided in Subsection
(4)
, a name is distinguishable from other
names registered with the division if the name contains one or more different words,
letters, or numerals from other names in the division's records.
(3)
The following differences do not qualify as distinguishing between two names:
(a)
the term:
(i)
"Assoc.";
(ii)
"association";
(iii)
"Assn.";
(iv)
"B.L.C.";
(v)
"B.L.L.C";
(vi)
"benefit limited company";
(vii)
"benefit limited liability company";
(viii)
"BLC";
(ix)
"BLLC";
(x)
"Co.";
(xi)
"company";
(xii)
"co-op";
(xiii)
"coop";
(xiv)
"cooperative";
(xv)
"corp.";
(xvi)
"corporation";
(xvii)
"D.A.O.";
(xviii)
"DAO";
(xix)
"decentralized autonomous organization";
(xx)
"Inc.";
(xxi)
"incorporated";
(xxii)
"L3C";
(xxiii)
"LC";
(xxiv)
"L.C.";
(xxv)
"L.C.A.";
(xxvi)
"L.D.";
(xxvii)
"L.DAO";
(xxviii)
"L.L.C.";
(xxix)
"L.L.D.";
(xxx)
"L.L.DAO";
(xxxi)
"L.L.P";
(xxxii)
"L.P.";
(xxxiii)
"LCA";
(xxxiv)
"limited";
(xxxv)
"Limited Co";
(xxxvi)
"limited company";
(xxxvii)
"limited cooperative association";
(xxxviii)
"limited decentralized autonomous organization";
(xxxix)
"limited liability company";
(xl)
"limited liability decentralized autonomous organization";
(xli)
"limited liability partnership";
(xlii)
"limited partnership";
(xliii)
"LD";
(xliv)
"LLC";
(xlv)
"LLD";
(xlvi)
"LLDAO";
(xlvii)
"LLP";
(xlviii)
"LP";
(xlix)
"Ltd.";
(l)
"Ltd Co";
(li)
"Ltd Company";
(lii)
"Ltd DAO";
(liii)
"Ltd Liability Co";
(liv)
"Ltd Liability Company";
(lv)
"Ltd Liability DAO";
(lvi)
"P.A.";
(lvii)
"P.C.";
(lviii)
"P.L.C.";
(lix)
"P.L.L.C";
(lx)
"PA";
(lxi)
"PC";
(lxii)
"PLC";
(lxiii)
"PLLC";
(lxiv)
"professional association";
(lxv)
"professional corporation";
(lxvi)
"professional limited liability company";
(lxvii)
"R.L.L.P.";
(lxviii)
"registered limited liability partnership"; or
(lxix)
"RLLP";
(b)
an abbreviation of a word listed in Subsection
(3)(a)
;
(c)
the presence or absence of the words or symbols of the words:
(i)
"the";
(ii)
"and";
(iii)
"a"; or
(iv)
"plus";
(d)
a difference in punctuation, spacing, or special characters;
(e)
a difference in capitalization; and
(f)
for an entity's name described in Subsection
(1)
that formed in this state on or after
May 4, 1998:
(i)
an abbreviation of a word or phrase; or
(ii)
a difference in the singular or plural form of a word.
(4)
(a)
An entity may consent in a record to a person's use of a name that is not
distinguishable on the records of the division from the entity's name if the name
includes a term described in Subsection
(3)(a)
.
(b)
If an entity consents to a person's use of a name in accordance with Subsection
(4)(a)
,
the entity is not required to change the entity's name.
(5)
An entity's name shall comply with Section
7-1-701
.
(6)
An entity's name may not contain the words:
(a)
without the consent of the United States Olympic Committee:
(i)
"Olympic";
(ii)
"Olympiad"; or
(iii)
"Citius Altius Fortius";
(b)
for an entity's name described in Subsection
(1)
that an entity changes or forms on or
after May 4, 2022, the number sequence "911"; or
(c)
without the consent of the Department of Financial Institutions, the words described
in Section
7-1-701
.
(7)
An entity may use a name that is not distinguishable from a name described in
Subsection
(1)
if the entity delivers to the division for filing a certified copy of a final
judgment of a court with jurisdiction establishing the right of the entity to use the name
in this state.
(8)
The division may not approve for filing a name that implies that an entity is an agency
of this state or any of the state's political subdivisions, if the entity is not actually an
agency of this state or any of the state's political subdivisions.
Section 27. Section
16-1a-303
is enacted to read:
16-1a-303
. Name requirements for certain types of entities.
(1)
The corporate name of a nonprofit organization:
(a)
may, but is not required to contain:
(i)
the word:
(A)
"corporation";
(B)
"incorporated";
(C)
"company"; or
(D)
a word of similar import; or
(ii)
the abbreviation:
(A)
"Corp.";
(B)
"Inc.";
(C)
"Co."; or
(D)
an abbreviation of similar import; and
(b)
may not contain:
(i)
a word or phrase that indicates or implies that the nonprofit corporation is
organized for a purpose other than a purpose permitted by:
(A)
Section
16-6a-301
; and
(B)
the nonprofit corporation's articles of incorporation; or
(ii)
the term:
(A)
"limited liability company";
(B)
"limited company";
(C)
"limited liability partnership"; or
(D)
"limited partnership"; or
(iii)
a word or abbreviation of similar import to a term listed in Subsection
(1)(b)(ii)
.
(2)
(a)
The name of a corporation shall contain:
(i)
the word:
(A)
"corporation";
(B)
"incorporated";
(C)
"company"; or
(D)
a word of similar import;
(ii)
the abbreviation:
(A)
"Corp.";
(B)
"Inc.";
(C)
"Co."; or
(D)
an abbreviation of similar import; and
(iii)
for a business corporation, may not contain language stating or implying that a
business corporation is organized for a purpose other than a purpose permitted by:
(A)
Section
16-10a-301
; and
(B)
the business corporation's articles of incorporation.
(b)
The name of a corporation or a foreign corporation may not contain:
(i)
the term:
(A)
"decentralized autonomous organization";
(B)
"limited liability company";
(C)
"limited company";
(D)
"limited liability partnership";
(E)
"limited partnership"; or
(F)
"limited liability limited partnership"; or
(ii)
any word or abbreviation of similar import to a term listed in Subsection
(2)(b)(i)
.
(c)
The name of an entity, other than a corporation formed in accordance with this title
or a foreign entity authorized to transact business in this state may not contain:
(i)
the term:
(A)
"Corp.";
(B)
"corporation";
(C)
"Inc."; or
(D)
"incorporated"; or
(ii)
a word or abbreviation of similar import to a term listed in Subsection
(2)(c)(i)
.
(3)
(a)
The name of a limited partnership may contain the name of a partner.
(b)
The name of a limited partnership that is not a limited liability limited partnership:
(i)
shall contain:
(A)
the phrase "limited partnership"; or
(B)
the abbreviation "L.P." or "LP"; and
(ii)
may not contain:
(A)
the phrase "limited liability limited partnership" or "registered limited liability
limited partnership"; or
(B)
the abbreviation "L.L.L.P.," "LLLP," "R.L.L.L.P.," or "RLLLP."
(c)
The name of a limited partnership that is a limited liability limited partnership:
(i)
shall contain:
(A)
the phrase "limited liability limited partnership"; or
(B)
the abbreviation "L.L.L.P.," "LLLP," "R.L.L.L.P.," or "RLLLP"; and
(ii)
may not contain the abbreviation "L.P." or "LP."
(d)
The name of a limited partnership or a limited liability limited partnership or the
name of a foreign limited partnership or a foreign limited liability limited partnership
that registers to do business in this state may not contain:
(i)
the term:
(A)
"association";
(B)
"corporation";
(C)
"decentralized autonomous organization";
(D)
"incorporated";
(E)
"limited liability company"; or
(F)
"limited company"; or
(ii)
a word or abbreviation that is of similar import to a term listed in Subsection
(3)(d)(i)
.
(e)
The name of an entity other than a limited partnership or a limited liability limited
partnership or the name of a foreign limited partnership or a foreign limited liability
partnership that registers to do business in this state may not contain:
(i)
the term:
(A)
"limited partnership";
(B)
"LP";
(C)
"L.P.";
(D)
"limited liability partnership";
(E)
"LLLP"; or
(F)
"L.L.L.P."; or
(ii)
a word or abbreviation that is of similar import to a term listed in Subsection
(3)(e)(i)
.
(4)
(a)
The name of a limited liability partnership shall contain:
(i)
the phrase "limited liability partnership" or "registered limited liability
partnership"; or
(ii)
the abbreviation "L.L.P.," "R.L.L.P.," "LLP," or "RLLP."
(b)
The name of a limited liability partnership or a foreign limited liability partnership
may not contain:
(i)
the term:
(A)
"association";
(B)
"corporation";
(C)
"decentralized autonomous organization";
(D)
"incorporated";
(E)
"limited liability company";
(F)
"limited company";
(G)
"limited partnership"; or
(H)
"Ltd."; or
(ii)
a word or abbreviation that is of similar import to a term listed in Subsection
(4)(b)(i)
.
(c)
The name of an entity other than a limited liability partnership or the name of a
foreign limited liability partnership that registers to do business in this state may not
contain:
(i)
the term:
(A)
"limited liability partnership";
(B)
"LLP"; or
(C)
"L.L.P."; or
(ii)
a word or abbreviation that is of similar import to Subsection
(4)(c)(i)
.
(5)
(a)
The name of a limited liability company shall contain:
(i)
the phrase "limited liability company" or "limited company"; or
(ii)
the abbreviation "L.L.C.," "LLC," "L.C.," or "LC."
(b)
A limited liability company's name may abbreviate the term:
(i)
"limited" as "Ltd."; and
(ii)
"company" as "Co."
(c)
The name of a limited liability company or a foreign limited liability company may
not contain:
(i)
the term:
(A)
"association";
(B)
"corporation";
(C)
"decentralized autonomous organization";
(D)
"incorporated";
(E)
"partnership";
(F)
"limited partnership"; or
(G)
"L.P."; or
(ii)
a word or abbreviation that is of similar import to a term listed in Subsection
(5)(c)(i)
.
(d)
The name of an entity other than a limited liability company or the name of a foreign
limited liability company authorized to do business in this state may not contain:
(i)
the term:
(A)
"limited liability company";
(B)
"limited company";
(C)
"L.L.C.";
(D)
"L.C.";
(E)
"LLC"; or
(F)
"LC"; or
(ii)
a word or abbreviation that is of similar import to a term listed in Subsection
(5)(d)(i)
.
(6)
(a)
The name of a limited cooperative association shall contain:
(i)
the phrase "limited cooperative association" or "limited cooperative"; or
(ii)
the abbreviation "L.C.A." or "LCA."
(b)
A limited cooperative association's name may abbreviate the term:
(i)
"association" as:
(A)
"Assn";
(B)
"Assn.";
(C)
"Assoc"; or
(D)
"Assoc.";
(ii)
"cooperative" as:
(A)
"Co-op.";
(B)
"Coop."; or
(C)
"Co-op"; and
(iii)
"limited" as "Ltd."
(c)
The name of entity other than a limited cooperative association may not contain:
(i)
the term:
(A)
"limited cooperative association";
(B)
"L.C.A."; or
(C)
"LCA"; or
(ii)
a word or abbreviation that is of similar import to a term listed in Subsection
(6)(c)(i)
.
(7)
(a)
The name of a professional corporation as set forth in the professional
corporation's articles of incorporation:
(i)
shall contain the terms:
(A)
"professional corporation"; or
(B)
"P.C.";
(ii)
may not contain the words:
(A)
"incorporated"; or
(B)
"Inc."; and
(iii)
may not contain language stating or implying that the professional corporation is
organized for a purpose other than that permitted by Section
16-11-6
and the
professional corporation's articles of incorporation.
(b)
A person, other than a professional corporation formed or registered in accordance
with this title, may not use in the person's name in this state the term:
(i)
"professional corporation"; or
(ii)
"P.C."
(8)
(a)
The name of a benefit limited liability company may contain:
(i)
the term:
(A)
"benefit limited liability company"; or
(B)
"benefit limited company"; or
(ii)
the abbreviation:
(A)
"B.L.L.C.";
(B)
"BLLC";
(C)
"B.L.C."; or
(D)
"BLC."
(b)
When contained in the name of a benefit limited liability company, the term:
(i)
"limited" may be abbreviated as "Ltd."; and
(ii)
"company" may be abbreviated as "Co."
(9)
(a)
The name of a limited liability decentralized autonomous organization shall
contain:
(i)
the term:
(A)
"limited liability decentralized autonomous organization"; or
(B)
"limited decentralized autonomous organization"; or
(ii)
the abbreviation:
(A)
"L.L.D.";
(B)
"LLD";
(C)
"L.D."; or
(D)
"LD."
(b)
In the name of a decentralized autonomous organization:
(i)
"limited" may be abbreviated as "Ltd."; and
(ii)
"decentralized autonomous organization" may be abbreviated as "DAO."
(c)
The name of a decentralized autonomous organization may not contain:
(i)
the term:
(A)
"association";
(B)
"corporation";
(C)
"incorporated";
(D)
"partnership";
(E)
"limited liability company";
(F)
"limited partnership"; or
(G)
"L.P."; or
(ii)
a word or abbreviation that is of similar import to the terms listed in Subsection
(9)(c)(i)
.
(d)
A person, other than a decentralized autonomous organization formed or registered
in accordance with this title, may not use in the person's name in this state:
(i)
the term:
(A)
"limited liability decentralized autonomous organization"; or
(B)
"limited decentralized autonomous organization"; or
(ii)
the abbreviation:
(A)
"L.L.DAO";
(B)
"L.L.D.";
(C)
"L.DAO"; or
(D)
"L.D."
(10)
(a)
The words, "business trust" shall be the last words of the name of every business
trust registered under Chapter 15, Utah Business Trust Registration Act.
(b)
A person that participates in the omission of the words "business trust" in the
commercial use of the name of the business trust, or knowingly acquiesces in the
omission is liable for any indebtedness, damage, or liability resulting from the
omission.
Section 28. Section
16-1a-304
is enacted to read:
16-1a-304
. Reservation of name.
(1)
A person may reserve the exclusive use of an entity name by delivering an application
to the division for filing that states:
(a)
the name and address of the applicant; and
(b)
the name to reserve.
(2)
If the division determines that the entity name stated in the application described in
Subsection
(1)
is available, the division shall reserve the name for the applicant's
exclusive use for 120 calendar days after the day on which the division reserves the
name.
(3)
A person that reserves a name in accordance with this section may transfer the reserved
name to another person by delivering to the division a signed notice in a record of the
transfer that states the name and address of the transferee.
Section 29. Section
16-1a-305
is enacted to read:
16-1a-305
. Registration of name.
(1)
A foreign filing entity not registered to do business in this state may register the foreign
filing entity's name, or an alternate name adopted in accordance with Section
16-1a-507
,
if the name complies with Section
16-1a-302
.
(2)
To register a name or an alternate name adopted in accordance with Section
16-1a-507
,
a foreign filing entity shall deliver to the division for filing an application that states:
(a)
the foreign filing entity's requested name;
(b)
the jurisdiction and date of the foreign filing entity's formation; and
(c)
any alternate name adopted in accordance with Section
16-1a-507
.
(3)
If the division finds that the name requested in Subsection
(2)
is available, the division
shall register the name for the applicant's exclusive use.
(4)
The registration of a name under this section is effective for one year after the day on
which the division registers the name as described in Subsection
(3)
.
(5)
(a)
A foreign filing entity whose name registration is effective may renew the
registration for a successive one-year period by delivering, not earlier than three
months before the day on which the registration expires, to the division for filing a
renewal application that complies with this section.
(b)
A renewal application renews the name's registration for one calendar year after the
day on which the division files the renewal application described in this Subsection
(5)
.
(6)
A foreign filing entity whose name registration is effective may register as a foreign
filing entity under the registered name or consent in a signed record to the use of the
registered name by another entity.
Section 30. Section
16-1a-401
is enacted to read:
4. Registered Agent of an Entity
16-1a-401
. Definitions.
Reserved.
Section 31. Section
16-1a-402
is enacted to read:
16-1a-402
. Entities required to designate and maintain a registered agent.
The following entities shall designate and maintain a registered agent in this state:
(1)
a domestic filing entity;
(2)
a registered foreign entity; and
(3)
a D.B.A.
Section 32. Section
16-1a-403
is enacted to read:
16-1a-403
. Address in filing.
If a provision in this chapter, other than Section
16-1a-410
, requires that a record state
an address, the record shall state:
(1)
a street address in this state; and
(2)
a mailing address in this state, if different from the address described in Subsection
(1)
.
Section 33. Section
16-1a-404
is enacted to read:
16-1a-404
. Designation of a registered agent.
(1)
A represented entity shall sign a registered agent filing and include in the registered
agent filing:
(a)
the name of the represented entity's commercial registered agent; or
(b)
if the represented entity does not have a commercial registered agent:
(i)
the name and address of the represented entity's noncommercial registered agent;
or
(ii)
(A)
the title of an office or other position within the represented entity where
an individual holding that office or position may accept service of process,
notice, or demand may accept service on behalf of the represented entity; and
(B)
the mailing address of the title or other position described in Subsection
(1)(b)(ii)(A)
.
(2)
A represented entity, by designating a registered agent in accordance with Subsection
(1)(a)
or (1)(b), affirms that the designated registered agent consents to serve as a
registered agent.
(3)
(a)
As soon as practicable, the division shall make available in a record a daily list of
filings that contain the name of each registered agent.
(b)
The division shall ensure that the list described in Subsection
(3)(a)
:
(i)
is available for at least 14 calendar days after the day on which the division makes
the list available;
(ii)
lists, in alphabetical order, the names of the registered agents; and
(iii)
states the type of filing and name of the represented entity making the filing.
Section 34. Section
16-1a-405
is enacted to read:
16-1a-405
. Listing of a commercial registered agent.
(1)
A person may become listed as a commercial registered agent by delivering to the
division for filing a commercial registered agent listing statement that states:
(a)
(i)
the name of the individual applying to become a commercial registered agent; or
(ii)
(A)
the name of the entity applying to become a commercial registered agent;
(B)
the type of entity applying to become a commercial registered agent; and
(C)
the jurisdiction in which the entity formed;
(b)
that the person serves as a commercial registered agent in this state; and
(c)
the person's physical address for the person's place of business where the person may
receive service of process, notices, or demands sent to an entity represented by the
person.
(2)
A commercial registered agent listing statement may include information regarding the
agent accepting service of process, notices, and demands in a form other than a written
record.
(3)
If the name of the person delivering the record to the division for filing a commercial
registered agent listing statement is not distinguishable on the records of the division
from the name of another commercial registered agent listed under this section, the
person delivering the record shall:
(a)
adopt a fictitious name that is distinguishable from the name of another commercial
registered agent under this section; and
(b)
use the fictitious name in the person's statement and when the person does business
in this state as a commercial registered agent.
(4)
(a)
The division shall note the filing of a commercial registered agent listing
statement in the records maintained by the division for each entity represented by the
commercial registered agent at the time of the filing.
(b)
A commercial registered agent listing statement described in Subsection
(4)(a)

amends the registered agent filing for each entity represented by a commercial
registered agent by:
(i)
designating the person becoming listed as a commercial registered agent as the
commercial registered agent of each entity; and
(ii)
deleting the name and address of the former commercial registered agent from the
registered agent filing of each entity.
Section 35. Section
16-1a-406
is enacted to read:
16-1a-406
. Termination of listing of a commercial registered agent.
(1)
A commercial registered agent may terminate the commercial registered agent's listing
as a commercial registered agent by delivering to the division for filing a commercial
registered agent termination statement signed by the commercial registered agent that
states:
(a)
the name of the commercial registered agent described in Section
16-1a-405
; and
(b)
that the agent no longer conducts the business of serving as a commercial registered
agent in this state.
(2)
A commercial registered agent termination statement takes effect at 12:01 a.m. 31 days
after the day on which the division files the commercial registered agent termination
statement.
(3)
The commercial registered agent shall promptly furnish to each entity the commercial
registered agent represents a notice of the filing of the commercial registered agent
termination statement.
(4)
When a commercial registered agent termination statement takes effect, the commercial
registered agent ceases to be the commercial registered agent for each entity the
commercial registered agent formerly represented.
(5)
Notwithstanding Subsection
(4)
, a person may deliver service of process to a
commercial registered agent after the commercial registered agent termination takes
effect, until an entity formerly represented by the commercial registered agent
designates a new commercial registered agent.
(6)
A commercial registered agent terminating the commercial registered agent's listing
under this section does not affect a contractual right that:
(a)
a represented entity has against the commercial registered agent; or
(b)
a commercial registered agent has against a represented entity.
Section 36. Section
16-1a-407
is enacted to read:
16-1a-407
. Change of registered agent by a represented entity.
(1)
A represented entity may change the information the division has on file under Section
16-1a-404
by delivering to the division for filing a statement of change signed by the
represented entity that states:
(a)
the name of the new registered agent; and
(b)
the information that the filing of the statement of change will amend.
(2)
The interest holders or governors of a domestic entity are not required to approve the
filing of:
(a)
a statement of change under this section; or
(b)
a similar filing changing the registered agent or registered office, if applicable, of the
entity in another jurisdiction.
(3)
A statement of change filed under this section that designates a new registered agent is
an affirmation of fact by the registered entity that the new registered agent consents to
serve as the registered entity's new registered agent.
(4)
In addition to the process described in Subsection
(1)
, a represented entity may change
the information the division has on file under Section
16-1a-404
by amending the
represented entity's most recent registered agent filing in a manner provided by law.
Section 37. Section
16-1a-408
is enacted to read:
16-1a-408
. Change of name or address by a noncommercial registered agent.
(1)
If a noncommercial registered agent changes the noncommercial registered agent's name
or address with respect to a represented entity, the noncommercial registered agent shall
deliver to the division for filing, with respect to each entity the noncommercial
registered agent represents, a statement of change signed by the agent that states:
(a)
the name of the represented entity;
(b)
the name and address of the noncommercial registered agent in effect with respect to
the entity;
(c)
if the noncommercial registered agent changes the noncommercial registered agent's
name, the new name; and
(d)
if the noncommercial registered agent changes the noncommercial registered agent's
address, the new address.
(2)
A noncommercial registered agent shall promptly furnish to the represented entity:
(a)
a notice of the delivery to the division for filing a statement of change; and
(b)
each change made in the statement of change.
Section 38. Section
16-1a-409
is enacted to read:
16-1a-409
. Change of name, address, type of entity, or jurisdiction of formation
by a commercial registered agent.
(1)
If a commercial registered agent changes the commercial registered agent's name,
address as listed under Section
16-1a-405
, type of entity, or jurisdiction of formation, the
commercial registered agent shall deliver to the division for filing a statement of change
signed by the commercial registered agent that states:
(a)
the name of the commercial registered agent the commercial registered agent
provided to the division in accordance with Section
16-1a-405
;
(b)
if the commercial registered agent changes the commercial registered agent's name,
the new name;
(c)
if the commercial registered agent changes the commercial registered agent's address,
the new address; and
(d)
if the commercial registered agent is an entity:
(i)
if the commercial registered agent changes the commercial registered entity's type
of entity, the new type of entity; and
(ii)
if the commercial registered agent changes the commercial registered entity's
jurisdiction of formation, the new jurisdiction of formation.
(2)
The filing of a statement of change described in Subsection
(1)
by the division changes
the information regarding the commercial registered agent with respect to each entity the
commercial registered agent represents.
(3)
A commercial registered agent shall promptly furnish to each entity that the commercial
registered agent represents a notice of the statement of change that describes the changes
made in the statement of change.
(4)
(a)
If a commercial registered agent changes the commercial registered agent's
address without delivering for filing a statement of change as required by this section,
the division may cancel the listing of the agent under Section
16-1a-405
.
(b)
If the division cancels the listing of an agent as described in this Subsection
(4)
, the
division's cancellation has the same effect as a termination of a listing of a
commercial registered agent under Section
16-1a-406
.
(c)
After canceling the listing of an commercial registered agent, the division shall serve
notice in a record on:
(i)
(A)
each entity that the commercial registered agent represents, stating that the
commercial registered agent is no longer the registered agent for the entity; and
(B)
until the entity designates a new commercial registered agent, a person may
make service of process on the entity; and
(ii)
the commercial registered agent, stating that the division has canceled the listing
of the commercial registered agent in accordance with this section.
Section 39. Section
16-1a-410
is enacted to read:
16-1a-410
. Resignation of a registered agent.
(1)
A registered agent may resign as the registered agent for a represented entity by
delivering to the division for filing a statement of resignation signed by the registered
agent that states:
(a)
the name of the represented entity;
(b)
the name of the registered agent;
(c)
that the registered agent resigned from serving as the registered agent for the
represented entity; and
(d)
the address of the represented entity to which the agent will send the notice required
by Subsection
(3)
.
(2)
A statement of resignation takes effect on the earlier of:
(a)
12:01 a.m. on the 31st day after the day on which the division files the statement of
resignation; or
(b)
the represented entity for which the statement of resignation applies designates a new
registered agent.
(3)
A registered agent shall promptly furnish to the represented entity notice in a record of
the date on which the division files the statement of resignation.
(4)
When a statement of resignation takes effect, the person that resigned ceases to have
responsibility under this chapter for any matter presented to the person for the
represented entity.
(5)
Notwithstanding Subsection
(4)
, a statement of resignation does not affect any
contractual rights:
(a)
a represented entity has against the registered agent; or
(b)
the registered agent has against the represented entity.
(6)
A registered agent may resign in accordance with this section regardless of whether the
represented entity is current with the division.
Section 40. Section
16-1a-411
is enacted to read:
16-1a-411
. Designation of a registered agent by a nonregistered foreign entity or
a nonfiling domestic entity.
(1)
A nonregistered foreign entity or a nonfiling domestic entity may deliver to the division
for filing a statement that designates a registered agent signed by the nonregistered
foreign entity or the nonfiling domestic entity that states:
(a)
the name, type of entity, and jurisdiction of formation of the nonregistered foreign
entity or the nonfiling domestic entity
; and
(b)
the information required by Subsection
16-1a-404(1)
.
(2)
A statement described in Subsection
(1)
is effective for five years after the day on which
the division files the statement, unless the nonregistered foreign entity or the nonfiling
domestic entity
cancels the statement earlier.
(3)
(a)
A person authorized to manage the affairs of the nonregistered foreign entity or
the domestic nonfiling entity shall sign the statement described in Subsection
(1)
.
(b)
By signing the statement in Subsection
(1)
, the person signing affirms that:
(i)
the person is authorized to manage the affairs of the nonregistered foreign entity
or the nonfiling domestic entity
; and
(ii)
the registered agent consents to serve as the registered agent for the nonregistered
foreign entity or the nonfiling domestic entity
.
(4)
The designation of a registered agent in accordance with Subsection
(1)
does not
register a nonregistered foreign entity to do business in this state.
(5)
The division may not reject a statement described in Subsection
(1)
for filing because
the name of the nonregistered foreign entity or the nonfiling domestic entity
is not
distinguishable on the division's records from the name of another entity that appears on
the division's records.
(6)
The division filing a statement described in Subsection
(1)
does not make the name of
the nonregistered foreign entity or the nonfiling domestic entity
signing the statement
available for use by another entity.
(7)
A nonregistered foreign entity or a nonfiling domestic entity
that delivers to the division
for filing a statement described in Subsection
(1)
may cancel the statement by delivering
to the division for filing a statement of cancellation that states:
(a)
the name of the nonregistered foreign entity or the nonfiling domestic entity
; and
(b)
that the nonregistered foreign entity or the nonfiling domestic entity
cancels the
nonregistered foreign entity's or the nonfiling domestic entity
's designation as a
registered agent in this state.
(8)
A statement described in Subsection
(1)
for a nonregistered foreign entity terminates on
the day on which the nonregistered foreign entity becomes a registered foreign entity.
Section 41. Section
16-1a-412
is enacted to read:
16-1a-412
. Service of process, notice, or demand on entity.
(1)
A person may serve a represented entity with any process, notice, or demand required or
permitted by law by serving the represented entity's registered agent.
(2)
(a)
If a represented entity ceases to have a registered agent, or if a person cannot with
reasonable diligence serve the represented entity's registered agent, the person may
serve the registered entity by:
(i)
registered or certified mail, return receipt requested; or
(ii)
a similar commercial delivery service, addressed to the registered entity at the
registered entity's principal office.
(b)
A domestic filing entity or a registered foreign entity shall list the domestic filing
entity's or the registered foreign entity's address in the domestic filing entity's or the
registered foreign entity's most recent annual report that the division files.
(c)
Service is considered effective under this Subsection
(2)
on the earlier of:
(i)
the day on which the represented entity receives the mail or delivery by the
commercial delivery service;
(ii)
the day shown on the return receipt, if the represented entity signs a return
receipt; or
(iii)
five days after the day on which the person serving the represented entity
provides the process, notice, or demand the person intends to serve on the
represented entity to the United States Postal Service or commercial delivery
service, if the person provides to the United States Postal Service or commercial
delivery service:
(A)
the correct address for the represented entity; and
(B)
sufficient postage and payment.
(3)
If a person cannot serve a process, notice, or demand to a represented entity in
accordance with Subsection
(1)
or (2), the person may make service by delivering the
process, notice, or demand to the individual in charge of any regular place of business or
activity of the represented entity if the individual whom the person serves is not also a
party to the action.
(4)
(a)
Except as provided in Subsection
(4)(b)
, a person shall serve a represented entity
process, notice, or demand in a written record.
(b)
A person may service process, notice, or demand on a commercial registered agent in
a form other than a written record, subject to the requirements the commercial
registered agent sets in accordance with Section
16-1a-405
.
Section 42. Section
16-1a-413
is enacted to read:
16-1a-413
. Duties of a registered agent.
A registered agent that complies with this part shall:
(1)
forward to the represented entity at the address the represented entity most recently
provides to the registered agent any process, notice, or demand that pertains to the
represented entity that the registered agent receives or a person serves on the agent;
(2)
provide each notice required by this part to the represented entity at the address the
represented entity most recently provides to the registered agent;
(3)
if the registered agent is a noncommercial registered agent, keep current the information
required by Subsection
16-1a-404(1)
in the most recent registered agent filing for the
registered entity; and
(4)
if the registered agent is a commercial registered agent, keep current the information
listed in Subsection
16-1a-405(1)
.
Section 43. Section
16-1a-414
is enacted to read:
16-1a-414
. Jurisdiction and venue.
(1)
A represented entity designating or maintaining a registered agent in this state does not
create a basis for personal jurisdiction over the represented entity in this state.
(2)
The address of a represented entity's registered agent does not determine venue in an
action or proceeding involving the represented entity.
Section 44. Section
16-1a-501
is enacted to read:
5. Foreign Entities
16-1a-501
. Definitions.
Reserved.
Section 45. Section
16-1a-502
is enacted to read:
16-1a-502
. Governing law.
(1)
The law of the jurisdiction of formation of an entity governs:
(a)
the internal affairs of the entity;
(b)
the liability of a person as an interest holder or governor for a debt, obligation, or
other liability of the entity; and
(c)
the liability of a series of a limited liability company or other unincorporated entity.
(2)
A difference between the law of an entity's jurisdiction of formation and the law of this
state does not preclude a foreign entity from registering to do business in this state.
(3)
A foreign entity registering to do business in this state does not authorize the foreign
entity to engage in an activity or affair or exercise a power in which a domestic entity of
the same type may not engage in this state.
(4)
Subsections
(1)
and
(2)
apply regardless of whether a foreign entity fails to register to
do business in this state in accordance with Section
16-1a-503
.
Section 46. Section
16-1a-503
is enacted to read:
16-1a-503
. Registration to do business in this state.
(1)
A filing foreign entity may not do business in this state until the filing foreign entity
registers with the division in accordance with this chapter.
(2)
A filing foreign entity doing business in this state may not maintain an action or
proceeding in this state unless the filing foreign entity registers to do business in this
state.
(3)
The failure of a filing foreign entity to register to do business in this state does not:
(a)
impair the validity of a contract or act of the filing foreign entity; or
(b)
preclude the filing foreign entity from defending an action or proceeding in this state.
(4)
A foreign unincorporated entity, a series of a foreign unincorporated entity, a filing
foreign entity, or a foreign limited liability partnership does not waive the limitation on
the liability of a series of a foreign unincorporated entity, an interest holder of a filing
foreign entity, a governor of a filing foreign entity, or a partner of a foreign limited
liability partnership because the foreign unincorporated entity, the series of a foreign
unincorporated entity, the filing foreign entity, or the foreign limited liability partnership
does business in this state without registering to do business in this state.
Section 47. Section
16-1a-504
is enacted to read:
16-1a-504
. Foreign registration statement.
(1)
To do business in this state, a filing foreign entity shall deliver a foreign registration
statement to the division for filing.
(2)
A filing foreign entity shall sign the foreign registration statement described in
Subsection
(1)
and include in the statement:
(a)
the name of the filing foreign entity;
(b)
if the name of the filing foreign entity does not comply with Section
16-1a-302
, an
alternate name the filing foreign entity adopts in accordance with Section
16-1a-507
;
(c)
the filing foreign entity's type of entity;
(d)
if the filing foreign entity is a foreign limited partnership, whether the foreign limited
partnership is a foreign limited liability limited partnership;
(e)
the filing foreign entity's or jurisdiction of formation;
(f)
the filing foreign entity's street and mailing address for the filing foreign entity's
principal office;
(g)
if the law of the filing foreign entity's or jurisdiction of formation requires the filing
foreign entity to maintain an office in the jurisdiction of formation, the street and
mailing address of the office in the jurisdiction of formation; and
(h)
the information required by Section
16-1a-305
.
(3)
(a)
A filing foreign entity shall include with the foreign registration statement
described in Subsection
(1)
a certificate of existence, or a document of similar
import, that the lieutenant governor or other official that has custody of corporate
records in the filing foreign entity's jurisdiction of formation authorizes.
(b)
A certificate of existence described in this Subsection
(3)
shall be dated within 90
days before the day on which the foreign filing entity delivers the foreign registration
statement to the division for filing.
Section 48. Section
16-1a-505
is enacted to read:
16-1a-505
. Amending a foreign registration statement.
(1)
Subject to Subsection
(2)
, a registered foreign entity shall sign and deliver to the
division for filing an amendment to the registered foreign entity's foreign registration
statement if one of the following changes:
(a)
the registered foreign entity's name;
(b)
the registered foreign entity's jurisdiction of formation;
(c)
an address required by Section
16-1a-403
; or
(d)
the information required by Section
16-1a-305
.
(2)
(a)
If information described in Subsection
(1)(a)
or
(b)
changes, a foreign filing entity
shall deliver with the amendment described in Subsection
(1)
a certificate of
existence, or a document of similar import that the lieutenant governor or other
official that has custody of corporate records in the filing foreign entity's jurisdiction
of formation authorizes.
(b)
A certificate of existence described in this Subsection
(2)
shall be dated within 90
days before the day on which the foreign filing entity delivers the amendment to the
division for filing.
Section 49. Section
16-1a-506
is enacted to read:
16-1a-506
. Activities that do not constitute doing business.
(1)
The following activities of a filing foreign entity do not constitute doing business in this
state:
(a)
maintaining, defending, mediating, arbitrating, or settling an action or proceeding;
(b)
carrying on an activity concerning the filing foreign entity's internal affairs,
including holding meetings of the filing foreign entity's interest holders or governors;
(c)
maintaining an account in a financial institution;
(d)
maintaining an office or an agency for the transfer, exchange, and registration of the
filing foreign entity's or the foreign limited liability partnership's securities;
(e)
maintaining a trustee or a depository for the filing foreign entity's securities;
(f)
selling through an independent contractor;
(g)
soliciting or obtaining an order by any means if the order requires acceptance outside
this state before the order becomes a contract;
(h)
creating or acquiring indebtedness, a mortgage, or a security interest in property;
(i)
securing or collecting a debt;
(j)
enforcing a mortgage or a security interest in a property;
(k)
holding, protecting, or maintaining property the filing foreign entity acquires by
enforcing a mortgage or a security interest;
(l)
conducting an isolated transaction that is outside the scope of the filing foreign
entity's ordinary course of business;
(m)
owning real property; and
(n)
doing business that constitutes interstate commerce.
(2)
A person does not do business in this state by being an interest holder or a governor of a
foreign entity that does business in this state.
(3)
This section does not apply when determining whether the contacts or activities subject
a filing foreign entity to service of process, taxation, or regulation under a law of this
state outside of this chapter.
Section 50. Section
16-1a-507
is enacted to read:
16-1a-507
. Noncomplying name of a foreign entity.
(1)
(a)
A filing foreign entity whose name does not comply with Section
16-1a-302
may
not register to do business in this state until the filing foreign entity adopts, for the
purpose of doing business in this state, an alternate name that complies with Section
16-1a-302
.
(b)
A filing foreign entity that registers under an alternate name under this Subsection
(1)

is not required to comply with Title 42, Chapter 2, Conducting Business as a D.B.A.
(2)
After registering to do business in this state with an alternate name, a filing foreign
entity described in Subsection
(1)
shall do business in this state under:
(a)
the alternate name;
(b)
the filing foreign entity's name, with the addition of the filing foreign entity's
jurisdiction of formation; or
(c)
a name Title 42, Chapter 2, Conducting Business as a D.B.A., authorizes the filing
foreign entity or to use.
(3)
If a filing foreign entity changes the filing foreign entity's name to a name that does not
comply with Section
16-1a-302
, the filing foreign entity may not do business in this
state until the filing foreign entity complies with Subsection
(1)
.
Section 51. Section
16-1a-508
is enacted to read:
16-1a-508
. Withdrawal of registration of registered foreign entity.
(1)
A registered foreign entity may withdraw the registered foreign entity's registration by
delivering a statement of withdrawal to the division for filing.
(2)
A registered foreign entity shall sign the statement of withdrawal described in
Subsection
(1)
and state on the statement of withdrawal:
(a)
the registered foreign entity's name;
(b)
the registered foreign entity's jurisdiction of formation;
(c)
(i)
that the registered foreign entity does not currently do business in this state; and
(ii)
that the registered foreign entity withdraws the registered foreign entity's
registration to do business in this state;
(d)
an address to which a person may make service of process to the registered foreign
entity as described in Subsection
(3)
; and
(e)
if the registered foreign entity is a foreign corporation or foreign nonprofit
corporation, the federal employer identification number of the registered foreign
entity.
(3)
After a registered foreign entity withdraws the registered foreign entity's registration in
accordance with this section, a person may make service of process in an action or
proceeding based on a cause of action arising during the time the entity was registered to
do business in this state in accordance with Section
16-1a-412
.
(4)
A registered foreign entity withdraws the registered foreign entity's registration:
(a)
on the effective date of a conversion, if the registered foreign entity converts to a
filing domestic entity;
(b)
on the effective date of a merger, if the registered foreign entity is not the surviving
entity after the merger occurs; or
(c)
on the effective date of a domestication, if the registered foreign entity becomes a
registered domestic entity through domestication.
(5)
(a)
After receiving a foreign corporation's or a foreign nonprofit corporation's
statement of withdrawal, the division shall:
(i)
provide the State Tax Commission with the foreign corporation's or the foreign
nonprofit corporation's federal employer identification number; and
(ii)
request that the State Tax Commission certify that the foreign corporation or
foreign nonprofit corporation is in good standing.
(b)
The State Tax Commission shall certify that a foreign corporation or a foreign
nonprofit corporation is in good standing if the foreign corporation or foreign
nonprofit corporation pays each tax, fee, and penalty the foreign corporation or
foreign nonprofit corporation owes to the State Tax Commission.
(c)
If a foreign corporation or a foreign nonprofit corporation is not in good standing as
described in Subsection
(5)(b)
, the State Tax Commission shall:
(i)
notify the division that the foreign corporation or the foreign nonprofit corporation
is not in good standing; and
(ii)
(A)
notify the foreign corporation or the foreign nonprofit corporation that the
foreign corporation or the foreign nonprofit corporation is not in good
standing; and
(B)
provide the foreign corporation or the foreign nonprofit corporation a detailed
explanation as to why the foreign corporation or foreign nonprofit corporation
is not in good standing.
Section 52. Section
16-1a-509
is enacted to read:
16-1a-509
. Transfer of registration.
(1)
If a registered foreign entity merges with a nonregistered foreign entity or converts to a
foreign entity that is required to register with the division to do business in this state, the
foreign entity shall deliver to the division for filing an application for a transfer of
registration.
(2)
A surviving or converted entity described in Subsection
(1)
shall sign an application for
a transfer of registration and state on the application for a transfer of registration:
(a)
the registered foreign entity's name before the merger or conversion;
(b)
the type of entity the surviving or converted entity was before the merger or
conversion;
(c)
the name of the surviving or converted entity, and if the name does not comply with
Section
16-1a-302
, an alternate name adopted in accordance with Section
16-1a-507
;
(d)
the surviving or converted entity's type of entity;
(e)
the surviving or converted entity's jurisdiction of formation; and
(f)
the following information relating to the surviving or converted entity, if different
from the information for the registered foreign entity before the merger or conversion:
(i)
the street and mailing addresses of the surviving or converted entity;
(ii)
if the law of the surviving or converted entity's jurisdiction of formation requires
that the surviving or converted entity maintain an office in the jurisdiction of
formation, the street and mailing address of that office; and
(iii)
the information required in accordance with Section
16-1a-305
.
Section 53. Section
16-1a-510
is enacted to read:
16-1a-510
. Termination of registration.
(1)
The division may terminate a registered foreign entity's registration in the manner
described in Subsection
(2)
or (3) if the registered foreign entity fails to:
(a)
pay a fee, tax, interest, or penalty that the division requires, within 60 days after the
day on which the division requires payment;
(b)
deliver to the division for filing an annual report that the division requires, within 60
days after the division requires that the division file the annual report;
(c)
designate a registered agent as required in Section
16-1a-402
; or
(d)
deliver to the division for filing a statement of change as described in Section
16-1a-407
within 30 days after the day on which a change occurs in the registered
foreign entity's registered agent's name or address.
(2)
The division may terminate the registration of a registered foreign entity by:
(a)
filing a notice of termination or noting the termination in the division's records; and
(b)
delivering a copy of the notice or a copy of the information in the notation in the
division's records to:
(i)
the registered foreign entity's registered agent; or
(ii)
if the registered foreign entity does not have a registered agent, to the registered
foreign entity's principal office.
(3)
The division shall include in a notice of termination or a notation in the division's
records described in Subsection
(2)
:
(a)
the effective date of the termination, which the division shall set at least 60 days after
the day on which the division delivers the copy of the notice or copy of the
information in the notation in the division's records; and
(b)
the grounds under which the division terminates the registered foreign entity's
registration under Subsection
(1)
.
(4)
The registration of a registered foreign entity to do business in this state ends on the
effective date of the notice of termination or notation in the division's records described
in Subsection
(2)
, unless before the effective date, the entity cures each ground for
termination the division states in the notice of termination or notation in the division's
records.
(5)
If a registered foreign entity cures each ground for termination in accordance with
Subsection
(4)
, the division shall file a record stating that the registered foreign entity
has cured each ground for termination.
Section 54. Section
16-1a-601
is enacted to read:
6. Administrative Dissolution
16-1a-601
. Definitions.
Reserved.
Section 55. Section
16-1a-602
is enacted to read:
16-1a-602
. Grounds for administrative dissolution of a domestic filing entity.
The division may bring an action to dissolve a domestic filing entity administratively if
the domestic filing entity fails to:
(1)
pay a fee, tax, interest, or penalty that the division requires, within six months after the
day on which the division requires payment;
(2)
deliver to the division for filing an annual report not later than 60 days after the day on
which the the annual report is due; or
(3)
maintain a registered agent in this state for 60 consecutive calendar days.
Section 56. Section
16-1a-603
is enacted to read:
16-1a-603
. Procedure and effect of administrative dissolution of a domestic filing
entity.
(1)
If the division determines that one or more conditions for administrative dissolution
described in Section
16-1a-602
exist, the division shall serve the domestic filing entity
with a notice of the division's determination.
(2)
A domestic filing entity may for up to 60 days after the day on which the division serves
the notice described in Subsection
(1)
:
(a)
cure each condition the division lists in the notice; or
(b)
demonstrate to the satisfaction of the division that each condition the division lists in
the notice does not exist.
(3)
If a domestic filing entity fails to comply with Subsection
(2)(a)
or (b) within the time
limit described in Subsection
(2)
, the division shall administratively dissolve the
domestic filing entity by signing a statement of administrative dissolution that states:
(a)
each condition that prompted the dissolution; and
(b)
the effective date of the dissolution.
(4)
A domestic filing entity that the division administratively dissolves continues the
domestic filing entity's existence as the same type of entity but may not conduct any
activity except an activity that is necessary to:
(a)
(i)
wind up the domestic filing entity's activities and affairs; and
(ii)
liquidate the domestic filing entity's assets in the manner provided in the domestic
filing entity's domestic law; or
(b)
apply for reinstatement in accordance with Section
16-1a-604
.
(5)
The administrative dissolution of a domestic filing entity does not terminate the
authority of the domestic filing entity's registered agent.
Section 57. Section
16-1a-604
is enacted to read:
16-1a-604
. Reinstatement of a domestic filing entity.
(1)
A domestic filing entity that is administratively dissolved under Section 16-1a-603 may
apply to the division for reinstatement under the domestic filing entity's same name at
any time after the effective date of dissolution if the domestic filing entity's name is
available and the domestic filing entity delivers to the division for filing an application
for reinstatement that states:
(a)
the name of the domestic filing entity at the time of the domestic filing entity's
administrative dissolution and, if needed, a different name that satisfies Section
16-1a-302
;
(b)
the address of the principal office of the domestic filing entity and the name and
address of the domestic filing entity's registered agent;
(c)
the effective date of the domestic filing entity's administrative dissolution;
(d)
that the domestic filing entity has paid all fees or penalties imposed under this
chapter or other applicable state law;
(e)
that the domestic filing entity:
(i)
has paid any tax, fee, or penalty the domestic filing entity owes to the State Tax
Commission; or
(ii)
is current on a payment plan with the State Tax Commission for any tax, fee, or
penalty the domestic filing entity owes to the State Tax Commission;
(f)
that the grounds for dissolution do not exist or have been cured;
(g)
the federal employer identification number of the domestic filing entity if the
domestic filing entity is organized under:
(i)
Chapter 6a, Utah Revised Nonprofit Corporation Act;
(ii)
Chapter 10a, Utah Revised Business Corporation Act;
(iii)
Chapter 10b, Benefit Corporation Act; or
(iv)
Chapter 11, Professional Corporation Act; and
(h)
any additional information the division determines to be necessary or appropriate.
(2)
A domestic filing entity administratively dissolved under Section
16-1a-603
on or after
May 1, 2019, but before May 1, 2024, may apply for reinstatement under the domestic
filing entity's same name if the domestic filing entity's name is available and the
domestic filing entity delivers to the division for filing an application for reinstatement
that satisfies the requirements of Subsection
(1)
.
(3)
A domestic filing entity retains the domestic filing entity's name and D.B.A., as
described in Section
42-2-105
, for five years after the day on which the dissolution is
effective.
(4)
(a)
After receiving a domestic filing entity's application for reinstatement, if the
domestic filing entity is organized under Chapter 6a, Utah Revised Nonprofit
Corporation Act, Chapter 10a, Utah Revised Business Corporation Act, Chapter 10b,
Benefit Corporation Act, or Chapter 11, Professional Corporation Act, the division
shall:
(i)
provide to the State Tax Commission the domestic filing entity's federal employer
identification number; and
(ii)
request that the State Tax Commission certify that the domestic filing entity is in
good standing.
(b)
The State Tax Commission shall certify that a domestic filing entity is in good
standing if the domestic filing entity:
(i)
has paid each tax, fee, and penalty the domestic filing entity owes to the State Tax
Commission; or
(ii)
is current on a payment plan with the State Tax Commission for each tax, fee, or
penalty the domestic filing entity owes to the State Tax Commission.
(c)
If a domestic filing entity is not in good standing as described in Subsection
(4)(b)
,
the State Tax Commission shall:
(i)
notify the division, stating that the domestic filing entity is not in good standing;
(ii)
notify the domestic filing entity that the domestic filing entity is not in good
standing; and
(iii)
provide to the domestic filing entity a detailed explanation of why the domestic
filing entity is not in good standing.
(5)
With respect to a domestic filing entity applying for reinstatement in accordance with
Subsection
(1)
, if the following conditions are met, the division shall take the actions
described in Subsection
(6)
:
(a)
the division determines that an application under Subsection
(1)
contains the
information required by Subsection
(1)
and that the information contained in the
application is correct;
(b)
the division determines that the domestic filing entity has made each payment that
the domestic filing entity is required to make to the division by Subsection
(1)(d)
;
(c)
the domestic filing entity is organized under Chapter 6a, Utah Revised Nonprofit
Corporation Act, Chapter 10a, Utah Revised Business Corporation Act, Chapter 10b,
Benefit Corporation Act, or Chapter 11, Professional Corporation Act; and
(d)
the State Tax Commission certifies that the domestic filing entity is in good standing
as described in Subsection
(4)(b)
.
(6)
If the conditions of Subsection
(5)
are met, the division shall:
(a)
cancel the administrative dissolution of the domestic filing entity;
(b)
prepare a statement of reinstatement that states:
(i)
how each condition of Subsection
(5)
is met; and
(ii)
the effective date of reinstatement;
(c)
file the statement of reinstatement; and
(d)
serve a copy of the statement of reinstatement on the domestic filing entity.
(7)
When reinstatement under this section is effective, the following rules apply:
(a)
the reinstatement relates back to and takes effect as of the effective date of the
administrative dissolution;
(b)
the domestic filing entity may resume the domestic filing entity's activities and
affairs as if the administrative dissolution had not occurred; and
(c)
the rights of a person arising out of an act or omission in reliance on the dissolution
before the person knew or had notice of the reinstatement are not affected.
Section 58. Section
16-1a-605
is enacted to read:
16-1a-605
. Judicial review of a denial of reinstatement.
(1)
If the division denies a domestic filing entity's application for reinstatement that
complies with the provisions of this part, the division shall serve the domestic filing
entity with a notice in a record that explains the reasons for this denial.
(2)
A domestic filing entity may seek judicial review of the division's denial of the domestic
filing entity's reinstatement from a court with jurisdiction for up to 30 days after the day
on which the division serves the domestic filing entity notice of the denial of
reinstatement.
Section 59. Section
16-1a-701
is enacted to read:
7. Merger
16-1a-701
. Definitions.
Reserved.
Section 60. Section
16-1a-702
is enacted to read:
16-1a-702
. Merger authorized.
(1)
By complying with this part:
(a)
one or more domestic entities may merge with one or more domestic entities or
foreign entities into a domestic or foreign entity or a foreign surviving entity; and
(b)
two or more foreign entities may merge into a domestic entity.
(2)
Subject to the provisions of this part, a foreign entity may be a part to a merger or may
be the surviving entity in a merger if the merger is authorized by the law of the foreign
entity's jurisdiction of formation.
Section 61. Section
16-1a-703
is enacted to read:
16-1a-703
. Plan of merger.
(1)
A domestic entity may become a party to a merger by approving a plan of merger.
(2)
A plan of merger shall contain:
(a)
each merging entity's:
(i)
name;
(ii)
jurisdiction of formation; and
(iii)
type of entity;
(b)
if the merger creates a surviving entity:
(i)
a statement stating that the merger creates a surviving entity; and
(ii)
the surviving entity's:
(A)
name;
(B)
jurisdiction of formation; and
(C)
type of entity;
(c)
if the surviving entity exists before the merger, any proposed amendment to the
surviving entity's:
(i)
public organic record; and
(ii)
private organic rules that are, or that the surviving entity proposes to be, in a
record;
(d)
the manner by which the interest of each party to the merger will convert to an
interest, a security, an obligation, money, property, or a right to acquire an interest or
security in the surviving entity;
(e)
all other terms and conditions of the merger; and
(f)
any other provision required by the law of a merging entity's jurisdiction of formation
or the organic rules of a merging entity.
Section 62. Section
16-1a-704
is enacted to read:
16-1a-704
. Approval of merger.
(1)
A plan of merger is not effective unless:
(a)
a domestic merging entity approves the plan of merger:
(i)
in accordance with the requirements, if any, of the domestic merging entity's
organic law and organic rules for approval of:
(A)
for an entity that is not a limited cooperative association, the merger; or
(B)
for an entity that is a limited cooperative association, a transaction under this
part; or
(ii)
by each interest holder of the domestic merging entity that is entitled to vote or
consent to the plan of merger voting in favor of the plan of merger if:
(A)
for an entity that is not a business corporation or a limited cooperative
association, neither the business corporation's nor the limited cooperative
association's organic rules provide for the approval of a merger; or
(B)
for an entity that is a limited cooperative association, neither the limited
cooperative association's organic law nor organic rules provide for the approval
of a transaction under this part; and
(b)
(i)
for a business corporation or a nonprofit corporation, each interest holder of a
domestic merging entity that will have interest holder liability for a debt, an
obligation, or other liability after the merger becomes effective approves the
merger; or
(ii)
for an entity that is not a business corporation or a nonprofit corporation:
(A)
a provision of the entity's organic rules provide for the approval of a merger in
which one or more of the entity's interest holders will become subject to
interest holder liability; and
(B)
each interest holder consents to or votes in favor of the provision described in
Subsection
(1)(b)(ii)(A)
or became an interest holder after the adoption of the
provision.
(2)
A merger described in this part that involves a foreign merging entity is not effective
unless the foreign entity approves the merger in accordance with the law of the foreign
entity's jurisdiction of formation.
Section 63. Section
16-1a-705
is enacted to read:
16-1a-705
. Amendment or abandonment of a plan of merger.
(1)
Except as otherwise provided in the plan of merger, a plan of merger may be amended
only by the consent of each party to the plan of merger.
(2)
A domestic merging entity may approve an amendment to a plan of merger:
(a)
in the same manner as the plan of merger was approved, if the plan does not provide
for the manner by which the domestic merging entity may amend the plan of merger;
or
(b)
subject to Subsection
(3)
, by the governors or interest holders approving the
amendment in the manner provided in the plan of merger.
(3)
A governor or interest holder that was entitled to vote on or consent to the approval of a
merger is entitled to vote on or consent to an amendment that will change:
(a)
the amount or kind of interests, securities, obligations, money, other property, rights
to acquire interests or securities, or a combination that the interest holders of a party
to the plan of merger will receive;
(b)
the public organic record, if any, or the private organic rules of the surviving entity
that will be in effect immediately after the merger becomes effective, except for a
change that does not require the approval of the interest holders of the surviving
entity under the surviving entity's organic law or organic rules; or
(c)
any other term or condition of the plan of merger, if the change would adversely
affect the governor or interest holder in a material respect.
(4)
(a)
After the parties to a plan of merger approve the plan and before a statement of
merger is effective, the parties to a merger may abandon a plan of merger in a manner
provided in the plan of merger.
(b)
Unless prohibited by the plan of merger, a domestic filing entity may abandon the
plan of merger in the same manner as the domestic filing entity approves the plan of
merger.
(5)
(a)
If the parties to a merger abandon the plan of merger after delivering a statement
of merger to the division for filing, the parties shall deliver to the division for filing a
statement of abandonment, signed by each party to the plan of abandonment.
(b)
The parties shall file a statement of abandonment before the day on which the
statement of merger takes effect.
(c)
A statement of abandonment under this Subsection
(5)
takes effect on the day on
which the parties file the statement of abandonment with the division.
(d)
After the parties file a statement of abandonment, the plan of merger is abandoned
and does not take effect.
(e)
A statement of abandonment shall contain:
(i)
the name of each party to the plan of merger;
(ii)
the day on which the parties file the statement of merger with the division; and
(iii)
a statement that the parties abandon the merger in accordance with this section.
Section 64. Section
16-1a-706
is enacted to read:
16-1a-706
. Statement of merger -- Effective date of merger.
(1)
Each merging entity shall sign a statement of merger and deliver the statement of
merger to the division for filing.
(2)
A statement of merger shall 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)
if the statement of merger is not effective on the day on which each merging entity
files the statement of merger, the date and time on which the statement of merger will
become effective, which shall be no later than 90 days after the day on which each
merging entity files the statement of merger;
(d)
a statement that any domestic merging entity that is a party to the merger approves
the merger in accordance with this part;
(e)
a statement that any foreign merging entity that is a party to the merger approves the
merger in accordance with the law of the foreign merging entity's jurisdiction of
formation;
(f)
if the surviving entity exists before the merger and is a domestic filing entity, any
amendment to the surviving filing entity's public organic record the parties to the
merger approve as part of the plan of merger;
(g)
if the surviving entity is created by the merger and is a domestic filing entity, the
domestic filing entity's public organic record;
(h)
if the surviving entity is created by the merger and is a domestic limited liability
partnership, the surviving entity's statement of qualification; and
(i)
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.
(3)
In addition to the requirements described in Subsection
(2)
, a statement of merger may
contain any other provision not prohibited by law.
(4)
(a)
Except as provided in Subsection
(4)(b)
, if the surviving entity is a domestic
entity, the surviving entity's public record, if any exists, shall satisfy the requirements
of the law of this state.
(b)
A surviving entity that is a domestic entity:
(i)
is not required to sign the surviving entity's public organic record; and
(ii)
may omit any provision that the surviving entity is not required to include in a
restatement of the public organic record.
(5)
(a)
A party to a merger may deliver a plan of merger that each merging entity signs
and that meets all the requirements described in Subsection
(2)
to the division for
filing instead of a statement of merger.
(b)
A party delivering a plan of merger in accordance with Subsection
(5)(a)
has the
same effect as filing a statement of merger.
(c)
If a party files a plan of merger in accordance with Subsection
(5)(a)
, for purposes of
complying with this part, the plan of merger shall serve as the statement of merger.
(6)
A statement of merger is effective on:
(a)
the day and time on which a person files the statement of merger with the division; or
(b)
a date and time specified in the statement of merger that is later than the day and
time on which the person files the statement of merger.
(7)
If the surviving entity is a domestic entity, a merger becomes effective on the day and
time on which the statement of merger is effective.
(8)
If the surviving entity is a foreign entity, a merger takes effect on the later of:
(a)
the day and time provided in the organic law of the surviving entity; or
(b)
the day and time on which the statement is effective.
Section 65. Section
16-1a-707
is enacted to read:
16-1a-707
. Effect of merger.
(1)
On or after the day and time on which a merger under this part takes effect:
(a)
the surviving entity continues the surviving entity's existence or comes into existence;
(b)
a merging entity that is not the surviving entity ceases to exist;
(c)
all property belonging to each merging entity vests in the surviving entity without
transfer, reversion, or impairment;
(d)
each debt, obligation, or other liability of each merging entity becomes a debt,
obligation, or other liability of the surviving entity;
(e)
except as otherwise provided by law or the plan of merger, each right, privilege,
immunity, power, and purpose of each merging entity vests in the surviving entity;
(f)
if the surviving entity exists before the merger:
(i)
all the surviving entity's property remains vested with the surviving entity without
transfer, reversion, or impairment;
(ii)
the surviving entity remains subject to each debt, obligation, or other liability of
the surviving entity's; and
(iii)
each right, privilege, immunity, power, and purpose of the surviving entity
remain vested in the surviving entity;
(g)
if the surviving entity is created by the merger, the surviving entity's private organic
rules are effective and:
(i)
if the surviving entity is a filing entity, the surviving entity's public organic record
is effective; or
(ii)
if the surviving entity is a limited liability partnership, the surviving entity's
statement of qualification is effective; and
(h)
(i)
each interest in each merging entity that is subject to conversion under the
merger is converted; and
(ii)
an interest holder of an interest described in Subsection
(1)(h)(i)
is entitled only
to the rights provided to the interest holder in:
(A)
the plan of merger;
(B)
the appraisal rights described in Section
16-1a-708
; and
(C)
the merging entity's organic law.
(2)
Except as otherwise provided in the organic law or organic rules of a merging entity, a
merger under this part does not give rise to a right that an interest holder, governor, or
third party would have upon the dissolution, liquidation, or winding up of a merging
entity.
(3)
On or after the day and time on which a merger takes effect, if a person did not have
interest holder liability to any of the merging entities and after the merger takes effect
becomes subject to interest holder liability as a result of the merger, the person has
interest holder liability:
(a)
only to the extent provided by the organic law of the surviving entity; and
(b)
only for a debt, obligation, or other liability the surviving entity incurs after the
merger takes effect.
(4)
(a)
A merger does not discharge any interest holder liability under the organic law of
the domestic merging entity to the extent the person incurs interest holder liability
before the merger takes effect.
(b)
A person does not have interest holder liability under the organic law of the domestic
merging entity for a debt, obligation, or other liability that the surviving entity incurs
after the merger takes effect.
(c)
The organic law of a domestic merging entity continues to apply to the release,
collection, or discharge of any interest holder liability described in Subsection
(4)(a)
.
(d)
A person has whatever rights of contribution from any other person that exist in law
other than this part or the organic rules of the domestic merging entity relating to any
interest holder liability described in Subsection
(4)(a)
.
(5)
On or after the day and time on which a merger takes effect, a person may serve a
foreign entity that is the surviving entity with process for the collection and enforcement
of any debt, obligation, or other liability of a domestic merging entity in accordance with
applicable law.
(6)
On or after the day and time on which a merger takes effect, the registration to do
business in this state of a foreign merging entity that is not the surviving entity is
canceled.
Section 66. Section
16-1a-708
is enacted to read:
16-1a-708
. Appraisal rights.
(1)
As used in this section, "new entity" means a:
(a)
merging entity;
(b)
converting entity; or
(c)
domesticating entity.
(2)
An interest holder of a new entity is entitled to an appraisal right in connection with the
merger, conversion, or domestication if the interest holder would have been entitled to
an appraisal right under the new entity's organic law unless:
(a)
the organic law permits the organic rules to limit or eliminate the availability of an
appraisal right; and
(b)
the organic rules limit or eliminate the availability of an appraisal right.
(3)
An interest holder in a new entity is entitled to a contractual appraisal right in
connection with the merger, conversion, or domestication to the extent provided in:
(a)
the new entity's organic rules;
(b)
the plan; or
(c)
for a business corporation, an action of the business corporation's governors.
Section 67. Section
16-1a-709
is enacted to read:
16-1a-709
. Required notice or approval -- Effect of merger on property and gifts.
(1)
A domestic entity or a foreign entity that is required under this part to give notice to, or
obtain the approval of, a government agency or a government officer of this state in
order to be a party to a merger shall also give the notice or obtain the required approval
when the domestic entity or foreign entity becomes a party to an interest exchange, a
conversion, or a domestication.
(2)
A domestic entity or a foreign entity that holds property for a charitable purpose under
the law of this state at the time a transaction governed by this part occurs shall retain
possession of the property to the extent permitted under law.
(3)
A bequest, devise, gift, or promise contained in a will or other instrument of donation or
conveyance that a person makes to an acquired entity that takes effect remains payable
after the merger to the acquiring entity.
(4)
An acquired entity's trust obligation transfers to the acquiring entity after a merger.
Section 68. Section
16-1a-801
is enacted to read:
8. Interest Exchange
16-1a-801
. Definitions.
Reserved.
Section 69. Section
16-1a-802
is enacted to read:
16-1a-802
. Interest exchange authorized.
(1)
Except as otherwise provided in this section, by complying with this part:
(a)
a domestic entity may acquire all of one or more classes or series of interests of
another domestic entity or a foreign entity in exchange for interests, securities,
obligations, money, other property, or rights to acquire interests or securities;
(b)
a domestic entity or foreign entity may acquire all of one or more classes or series of
interests of a domestic entity in exchange for all of one or more classes or series of
interests of a domestic entity; or
(c)
a foreign entity may be an acquiring or acquired entity in an interest exchange under
this part if the law of the foreign entity's jurisdiction of formation authorizes the
interest exchange.
(2)
If a protected agreement contains a provision that applies to a merger of a domestic
entity but does not refer to an interest exchange, the provision applies to an interest
exchange in which the domestic entity is the acquired entity as if the interest exchange
were a merger until the day on which a person amends the provision.
(3)
This section does not apply to a transaction described in Chapter 6a, Utah Revised
Nonprofit Corporation Act.
Section 70. Section
16-1a-803
is enacted to read:
16-1a-803
. Plan of interest exchange.
(1)
A domestic entity may be the acquired entity in an interest exchange under this part by
approving a plan of interest exchange.
(2)
A domestic entity shall create a plan of interest exchange in a record and include in the
plan of exchange:
(a)
the name and type of entity of the acquired entity;
(b)
the name, jurisdiction, and type of entity of the acquiring entity;
(c)
the process of converting the interests in the acquired entity into interests, securities,
obligations, money, other property, or rights to acquire interests or securities;
(d)
any proposed amendment to:
(i)
the public organic record, if any, of the acquired entity;
(ii)
the private organic rules of the acquired entity that are, or are proposed to be, in a
record;
(iii)
other terms and conditions of the interest exchange; and
(iv)
any other provision required by the law of this state or the organic rules of the
acquired entity.
(3)
In addition to the requirements described in Subsection
(2)
, a plan of interest exchange
may contain any other provision not prohibited by law.
Section 71. Section
16-1a-804
is enacted to read:
16-1a-804
. Approval of interest exchange.
(1)
A plan of interest exchange is only effective if:
(a)
an acquired domestic entity approves the plan of exchange:
(i)
in accordance with the requirements, if any, in the acquired domestic entity's
organic law and organic rules for approval of an interest exchange;
(ii)
if the domestic acquired entity's organic law or organic rules do not provide for
approval of an interest exchange, in accordance with the requirements, if any, of
the domestic acquired entity's organic law and organic rules for the approval of:
(A)
for an entity that is not a business corporation or a limited cooperative
association, a merger as if the interest exchange were a merger;
(B)
for a business corporation, a merger requiring approval by a vote of the
interest holders of the business corporation as if the interest exchange were that
type of merger; or
(C)
for a limited cooperative association, a transaction under this part; or
(iii)
by a majority vote of each interest holder of the acquired domestic entity that is
entitled to vote on or consent to any matter if:
(A)
for an entity that is not a business corporation or limited cooperative
association, the entity's organic law or organic rules do not provide for the
approval of an interest exchange or a merger; or
(B)
for a limited cooperative association, the entity's organic law or organic rules
do not provide for the approval of an interest exchange or a transaction under
this part;
(b)
the acquired domestic entity approves the plan of exchange in a record, by each
interest holder of an acquired domestic entity that will have interest holder liability
for any debt, obligation, or other liability that the acquired domestic entity incurs
after the interest exchange takes effect; and
(c)
if the acquired domestic entity is not a business corporation or nonprofit corporation,
the requirements of Subsection
(1)(b)
do not apply if:
(i)
the organic rules of the acquired domestic entity contain in a record a provision
that provides for the approval of an interest exchange or a merger in which some
or all of the acquired domestic entity's interest holders become subject to interest
holder liability by the vote or consent of fewer than all of the interest holders; and
(ii)
the interest holders consent in a record to or vote for the provision described in
Subsection
(1)(c)(i)
of the organic rules or became an interest holder after the
adoption of that provision.
(2)
An interest exchange involving a foreign acquired entity is not effective unless the
foreign entity approves the interest exchange in accordance with the law of the foreign
entity's jurisdiction of formation.
(3)
Except as otherwise provided in the acquiring entity's organic law or organic rules, the
acquiring entity's interest holders are not required to approve an interest exchange.
Section 72. Section
16-1a-805
is enacted to read:
16-1a-805
. 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 of interest exchange, except as otherwise provided in the plan of interest exchange.
(2)
A domestic acquired entity may approve an amendment to a plan of interest exchange:
(a)
in the same manner as the plan of interest exchange was approved, if the plan of
interest exchange does not provide for the manner by which a person may amend the
plan of interest exchange; or
(b)
except as provided in Subsection
(3)
, by the domestic acquired entity's governors or
interest holders in the manner provided in the plan of interest exchange.
(3)
An interest holder that was entitled to vote on or consent to the approval of an interest
exchange is entitled to vote on or consent to an amendment to the plan of interest
exchange that will change:
(a)
the amount or kind of interests, securities, obligations, money, other property, or
rights to acquire interests or securities that the interest holders of the acquired entity
will receive under the plan of interest exchange;
(b)
the public organic record, if any, or private organic rules of the acquired entity that
will be in effect immediately after the interest exchange takes effect, except for a
change that does not require approval of the interest holders of the acquired entity
under the acquired entity's organic law or organic rules; or
(c)
any other term or condition of the plan of interest exchange if the change would
adversely affect the interest holder in a material respect.
(4)
(a)
After a plan of interest exchange is approved and before a statement of interest
exchange takes effect, the plan of interest exchange may be abandoned as provided in
the plan of interest exchange.
(b)
Unless prohibited by the plan of interest exchange a domestic acquired entity may
abandon the plan of interest exchange in the same manner as the plan of interest
exchange was approved.
(5)
(a)
If a plan of interest exchange is abandoned after a statement of interest exchange
is delivered to the division for filing and before the statement of interest exchange
takes effect, the acquired entity shall:
(i)
sign a statement of abandonment; and
(ii)
deliver the statement of abandonment to the division for filing before the
statement of interest exchange takes effect.
(b)
A statement of abandonment takes effect on the day and time on which the acquired
entity delivers the statement of abandonment to the division for filing.
(c)
After a statement of abandonment takes effect, the interest exchange is abandoned
and does not become effective.
(6)
A statement of abandonment shall contain:
(a)
the name of the acquired entity;
(b)
the day on which the acquired entity delivers the statement of interest exchange to
the division for filing; and
(c)
a statement that the interest exchange has been abandoned in accordance with this
section.
Section 73. Section
16-1a-806
is enacted to read:
16-1a-806
. Statement of interest exchange -- Effective date of interest exchange.
(1)
A domestic acquired entity shall sign a statement of interest exchange and deliver the
statement of interest exchange to the division for filing.
(2)
A statement of interest exchange shall contain:
(a)
the acquired entity's name and type of entity;
(b)
the acquiring entity's name, jurisdiction of formation and type of entity;
(c)
if the statement of interest exchange is not to be effective upon filing, the later day
and time on which the statement of interest exchange will become effective, which
may not be more than 90 days after the day on which the division files the statement
of interest exchange;
(d)
a statement that the acquired entity approved the plan of interest exchange in
accordance with Section
16-1a-804
; and
(e)
any amendment to the acquired entity's public record, if any, that was approved as
part of the 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)
A domestic acquired entity may deliver a plan of interest exchange that the
domestic acquired entity signs and that meets all the requirements of Subsection
(2)

to the division for filing instead of a statement of interest exchange.
(b)
A domestic acquired entity delivering a plan of interest exchange to the division in
accordance with Subsection
(4)(a)
has the same effect as delivering a statement of
interest exchange to the division.
(c)
If a domestic acquired entity delivers a plan of interest exchange as described in this
Subsection
(4)
, all references to a statement of interest exchange in this part refer to
the plan of interest exchange for that plan of interest exchange.
(5)
A statement of interest exchange takes effect on the day and time:
(a)
on which the domestic acquired entity delivers the statement of interest exchange to
the division for filing; or
(b)
specified in the statement of interest exchange that is later than the day and time on
which the domestic acquired entity delivers the statement of interest exchange to the
division for filing.
(6)
An interest exchange in which the acquired entity is a domestic entity takes effect when
the statement of interest exchange takes effect.
Section 74. Section
16-1a-807
is enacted to read:
16-1a-807
. Effect of interest exchange.
(1)
When an interest exchange in which the acquired entity is a domestic entity takes effect:
(a)
each interest in the domestic acquired entity that is subject to the interest exchange is
converted, and each interest holder of an interest is entitled only to:
(i)
the rights provided to the interest holder:
(A)
under the plan of interest exchange; or
(B)
in the acquired entity's organic law; and
(ii)
any appraisal rights provided in Section
16-1a-708
;
(b)
the acquiring entity becomes the interest holder of each interest in the acquired entity
stated in the plan of interest exchange that the acquiring entity will acquire;
(c)
the public organic record, if any, of the acquired entity is amended to the extent
provided in the statement of interest exchange; and
(d)
the private organic rules of the acquired entity 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 organic law or organic rules of the acquired entity,
an interest exchange does not give rise to any right that an interest holder, governor, or
third party would have upon a dissolution, liquidation, or winding up of the acquired
entity.
(3)
When an interest exchange takes effect:
(a)
a person that did not have interest holder liability with respect to the acquired entity
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:
(i)
to the extent provided by the organic law of the domestic entity; and
(ii)
for a debt, obligation, or other liability that the domestic entity incurs after the
interest exchange takes effect; and
(b)
the following conditions apply to the interest holder liability of a person that no
longer holds an interest in a domestic acquired entity if the person had interest holder
liability in the domestic acquired entity:
(i)
the interest exchange does not discharge any interest holder liability under the
organic law of the domestic acquired entity to the extent the person incurred the
interest holder liability before the interest exchange became effective;
(ii)
the person does not have interest holder liability under the organic law of the
domestic acquired entity for a debt, obligation, or other liability that the domestic
acquired entity incurs after the interest exchange takes effect;
(iii)
the person does not have interest holder liability under the organic law of the
domestic entity for any debt, obligation, or other liability preserved under
Subsection
(3)(b)(i)
as though the interest exchange had not occurred; and
(iv)
the person has whatever rights of contribution from any other person in
accordance with other law or the organic law or organic rules of the domestic
acquired entity with respect to any interest holder liability preserved under
Subsection
(3)(b)(i)
as if the interest exchange had not occurred.
Section 75. Section
16-1a-901
is enacted to read:
9. Conversion
16-1a-901
. Definitions.
Reserved.
Section 76. Section
16-1a-902
is enacted to read:
16-1a-902
. Conversion authorized.
(1)
By complying with this part, a domestic entity 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 entity's jurisdiction of formation.
(2)
By complying with the provisions of this part that are applicable to foreign entities, a
foreign entity may become a domestic entity that is a different type of entity if the
conversion 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
entity 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 May 7,
2026.
Section 77. Section
16-1a-903
is enacted to read:
16-1a-903
. Plan of conversion.
(1)
A domestic entity may convert to a different type of entity by approving a plan of
conversion.
(2)
A domestic entity shall ensure that the plan of conversion is in a record and contains:
(a)
the converting entity's name, jurisdiction of formation, and type of entity;
(b)
the converted entity's name, jurisdiction of formation, and type of entity;
(c)
the manner of converting the interest in the converting entity into interest, securities,
obligations, money, other property, or rights to acquire interests or securities;
(d)
the proposed public organic record of the converted entity if the converted entity 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 organic rules of the
converting entity.
(3)
In addition to the requirements of Subsection
(2)
, a plan of conversion may contain any
provision not prohibited by law.
Section 78. Section
16-1a-904
is enacted to read:
16-1a-904
. Approval of conversion.
(1)
A plan of conversion does not take effect unless:
(a)
a domestic converting entity approves the plan of conversion:
(i)
in accordance with the requirements, if any, in the domestic converting entity's
organic rules for approval of a conversion;
(ii)
if the domestic converting entity's organic rules do not provide for the approval of
a conversion, in accordance with the requirements, if any, in the converting
entity's organic law and organic rules for the approval of:
(A)
for an entity that is not a business corporation or a limited cooperative
association, a merger, as if the conversion were a merger;
(B)
for a business corporation, a merger requiring approval by a vote of the
interest holders of the business corporation, as if the conversion were that type
of merger; and
(C)
for a limited cooperative association, a transaction authorized under this part;
or
(iii)
by each interest holder of the entity that is entitled to vote on or consent to any
matter if:
(A)
for an entity that is not a business corporation or a limited cooperative
association, the entity's organic law and organic rules do not provide for the
approval of a conversion or a merger; or
(B)
for a limited cooperative association, the limited cooperative association's
organic law and organic rules do not provide for the approval of a conversion
or a transaction under this part;
(b)
each interest holder of a domestic converting entity that will have interest holder
liability for a debt, obligation, or other liability that the domestic converting entity
incurs after the conversion approves the plan of conversion in a record; and
(c)
for an entity that is not a business corporation or a nonprofit corporation, the entity
complies with the provisions of Subsection
(1)(b)
, unless:
(i)
the organic rules of the entity contain a provision that provides in a record for the
approval of an interest exchange or a merger in which some or all of the entity's
interest holders become subject to interest holder liability by the vote or consent
of fewer than all the interest holders; and
(ii)
the interest holders consent in a record to or vote for the provision described in
Subsection
(1)(c)(i)
or became an interest holder after the adoption of the
provision.
(2)
A conversion of a foreign converting entity does not take effect until the foreign entity
approves the conversion in accordance with the law of the foreign entity's jurisdiction of
formation.
Section 79. Section
16-1a-905
is enacted to read:
16-1a-905
. Amendment or abandonment of plan of conversion.
(1)
A domestic converting entity may amend the domestic converting entity's plan of
conversion:
(a)
in the same manner as the domestic converting entity approved the plan of
conversion, if the plan does not provide for the manner by which the domestic
converting entity may amend the plan of conversion;
(b)
by the domestic converting entity's governors or interest holders in the manner
provided in the plan of conversion, but an interest holder that was entitled to vote on
or consent to approval of the conversion may vote on or consent to any amendment to
the plan that will change:
(i)
the amount or kind of interests, securities, obligations, money, other property, or
rights to acquire interest or securities that the interest holders of the converting
entity will receive under the plan of conversion;
(ii)
the public organic record, if any, or private organic rules of the converted entity
that will be in effect immediately after the conversion takes effect, except for
changes that do not require approval of the converted entity's interest holders
under the converted entity's organic law or organic rules; or
(iii)
any other term or condition of the plan, if the change would adversely affect the
interest holder in a material respect.
(2)
(a)
After a domestic converting entity approves a plan of conversion and before a
statement of conversion is effective, the domestic converting entity may abandon the
plan of conversion as provided in the plan of conversion.
(b)
Unless prohibited by the plan of conversion, a domestic converting entity may
abandon the plan in the same manner as the domestic converting entity approved the
plan of conversion.
(3)
If a domestic converting entity abandons a plan of conversion after a statement of
conversion has been delivered to the division for filing and before the statement is
effective, the domestic converting entity shall:
(a)
sign a statement of abandonment; and
(b)
deliver the signed statement of abandonment to the division for filing before the
statement of conversion takes effect.
(4)
A statement of abandonment takes effect on the day and time on which the division files
the statement of abandonment and the conversion is abandoned and does not take effect.
(5)
A statement of abandonment shall contain:
(a)
the name of the converting entity;
(b)
the day on which the converting entity files the statement of conversion with the
division; and
(c)
a statement that the domestic converting entity abandoned the conversion in
accordance with this section.
Section 80. Section
16-1a-906
is enacted to read:
16-1a-906
. Statement of conversion -- Effective date of conversion.
(1)
A converting entity shall sign a statement of conversion and deliver the statement of
conversion to the division for filing.
(2)
A statement of conversion shall contain:
(a)
the converting entity's name, jurisdiction of formation, and type of entity;
(b)
the converted entity's name, jurisdiction of formation, and type of entity;
(c)
if the statement of conversion is not to be effective upon filing, the later day and time
on which the statement of conversion will take effect, which may not be more than
90 days after the day on which the division files the statement of conversion;
(d)
(i)
if the converting entity is a domestic entity, a statement that the converting
entity approved the plan of conversion in accordance with Section
16-1a-904
; or
(ii)
if the converting entity is a foreign entity, a statement that the converting entity
approved the plan of conversion in accordance with the law of the converting
entity's jurisdiction of formation;
(e)
if the converting entity is a domestic entity, the converting entity's public organic
record;
(f)
if the converted entity is a domestic limited liability partnership, the converted
entity's statement of qualification; and
(g)
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.
(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, the converted entity's public organic record,
if any, shall satisfy the requirements of the laws of this state, except that the public
organic record:
(a)
is not required to be signed; and
(b)
is not required to be included in a restatement of the public organic record.
(5)
(a)
A domestic converting entity may deliver a plan of conversion that a domestic
converting entity signs and that meets all of the requirements of Subsection
(2)
to the
division for filing instead of a statement of conversion.
(b)
A domestic converting entity delivering a plan of conversion in accordance with
Subsection
(5)(a)
has the same effect as delivering a statement of conversion to the
division.
(c)
If a domestic converting entity delivers a plan of conversion as described in this
Subsection
(5)
, all references to a statement of conversion refer to the plan of
conversion filed in accordance with this part.
(6)
A statement of conversion takes effect on the day and time:
(a)
on which the domestic converting entity delivers the statement of conversion to the
division for filing; or
(b)
specified in the statement of conversion that is later than the day and time on which
the domestic converting entity delivers the statement of conversion to the division for
filing.
(7)
(a)
If a converted entity is a domestic entity, a conversion takes effect on the day and
time on which the statement of conversion takes effect.
(b)
If a converted entity is a foreign entity, the conversion takes effect on the later of:
(i)
the day and time provided by the organic law of the converted entity; or
(ii)
the day and time on which the statement of conversion takes effect.
Section 81. Section
16-1a-907
is enacted to read:
16-1a-907
. Effect of conversion.
(1)
When a conversion takes effect:
(a)
the converted entity is:
(i)
organized under and subject to the organic law of the converted entity; and
(ii)
the same entity without interruption as the converting entity;
(b)
all property of the converting entity continues to be vested in the converted entity
without transfer, reversion, or impairment;
(c)
each debt, obligation, and other liability of the converting entity continues as a debt,
obligation, and other liability of the converted entity;
(d)
except as otherwise provided by law or the plan of conversion, each right, privilege,
immunity, power, and purpose of the converting entity remain in the converted entity;
(e)
the name of the converted entity may be substituted for the name of the converting
entity in a pending action or proceeding;
(f)
if a converted entity is a filing entity, the converted entity's public organic record
takes effect;
(g)
if the converted entity is a limited liability partnership, the converted entity's
statement of qualification is effective;
(h)
the private organic rules of the converted entity that are to be in a record, if any,
approved as part of the plan of conversion take effect;
(i)
each interest in the converting entity is converted, and each interest holder of the
converting entity is entitled only to:
(i)
the rights provided to the interest holder under the plan of conversion;
(ii)
appraisal rights described in Section
16-1a-708
; and
(iii)
the converting entity's organic law;
(j)
a person that did not have interest holder liability with respect to the converting entity
and becomes subject to interest holder liability with respect to a domestic entity as a
result of the conversion has interest holder liability:
(i)
only to the extent provided by the organic law of the entity; and
(ii)
only for a debt, obligation, or other liability that the converting entity incurs after
the conversion takes effect;
(k)
the following conditions apply to the interest holder liability of a person that no
longer holds an interest in a domestic converting entity if the person had interest
holder liability in the domestic converting entity:
(i)
the conversion does not discharge any interest holder liability under the organic
law of the domestic converting entity to the extent the person incurred the interest
holder liability before the conversion takes effect;
(ii)
the person does not have interest holder liability under the organic law of the
domestic converting entity for a debt, obligation, or other liability that the
converted entity incurs after the conversion takes effect;
(iii)
the organic law of the domestic converting entity continues to apply to the
release, collection, or discharge of any interest holder liability preserved under
Subsection
(1)(k)(i)
as if the conversion does not occur; and
(iv)
the person has whatever rights of contribution from any other person as provided
by other law or the organic rules of the domestic converting entity with respect to
any interest holder liability preserved under Subsection
(1)(k)(i)
as if the
conversion does not occur; and
(l)
a person may serve a foreign entity that is the converted entity with process in this
state for the collection and enforcement of any of the foreign entity's debts,
obligations, and other liabilities in accordance with applicable law.
(2)
Except as otherwise provided in the organic law or organic rules of a converting entity,
a conversion does not give rise to a right that an interest holder, a governor, or a third
party would have upon the dissolution, liquidation, or winding up of the converting
entity.
(3)
If a converting entity is a registered foreign entity, the converting entity's registration to
do business is canceled when the conversion takes effect.
(4)
A conversion does not require an entity to wind up the entity's affairs and does not
constitute or cause the dissolution of the entity.
Section 82. Section
16-1a-1001
is enacted to read:
10. Domestication
16-1a-1001
. Definitions.
Reserved.
Section 83. Section
16-1a-1002
is enacted to read:
16-1a-1002
. Domestication authorized.
(1)
Except as otherwise provided in this section, by complying with this part:
(a)
a domestic entity may become a domestic entity of the same type of entity in a
foreign jurisdiction if the domestication is authorized by the law of the foreign
jurisdiction; and
(b)
a foreign entity may become a domestic entity of the same type of entity in this state
if the domestication is authorized by the law of the foreign entity's jurisdiction of
formation.
(2)
If a protected agreement contains a provision that applies to a merger of a domestic
entity but does not refer to domestication, the provision applies to a domestication of the
entity as if the domestication were a merger until the provision is amended after May 7,
2026.
Section 84. Section
16-1a-1003
is enacted to read:
16-1a-1003
. Plan of domestication.
(1)
A domestic entity may become a foreign entity in a domestication by approving a plan
of domestication.
(2)
The domestic entity shall ensure that a plan of domestication is in a record and that the
plan of domestication contains:
(a)
the domesticating entity's name, jurisdiction of formation, and type of entity;
(b)
the domesticated entity's name, jurisdiction of formation, and type of entity;
(c)
the manner of converting the interests in the domesticating entity into interests,
securities, obligations, money, other property, or rights to acquire interests and
securities;
(d)
the proposed public organic record of the domesticated entity if the domesticated
entity is a filing entity;
(e)
the full text of the private organic rules of the domesticated entity 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 organic rules of the
domesticating entity.
(3)
In addition to the requirements described in Subsection
(2)
, a plan of domestication may
contain any other provision not prohibited by law.
Section 85. Section
16-1a-1004
is enacted to read:
16-1a-1004
. Approval of domestication.
(1)
A plan of domestication does not take effect unless:
(a)
a domestic domesticating entity approves the plan of domestication:
(i)
in accordance with the requirements, if any, of the domestic domesticating entity's
organic rules for the approval of a domestication;
(ii)
if the domestic domesticating entity's rules do not provide for approval of a
domestication, in accordance with the requirements, if any, of the domestic
domesticating entity's organic law and organic rules for the approval of:
(A)
for an entity that is not a business corporation or limited cooperative
association, a merger, as if the domestication were a merger;
(B)
for a business corporation, a merger requiring approval for a vote of the
interest holders of the business corporation, as if the domestication was that
type of merger; or
(C)
for a limited cooperative association, a transaction under this part; or
(iii)
by each interest holder of the entity entitled to vote on or consent to any matter if:
(A)
for an entity that is not a business corporation or a limited cooperative
association, the business corporation's or limited cooperative association's
organic law or organic rules do not provide for the approval of a domestication
or merger; or
(B)
for a limited cooperative association, the limited cooperative association's
organic law or organic rules do not provide for the approval of a domestication
or a transaction under this part;
(b)
each interest holder that will have interest holder liability for a debt, obligation, or
other liability that a domesticated entity incurs after the domestication takes effect
approves the domestication in a record; and
(c)
for an entity that is not a business corporation or a nonprofit corporation, the entity
shall comply with the provisions of Subsection
(1)(b)
, unless:
(i)
the organic rules of the entity contain a provision in a record for the approval of a
domestication or merger in which some or all of the entity's interest holders
become subject to interest holder liability by the vote or consent of fewer than all
the interest holders; and
(ii)
the interest holder consented in a record to or voted for the provision described in
Subsection
(1)(c)(i)
or became an interest holder after the adoption of the
provision.
(2)
A domestication of a foreign domesticating entity does not take effect unless the foreign
domesticating entity approves the domestication in accordance with the law of the
foreign entity's jurisdiction of formation.
Section 86. Section
16-1a-1005
is enacted to read:
16-1a-1005
. Amendment or abandonment of plan of domestication.
(1)
A domestic domesticating entity may amend a plan of domestication for the domestic
domesticating entity:
(a)
in the same manner as the domestic domesticating entity approved the plan of
domestication; or
(b)
through the domestic domesticating entity's governors or interest holders in the
manner provided in the plan of domestication, if an interest holder that was entitled to
vote on or consent to approval of the domestication is entitled to vote on any
amendment to the plan of domestication that will change:
(i)
the amount or kind of interests, securities, obligations, money, other property, or
rights to acquire interest or securities that an interest holder of the domesticating
entity will receive under the plan of domestication;
(ii)
the public organic record, if any, or private organic rules of the domesticated
entity that will take effect immediately after the domestication takes effect, except
for any change that does not require the approval of the interest holders of the
domesticated entity under the domesticated entity's organic law or organic rules; or
(iii)
any other term or condition of the plan, if the change would adversely affect the
interest holder in any material respect.
(2)
(a)
After a domestic domesticating entity approves a plan of domestication and before
a statement of domestication takes effect, the domestic domesticating entity may
abandon the plan of domestication as provided in the plan of domestication.
(b)
Unless prohibited by the plan of domestication, a domestic domesticating entity may
abandon the plan of domestication in the same manner as the domestic domesticating
entity approved the plan of domestication.
(3)
If a domestic domesticating entity abandons a plan of domestication after delivering a
statement of domestication to the division for filing and before the statement of
abandonment is effective, the domestic domesticating entity shall:
(a)
sign a statement of abandonment; and
(b)
deliver the signed statement of abandonment to the division for filing before the
statement of domestication takes effect.
(4)
A statement of abandonment takes effect on the day and time on which the division files
the statement of abandonment and the domestication is abandoned and does not take
effect.
(5)
A statement of abandonment shall contain:
(a)
the name of the domesticating entity;
(b)
the day on which the domesticating entity files the statement of domestication with
the division; and
(c)
a statement that the domestic domesticating entity abandoned the domestication in
accordance with this section.
Section 87. Section
16-1a-1006
is enacted to read:
16-1a-1006
. Statement of domestication -- Effective date of domestication.
(1)
A domesticating entity shall sign a statement of domestication and deliver the statement
of domestication to the division for filing.
(2)
A statement of domestication shall contain:
(a)
the domesticating entity's name, jurisdiction of formation, and type of entity;
(b)
the domesticated entity's name, jurisdiction of formation, and type of entity;
(c)
if the statement of domestication is not to be effective upon filing, the later day and
time on which the statement of domestication will take effect, which may not be
more than 90 days after the day on which the division files the statement of
domestication;
(d)
(i)
if the domesticated entity is a domestic entity, a statement that the
domesticating entity approved the plan of domestication in accordance with
Section
16-1a-1004
; or
(ii)
if the domesticating entity is a foreign entity, a statement that the domesticating
entity approved the plan of domestication in accordance with the law of the
domesticating entity's jurisdiction of formation;
(e)
if the domesticated entity is a domestic filing entity, the domesticated entity's public
organic record;
(f)
if the domesticated entity is a domestic limited liability partnership, the domesticated
entity's statement of qualification; and
(g)
if the domesticated 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.
(3)
In addition to the requirements of Subsection
(2)
, a statement of domestication may
contain any other provision not prohibited by law.
(4)
If the domesticated entity is a domestic entity, the domesticated entity's public organic
record, if any, shall satisfy the requirements of the laws of this state, except that the
public organic record:
(a)
is not required to be signed; and
(b)
may omit any provision that is not required to be included in a restatement of the
public organic record.
(5)
(a)
A domestic domesticating entity may deliver a plan of domestication that a
domestic domesticating entity signs and that meets all of the requirements of
Subsection
(2)
to the division for filing instead of a statement of domestication.
(b)
A domestic domesticating entity delivering a plan of domestication in accordance
with Subsection
(5)(a)
has the same effect as delivering a statement of domestication
to the division.
(c)
If a domestic domesticating entity delivers a plan of domestication as described in
this Subsection
(5)
, all references to a statement of domestication refer to the plan of
domestication filed in accordance with this part.
(6)
A statement of domestication takes effect on the day and time:
(a)
on which the domestic domesticating entity delivers the statement of domestication
to the division for filing; or
(b)
specified in the statement of domestication that is later than the day and time on
which the domestic domesticating entity delivers the statement of domestication to
the division for filing.
(7)
(a)
If a domesticated entity is a domestic entity, a domestication takes effect on the
day and time on which the statement of domestication takes effect.
(b)
If a domesticated entity is a foreign entity, the domestication takes effect on the later
of:
(i)
the day and time provided by the organic law of the domesticated entity; or
(ii)
the day and time on which the statement of domestication takes effect.
Section 88. Section
16-1a-1007
is enacted to read:
16-1a-1007
. Effect of domestication.
(1)
When a domestication takes effect:
(a)
the domesticated entity is:
(i)
organized under and subject to the organic law of the domesticated entity; and
(ii)
the same entity without interruption as the domesticating entity;
(b)
all of the domesticating entity's property continues to be vested in the domesticated
entity without transfer, reversion, or impairment;
(c)
each debt, obligation, and other liability of the domesticating entity continues as a
debt, obligation, and other liability of the domesticated entity;
(d)
except as otherwise provided by law or the plan of domestication, each right,
privilege, immunity, power, and purpose of the domesticating entity remain in the
domesticated entity;
(e)
the name of the domesticated entity may be substituted for the name of the
domesticating entity in a pending action or proceeding;
(f)
if the domesticated entity is a filing entity the domesticated entity's public organic
record takes effect;
(g)
if the domesticated entity is a limited liability partnership, the domesticated entity's
statement of qualification takes effect simultaneously with the domestication;
(h)
the private organic rules of the domesticated entity that are to be in a record, if any,
approved as part of the plan of domestication take effect; and
(i)
(i)
each interest in the domesticating entity is converted to the extent and as
approved in connection with the domestication; and
(ii)
each interest holder of the domesticating entity is entitled only to:
(A)
the rights provided to the interest holder under the plan of domestication;
(B)
any appraisal rights the interest holder has under Section
16-1a-708
; and
(C)
the rights provided to the interest holder under the domesticating entity's
organic law;
(j)
a person that did not have interest holder liability with respect to the domesticating
entity and becomes subject to interest holder liability with respect to a domestic
entity as a result of the domestication has interest holder liability:
(i)
only to the extent provided by the organic law of the entity; and
(ii)
only for a debt, obligation, or other liability that the domesticating entity incurs
after the domestication takes effect; and
(k)
the following conditions apply to the interest holder liability of a person that no
longer holds an interest in a domestic domesticating entity if the person had interest
holder liability in the domestic domesticating entity:
(i)
the domestication does not discharge any interest holder liability under the organic
law of the domestic domesticating entity to the extent the person incurred the
interest holder liability before the domestication takes effect;
(ii)
the person does not have interest holder liability under the organic law of the
domestic domesticating entity for a debt, obligation, or other liability that the
domesticated entity incurs after the domesticating takes effect;
(iii)
the organic law of the domestic domesticating entity continues to apply to the
release, collection, or discharge of any interest holder liability preserved under
Subsection
(1)(k)(i)
as if the domestication does not occur; and
(iv)
the person has whatever rights of contribution from any other person as provided
by other law or the organic rules of the domestic domesticating entity with respect
to any interest holder liability preserved under Subsection
(1)(k)(i)
as if the
domestication does not occur.
(2)
Except as otherwise provided in the organic law or organic rules of the domesticating
entity, the domestication does not give rise to any right that an interest holder, governor,
or third party would have upon the dissolution, liquidation, or winding up of the
domesticating entity.
(3)
When a domestication takes effect, a person may serve a foreign entity that is the
domesticated entity with process in this state for the collection and enforcement of any
debt, obligation, or other liability of the foreign entity in accordance with applicable law.
(4)
If a domesticating entity is a registered foreign entity, the registration to do business in
this state of the domesticating entity is canceled when the domestication takes effect.
(5)
A domestication does not require the domesticating entity to wind up the domesticating
entity's affairs and does not constitute or cause the dissolution of the domesticating
entity.
Section 89. Section
16-6a-120
is enacted to read:
16-6a-120
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 90. Section
16-7-17
is enacted to read:
16-7-17
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 91. Section
16-10a-130
is enacted to read:
16-10a-130
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 92. Section
16-10b-107
is enacted to read:
16-10b-107
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 93. Section
16-11-17
is enacted to read:
16-11-17
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 94. Section
16-12-7
is enacted to read:
16-12-7
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 95. Section
16-15-111
is enacted to read:
16-15-111
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 96. Section
16-16-121
is enacted to read:
16-16-121
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 97. Section
16-18-101
, which is renumbered from Section 48-1d-102 is renumbered
and amended to read:
18. Utah Uniform Partnership Act
1. General Provisions
48-1d-102
16-18-101
. Definitions.
As used in this chapter:
(1)
"Business" includes every trade, occupation, and profession.
(2)
"Contribution," except in the phrase "right of contribution," means property or a benefit
described in Section
48-1d-501
16-18-501
which is provided by a person to a
partnership to become a partner or in the person's capacity as a partner.
(3)
"Debtor in bankruptcy" means a person that is the subject of:
(a)
an order for relief under Title 11 of the United States Code or a comparable order
under a successor statute of general application; or
(b)
a comparable order under federal, state, or foreign law governing insolvency.
(4)
(a)
"Distribution" means a transfer of money or other property from a partnership to a
person on account of a transferable interest or in a person's capacity as a partner.

(b)
The term:
"Distribution"
(a)

includes:
(i)
a redemption or other purchase by a partnership of a transferable interest; and
(ii)
a transfer to a partner in return for the partner's relinquishment of any right to
participate as a partner in the management or conduct of the partnership's
activities and affairs or have access to records or other information concerning the
partnership's activities and affairs
; and
.
(b)
(c)
"Distribution"
does not include amounts constituting reasonable compensation
for present or past service or payments made in the ordinary course of business under
a bona fide retirement plan or other bona fide benefits program.
(5)
"Division" means the Division of Corporations and Commercial Code.
(6)
"Foreign limited liability partnership" means a foreign partnership whose partners have
limited liability for the debts, obligations, or other liabilities of the foreign partnership
under a provision similar to Subsection
48-1d-306(3)
16-18-306(3)
.
(7)
(a)
"Foreign partnership" means an unincorporated entity formed under the law of a
jurisdiction other than this state which would be a partnership if formed under the
law of this state.
(b)
The term
"Foreign partnership"
includes a foreign limited liability partnership.
(8)
"Jurisdiction," used to refer to a political entity, means the United States, a state, a
foreign country, or a political subdivision of a foreign country.
(9)
"Jurisdiction of formation" means, with respect to an entity, the jurisdiction:
(a)
under whose law the entity is formed; or
(b)
in the case of a limited liability partnership or foreign limited liability partnership, in
which the partnership's statement of qualification is filed.
(10)
"Limited liability partnership," except in the phrase "foreign limited liability
partnership," means a partnership that has filed a statement of qualification under
Section
48-1d-1101
16-18-1001
and does not have a similar statement in effect in any
other jurisdiction.
(11)
"Partner" means a person that:
(a)
has become a partner in a partnership under Section
48-1d-401
16-18-401
or was a
partner in a partnership when the partnership became subject to this chapter under
Section
48-1d-1405
16-18-1205
; and
(b)
has not dissociated as a partner under Section
48-1d-701
16-18-701
.
(12)
(a)
"Partnership" means an association of two or more persons to carry on as
co-owners a business for profit formed under this chapter or that becomes subject to
this chapter under

Part 10, Merger, Interest Exchange, Conversion, and
Domestication
:
(i)
Chapter 1a, Part 7, Merger;
(ii)
Chapter 1a, Part 8, Interest Exchange;
(iii)
Chapter 1a, Part 9, Conversion;
(iv)
,
Chapter 1a, Part 10, Domestication;
or
(v)
Section
48-1d-1405
16-18-1205
.
(b)
The term
"Partnership"
includes a limited liability partnership.
(13)
(a)
"Partnership agreement" means the agreement, whether or not referred to as a
partnership agreement, and whether oral, implied, in a record, or in any combination
thereof, of all the partners of a partnership concerning the matters described in
Subsection
48-1d-106(1)
16-18-105(1)
.
(b)
The term
"Partnership agreement"
includes the agreement as amended or restated.
(14)
"Partnership at will" means a partnership in which the partners have not agreed to
remain partners until the expiration of a definite term or the completion of a particular
undertaking.
(15)
"Person" means an individual, business corporation, nonprofit corporation, partnership,
limited partnership, limited liability company, limited cooperative association,
unincorporated nonprofit association, statutory trust, business trust, common-law
business trust, estate, trust, association, joint venture, public corporation, government or
governmental subdivision, agency, or instrumentality, or any other legal or commercial
entity.
(16)
"Principal office" means the principal executive office of a partnership or a foreign
limited liability partnership, whether or not the office is located in this state.
(17)
"Professional services" means a personal service provided by:
(a)
a public accountant holding a license under
Title 58, Chapter 26a, Certified Public
Accountant Licensing Act
, or a subsequent law regulating the practice of public
accounting;
(b)
an architect holding a license under
Title 58, Chapter 3a, Architects Licensing Act
,
or a subsequent law regulating the practice of architecture;
(c)
an attorney granted the authority to practice law by the:
(i)
Utah Supreme Court; or
(ii)
one or more of the following that licenses or regulates the authority to practice
law in a state or territory of the United States other than Utah:
(A)
a supreme court;
(B)
a court other than a supreme court;
(C)
an agency;
(D)
an instrumentality; or
(E)
a regulating board;
(d)
a chiropractor holding a license under
Title 58, Chapter 73, Chiropractic Physician
Practice Act
, or a subsequent law regulating the practice of chiropractics;
(e)
a doctor of dentistry holding a license under
Title 58, Chapter 69, Dentist and Dental
Hygienist Practice Act
, or a subsequent law regulating the practice of dentistry;
(f)
a professional engineer registered under
Title 58, Chapter 22, Professional Engineers
and Professional Land Surveyors Licensing Act
, or a subsequent law regulating the
practice of engineers or land surveyors;
(g)
a naturopath holding a license under
Title 58, Chapter 71, Naturopathic Physician
Practice Act
, or a subsequent law regulating the practice of naturopathy;
(h)
a nurse licensed under
Title 58, Chapter 31b, Nurse Practice Act
, or
Chapter 44a,
Nurse Midwife Practice Act
, or a subsequent law regulating the practice of nursing;
(i)
an optometrist holding a license under
Title 58, Chapter 16a, Utah Optometry
Practice Act
, or a subsequent law regulating the practice of optometry;
(j)
an osteopathic physician or surgeon holding a license under
Title 58, Chapter 68,
Utah Osteopathic Medical Practice Act
, or a subsequent law regulating the practice of
osteopathy;
(k)
a pharmacist holding a license under
Title 58, Chapter 17b, Pharmacy Practice Act
,
or a subsequent law regulating the practice of pharmacy;
(l)
a physician, surgeon, or doctor of medicine holding a license under
Title 58, Chapter
67, Utah Medical Practice Act
, or a subsequent law regulating the practice of
medicine;
(m)
a physician assistant holding a license under
Title 58, Chapter 70a, Utah Physician
Assistant Act
, or a subsequent law regulating the practice as a physician assistant;
(n)
a physical therapist holding a license under
Title 58, Chapter 24b, Physical Therapy
Practice Act
, or a subsequent law regulating the practice of physical therapy;
(o)
a podiatric physician holding a license under
Title 58, Chapter 5a, Podiatric
Physician Licensing Act
, or a subsequent law regulating the practice of podiatry;
(p)
a psychologist holding a license under
Title 58, Chapter 61, Psychologist Licensing
Act
, or a subsequent law regulating the practice of psychology;
(q)
a principal broker, associate broker, or sales agent holding a license under
Title 61,
Chapter 2f, Real Estate Licensing and Practices Act
, or a subsequent law regulating
the sale, exchange, purchase, rental, or leasing of real estate;
(r)
a clinical or certified social worker holding a license under
Title 58, Chapter 60, Part
2, Social Worker Licensing Act
, or a subsequent law regulating the practice of social
work;
(s)
a mental health therapist holding a license under
Title 58, Chapter 60, Mental Health
Professional Practice Act
, or a subsequent law regulating the practice of mental
health therapy;
(t)
a veterinarian holding a license under
Title 58, Chapter 28, Veterinary Practice Act
,
or a subsequent law regulating the practice of veterinary medicine; or
(u)
an individual licensed, certified, or registered under
Title 61, Chapter 2g, Real Estate
Appraiser Licensing and Certification Act
, or a subsequent law regulating the
practice of appraising real estate.
(18)
"Property" means all property, whether real, personal, or mixed, or tangible or
intangible, or any right or interest therein.
(19)
"Record," used as a noun, means information that is inscribed on a tangible medium or
that is stored in an electronic or other medium and is retrievable in perceivable form.
(20)
"Registered agent" means an agent of a limited liability partnership or foreign limited
liability partnership which is authorized to receive service of any process, notice, or
demand required or permitted by law to be served on the partnership.
(21)
"Registered foreign limited liability partnership" means a foreign limited liability
partnership that is registered to do business in this state
pursuant to
in accordance with

a statement of registration filed by the division.
(22)
"Sign" means, with present intent to authenticate or adopt a record:
(a)
to execute or adopt a tangible symbol; or
(b)
to attach to or logically associate with the record an electronic symbol, sound, or
process.
(23)
"State" means a state of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands, or any territory or insular possession subject to the
jurisdiction of the United States.
(24)
"Transfer" includes:
(a)
an assignment;
(b)
a conveyance;
(c)
a sale;
(d)
a lease;
(e)
an encumbrance, including a mortgage or security interest;
(f)
a gift; and
(g)
a transfer by operation of law.
(25)
(a)
"Transferable interest" means the right, as initially owned by a person in the
person's capacity as a partner, to receive distributions from a partnership in
accordance with the partnership agreement, whether or not the person remains a
partner or continues to own any part of the right.
(b)
The term
"Transferable interest"
applies to any fraction of the interest, by
whomever owned.
(26)
"Transferee" means a person to which all or part of a transferable interest has been
transferred, whether or not the transferor is a partner.
(27)
"Tribal partnership" means a partnership:
(a)
formed under the law of a tribe; and
(b)
that is at least 51% owned or controlled by the tribe under whose law the partnership
is formed.
(28)
"Tribe" means a tribe, band, nation, pueblo, or other organized group or community of
Indians, including an Alaska Native village, that is legally recognized as eligible for and
is consistent with a special program, service, or entitlement provided by the United
States to Indians because of their status as Indians.
Section 98. Section
16-18-102
, which is renumbered from Section 48-1d-103 is renumbered
and amended to read:
48-1d-103
16-18-102
. 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
48-1d-116(6)
Section
16-1a-211
, 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 partner is deemed:
(a)
to know of a limitation on authority to transfer real property as provided in
Subsection
48-1d-303(7)
16-18-303(7)
; and
(b)
to have notice of:
(i)
a partner's dissociation 90 days after a statement of dissociation under Section
48-1d-804
16-18-804
becomes effective; and
(ii)
a partnership's:
(A)
dissolution 90 days after a statement of dissolution under Subsection
48-1d-902(2)(b)(i)
16-18-902(2)(b)(i)
becomes effective;
(B)
termination 90 days after a statement of termination under Subsection
48-1d-902(2)(b)(vi)
16-18-902(2)(b)(vi)
becomes effective;
(C)
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
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8, Interest
Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10,
Domestication
, becomes effective; and
(D)
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
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8,
Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10,
Domestication
, becomes effective.
(5)
A partner's knowledge or notice of a fact relating to the partnership is effective
immediately as knowledge of or notice to the partnership, except in the case of a fraud
on the partnership committed by or with the consent of that partner.
Section 99. Section
16-18-103
, which is renumbered from Section 48-1d-104 is renumbered
and amended to read:
48-1d-104
16-18-103
. Governing law.
The internal affairs of a partnership and the liability of a partner as a partner for the
debts, obligations, or other liabilities of the partnership are governed by:
(1)
in the case of a limited liability partnership, the law of this state; and
(2)
in the case of a partnership that is not a limited liability partnership, the law of the state
of the jurisdiction in which the partnership has its principal office.
Section 100. Section
16-18-104
, which is renumbered from Section 48-1d-105 is renumbered
and amended to read:
48-1d-105
16-18-104
. Supplemental principles of law.
Unless displaced by particular provisions of this chapter, the principles of law and equity
supplement this chapter.
Section 101. Section
16-18-105
, which is renumbered from Section 48-1d-106 is renumbered
and amended to read:
48-1d-106
16-18-105
. Partnership agreement -- Scope, function, and limitations.
(1)
Except as otherwise provided in Subsections
(3)
and
(4)
, the partnership agreement
governs:
(a)
relations among the partners as partners and between the partners and the partnership;
(b)
the activities and affairs of the partnership and the conduct of those activities and
affairs; and
(c)
the means and conditions for amending the partnership agreement.
(2)
To the extent the partnership agreement does not provide for a matter described in
Subsection
(1)
, this chapter governs the matter.
(3)
A partnership agreement may not:
(a)
vary the law applicable under Section
48-1d-104
16-18-103
;
(b)
vary the provisions of Section
48-1d-111
16-1a-209
;
(c)
vary the provisions of Section
48-1d-307
16-18-307
;
(d)
unreasonably restrict the duties and rights under Section
48-1d-403
16-18-403
, but
the partnership agreement may impose reasonable restrictions on the availability and
use of information obtained under that section and may define appropriate remedies,
including liquidated damages, for a breach of any reasonable restriction on use;
(e)
eliminate the duty of loyalty or the duty of care, except as otherwise provided in
Subsection
(4)
;
(f)
eliminate the contractual obligation of good faith and fair dealing under Subsection
48-1d-405(4)
16-18-405(4)
, but the partnership agreement may prescribe the
standards, if not unconscionable or against public policy, by which the performance
of the obligation is to be measured;
(g)
relieve or exonerate a person from liability for conduct involving bad faith, willful
misconduct, or recklessness;
(h)
vary the power to dissociate as a partner under Subsection
48-1d-702(1)
16-18-702(1)
, except to require the notice under Subsection
48-1d-701(1)
16-18-701(1)
to be in a record;
(i)
vary the right of a court to expel a partner in the events specified in Subsection
48-1d-701(5)
16-18-701(5)
;
(j)
vary the causes of dissolution specified in Subsection
48-1d-901(4)
16-18-901(4)
,
(5)
,
or
(6)
;
(k)
vary the requirement to wind up the partnership's activities and affairs as specified in
Subsections
48-1d-902(1)
16-18-902(1)
,
(2)(a)
, and
(4)
;
(l)
vary the right of a partner to approve a merger, interest exchange, conversion, or
domestication under
Subsection
48-1d-1023(1)(b)
Section
16-1a-704
,
48-1d-1033(1)(b)
16-1a-804
,
48-1d-1043(1)(b)
16-1a-904
, or
48-1d-1053(1)(b)
16-1a-1004
;
(m)
vary any requirement, procedure, or other provision of this chapter pertaining to:
(i)
registered agents; or
(ii)
the division, including provisions pertaining to records authorized or required to
be delivered to the division for filing under this chapter; or
(n)
except as otherwise provided in Section
48-1d-107
16-18-106
and Subsection
48-1d-108(2)
16-18-107(2)
, restrict the rights under this chapter of a person other
than a partner.
(4)
Subject to Subsection
(3)(e)
, without limiting other terms that may be included in a
partnership agreement, the following rules apply:
(a)
The partnership agreement may specify the method by which a specific act or
transaction that would otherwise violate the duty of loyalty may be authorized or
ratified by one or more disinterested and independent persons after full disclosure of
all material facts.
(b)
If not unconscionable or against public policy, the partnership agreement may:
(i)
alter or eliminate the aspects of the duty of loyalty stated in Subsection
48-1d-405(2)
16-18-405(2)
;
(ii)
identify specific types or categories of activities that do not violate the duty of
loyalty;
(iii)
alter the duty of care, except to authorize intentional misconduct or knowing
violation of law; and
(iv)
alter or eliminate any other fiduciary duty.
(5)
(a)
The court shall decide as a matter of law whether a term of a partnership
agreement is unconscionable or against public policy under Subsection
(3)(f)
or
(4)(b)
.
(b)

The court:
(a)
(i)
shall make
its
the court's
determination as of the time the challenged term
became part of the partnership agreement and by considering only circumstances
existing at that time; and
(b)
(ii)
may invalidate the term only if, in light of the purposes and business of the
partnership, it is readily apparent that:
(i)
(A)
the objective of the term is unconscionable or against public policy; or
(ii)
(B)
the means to achieve the term's objective is unconscionable or against
public policy.
Section 102. Section
16-18-106
, which is renumbered from Section 48-1d-107 is renumbered
and amended to read:
48-1d-107
16-18-106
. Partnership agreement -- Effect on partnership and
person becoming partner -- Preformation agreement.
(1)
A partnership is bound by and may enforce the partnership agreement, whether or not
the partnership has itself manifested assent to the partnership agreement.
(2)
A person that becomes a partner of a partnership is deemed to assent to the partnership
agreement.
(3)
Two or more persons intending to become the initial partners of a partnership may make
an agreement providing that upon the formation of the partnership the agreement will
become the partnership agreement.
Section 103. Section
16-18-107
, which is renumbered from Section 48-1d-108 is renumbered
and amended to read:
48-1d-108
16-18-107
. Partnership agreement -- Effect on third parties and
relationship to records effective on behalf of partnership.
(1)
(a)
A partnership agreement may specify that
its
the partnership's
amendment
requires the approval of a person that is not a party to the partnership agreement or
the satisfaction of a condition.
(b)

An amendment is ineffective if
its
the amendment's
adoption does not include the
required approval or satisfy the specified condition.
(2)
(a)
The obligations of a partnership and
its
the partnership's
partners to a person in
the person's capacity as a transferee or person dissociated as a partner are governed
by the partnership agreement.
(b)

Subject only to a court order issued under Subsection
48-1d-604(2)(b)
16-18-604(2)(b)
to effectuate a charging order, an amendment to the partnership
agreement made after a person becomes a transferee or is dissociated as a partner:
(a)
(i)
is effective with regard to any debt, obligation, or other liability of the
partnership or its partners to the person in the person's capacity as a transferee or
person dissociated as a partner; and
(b)
(ii)
is not effective to the extent the amendment:
(i)
(A)
imposes a new debt, obligation, or other liability on the transferee or
person dissociated as a partner; or
(ii)
(B)
prejudices the rights under Section
48-1d-801
16-18-801
of a person that
dissociated as a partner before the amendment was made.
(3)
If a record delivered by a partnership to the division for filing becomes effective under
this chapter and contains a provision that would be ineffective under Subsection
48-1d-106(3)
16-18-105(3)
or
(4)(b)
if contained in the partnership agreement, the
provision is ineffective in the record.
(4)
Subject to Subsection
(3)
, if a record delivered by a partnership to the division for filing
becomes effective under this chapter and conflicts with a provision of the partnership
agreement:
(a)
the partnership agreement prevails as to partners, persons dissociated as partners, and
transferees; and
(b)
the record prevails as to other persons to the extent
they
the persons
reasonably rely
on the record.
Section 104. Section
16-18-108
, which is renumbered from Section 48-1d-118 is renumbered
and amended to read:
48-1d-118
16-18-108
. Reservation of power to amend or repeal.
The Legislature of this state has power to amend or repeal all or part of this chapter at
any time, and all domestic and foreign limited liability partnerships subject to this chapter are
governed by the amendment or repeal.
Section 105. Section
16-18-109
is enacted to read:
16-18-109
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 106. Section
16-18-201
, which is renumbered from Section 48-1d-201 is renumbered
and amended to read:
2. Nature of Partnership
48-1d-201
16-18-201
. Partnership as entity.
(1)
A partnership is an entity distinct from
its
the partnership's
partners.
(2)
A partnership is the same entity regardless of whether the partnership has a statement of
qualification in effect under Section
48-1d-1101
16-18-1001
.
Section 107. Section
16-18-202
, which is renumbered from Section 48-1d-202 is renumbered
and amended to read:
48-1d-202
16-18-202
. Formation of partnership.
(1)
Except as otherwise provided in Subsection
(2)
, the association of two or more persons
to carry on as co-owners a business for profit forms a partnership, whether or not the
persons intend to form a partnership.
(2)
An association formed under a statute other than this chapter, a predecessor statute, or a
comparable statute of another jurisdiction is not a partnership under this chapter.
(3)
In determining whether a partnership is formed, the following rules apply:
(a)
Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common
property, or part ownership does not by itself establish a partnership, even if the
co-owners share profits made by the use of the property.
(b)
The sharing of gross returns does not by itself establish a partnership, even if the
persons sharing them have a joint or common right or interest in property from which
the returns are derived.
(c)
A person who receives a share of the profits of a business is presumed to be a partner
in the business, unless the profits were received in payment:
(i)
of a debt by installments or otherwise;
(ii)
for services as an independent contractor or of wages or other compensation to an
employee;
(iii)
of rent;
(iv)
of an annuity or other retirement or health benefit to a deceased or retired partner
or a beneficiary, representative, or designee of a deceased or retired partner;
(v)
of interest or other charge on a loan, even if the amount of payment varies with
the profits of the business, including a direct or indirect present or future
ownership of the collateral, or rights to income, proceeds, or increase in value
derived from the collateral; or
(vi)
for the sale of the goodwill of a business or other property by installments or
otherwise.
Section 108. Section
16-18-203
, which is renumbered from Section 48-1d-203 is renumbered
and amended to read:
48-1d-203
16-18-203
. Partnership property.
Property acquired by a partnership is property of the partnership and not of the partners
individually.
Section 109. Section
16-18-204
, which is renumbered from Section 48-1d-204 is renumbered
and amended to read:
48-1d-204
16-18-204
. When property is partnership property.
(1)
Property is partnership property if acquired in the name of:
(a)
the partnership; or
(b)
one or more partners with an indication in the instrument transferring title to the
property of the person's capacity as a partner or of the existence of a partnership but
without an indication of the name of the partnership.
(2)
Property is acquired in the name of the partnership by a transfer to:
(a)
the partnership in
its
the partnership's
name; or
(b)
one or more partners in
their
the partners'
capacity as partners in the partnership, if
the name of the partnership is indicated in the instrument transferring title to the
property.
(3)
Property is presumed to be partnership property if purchased with partnership assets,
even if not acquired in the name of the partnership or of one or more partners with an
indication in the instrument transferring title to the property of the person's capacity as a
partner or of the existence of a partnership.
(4)
Property acquired in the name of one or more of the partners, without an indication in
the instrument transferring title to the property of the person's capacity as a partner or of
the existence of a partnership and without use of partnership assets, is presumed to be
separate property, even if used for partnership purposes.
Section 110. Section
16-18-301
, which is renumbered from Section 48-1d-301 is renumbered
and amended to read:
3. Relations of Partners to Persons Dealing with Partnership
48-1d-301
16-18-301
. Partner agent of partnership.
Subject to the effect of a statement of partnership authority under Section
48-1d-303
16-18-303
, the following rules apply:
(1)
(a)
Each partner is an agent of the partnership for the purpose of its activities and
affairs.
(b)

An act of a partner, including the signing of an instrument in the partnership
name, for apparently carrying on in the ordinary course the partnership's activities
and affairs or activities and affairs of the kind carried on by the partnership binds the
partnership, unless the partner did not have authority to act for the partnership in the
particular matter and the person with which the partner was dealing knew, or had
notice, that the partner lacked authority.
(2)
An act of a partner, which is not apparently for carrying on in the ordinary course the
partnership's activities and affairs or activities and affairs of the kind carried on by the
partnership, binds the partnership only if the act was actually authorized by all the other
partners.
Section 111. Section
16-18-302
, which is renumbered from Section 48-1d-302 is renumbered
and amended to read:
48-1d-302
16-18-302
. Transfer of partnership property.
(1)
Partnership property may be transferred as follows:
(a)
Subject to the effect of a statement of partnership authority under Section
48-1d-303
16-18-303
, partnership property held in the name of the partnership may be
transferred by an instrument of transfer executed by a partner in the partnership name.
(b)
Partnership property held in the name of one or more partners with an indication in
the instrument transferring the property to them of their capacity as partners or of the
existence of a partnership, but without an indication of the name of the partnership,
may be transferred by an instrument of transfer executed by the persons in whose
name the property is held.
(c)
Partnership property held in the name of one or more persons other than the
partnership, without an indication in the instrument transferring the property to them
of their capacity as partners or of the existence of a partnership, may be transferred
by an instrument of transfer executed by the persons in whose name the property is
held.
(2)
A partnership may recover partnership property from a transferee only if
it
the
partnership
proves that execution of the instrument of initial transfer did not bind the
partnership under Section
48-1d-301
16-18-301
and:
(a)
as to a subsequent transferee who gave value for property transferred under
Subsection
(1)(a)
or
(1)(b)
, proves that the subsequent transferee knew or had
received a notification that the person who executed the instrument of initial transfer
lacked authority to bind the partnership; or
(b)
as to a transferee who gave value for property transferred under Subsection
(1)(c)
,
proves that the transferee knew or had received a notification that the property was
partnership property and that the person who executed the instrument of initial
transfer lacked authority to bind the partnership.
(3)
A partnership may not recover partnership property from a subsequent transferee if the
partnership would not have been entitled to recover the property, under Subsection
(2)
,
from any earlier transferee of the property.
(4)
(a)
If a person holds all the partners' interests in the partnership, all the partnership
property vests in that person.
(b)

The person may execute a document in the name of the partnership to evidence
vesting of the property in that person and may file or record the document.
Section 112. Section
16-18-303
, which is renumbered from Section 48-1d-303 is renumbered
and amended to read:
48-1d-303
16-18-303
. Statement of partnership authority.
(1)
(a)
A partnership may deliver to the division for filing a statement of partnership
authority.
(b)

The statement:
(a)
(i)
must include:
(i)
(A)
the name of the partnership; and
(ii)
(B)
if the partnership is not a limited liability partnership, the street and
mailing addresses of its principal office;
(b)
(ii)
with respect to any position that exists in or with respect to the partnership,
may state the authority, or limitations on the authority, of all persons holding the
position to:
(i)
(A)
execute an instrument transferring real property held in the name of the
partnership; or
(ii)
(B)
enter into other transactions on behalf of, or otherwise act for or bind, the
partnership; and
(c)
(iii)
may state the authority, or limitations on the authority, of a specific person
to:
(i)
(A)
execute an instrument transferring real property held in the name of the
partnership; or
(ii)
(B)
enter into other transactions on behalf of, or otherwise act for or bind, the
partnership.
(2)
To amend or cancel a statement of authority filed by the division, a partnership must
deliver to the division for filing an amendment or cancellation stating:
(a)
the name of the partnership;
(b)
the street and mailing addresses of the partnership's principal office;
(c)
the date the statement of authority being affected became effective; and
(d)
the contents of the amendment or a declaration that the statement of authority is
canceled.
(3)
A statement of authority affects only the power of a person to bind a partnership to
persons that are not partners.
(4)
Subject to Subsection
(3)
and Subsection
48-1d-103(4)(a)
16-18-102(4)(a)
, and except
as otherwise provided in Subsections
(6)
,
(7)
, and
(8)
, a limitation on the authority of a
person or a position contained in an effective statement of authority is not by itself
evidence of any person's knowledge or notice of the limitation.
(5)
Subject to Subsection
(3)
, a grant of authority not pertaining to transfers of real property
and contained in an effective statement of authority is conclusive in favor of a person
that gives value in reliance on the grant, except to the extent that if the person gives
value:
(a)
the person has knowledge to the contrary;
(b)
the statement of authority has been canceled or restrictively amended under
Subsection
(2)
; or
(c)
a limitation on the grant is contained in another statement of authority that became
effective after the statement of authority containing the grant became effective.
(6)
Subject to Subsection
(3)
, an effective statement of authority that grants authority to
transfer real property held in the name of the partnership and a certified copy of which is
recorded in the office for recording transfers of the real property is conclusive in favor of
a person that gives value in reliance on the grant without knowledge to the contrary,
except to the extent that when the person gives value:
(a)
the statement of authority has been canceled or restrictively amended under
Subsection
(2)
, and a certified copy of the cancellation or restrictive amendment has
been recorded in the office for recording transfers of the real property; or
(b)
a limitation on the grant is contained in another statement of authority that became
effective after the statement of authority containing the grant became effective, and a
certified copy of the later-effective statement of authority is recorded in the office for
recording transfers of the real property.
(7)
Subject to Subsection
(3)
, if a certified copy of an effective statement of authority
containing a limitation on the authority to transfer real property held in the name of a
partnership is recorded in the office for recording transfers of that real property, all
persons are deemed to know of the limitation.
(8)
Subject to Subsection
(9)
, an effective statement of dissolution is a cancellation of any
filed statement of authority for the purposes of Subsection
(6)
and is a limitation on
authority for purposes of Subsection
(7)
.
(9)
(a)
After a statement of dissolution becomes effective, a partnership may deliver to
the division for filing and, if appropriate, may record a statement of authority that is
designated as a postdissolution statement of authority.
(b)

The postdissolution statement of authority operates as provided in Subsections
(6)

and
(7)
.
(10)
(a)
Unless canceled earlier, an effective statement of authority is canceled by
operation of law five years after the date on which the statement of authority, or
its
the statement of authority's
most recent amendment, becomes effective.
(b)

Cancellation is effective without recording under Subsection
(6)
or
(7)
.
(11)
An effective statement of denial operates as a restrictive amendment under this section
and may be recorded by certified copy for purposes of Subsection
(6)(a)
.
Section 113. Section
16-18-304
, which is renumbered from Section 48-1d-304 is renumbered
and amended to read:
48-1d-304
16-18-304
. Statement of denial.
A person named in a filed statement of authority granting that person authority may
deliver to the division for filing a statement of denial that:
(1)
provides the name of the partnership and the caption of the statement of authority to
which the statement of denial pertains; and
(2)
denies the grant of authority.
Section 114. Section
16-18-305
, which is renumbered from Section 48-1d-305 is renumbered
and amended to read:
48-1d-305
16-18-305
. Partnership liable for partner's actionable conduct.
(1)
A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as
a result of a wrongful act or omission, or other actionable conduct, of a partner acting in
the ordinary course of activities and affairs of the partnership or with the actual or
apparent authority of the partnership.
(2)
If, in the course of the partnership's activities and affairs or while acting with actual or
apparent authority of the partnership, a partner receives or causes the partnership to
receive money or property of a person not a partner, and the money or property is
misapplied by a partner, the partnership is liable for the loss.
Section 115. Section
16-18-306
, which is renumbered from Section 48-1d-306 is renumbered
and amended to read:
48-1d-306
16-18-306
. Partner's liability.
(1)
Except as otherwise provided in Subsections
(2)
and
(3)
, all partners are liable jointly
and severally for all debts, obligations, and other liabilities of the partnership unless
otherwise agreed to by the claimant or provided by law.
(2)
A person that becomes a partner is not personally liable for a debt, obligation, or other
liability of the partnership incurred before the person became a partner.
(3)
(a)
A debt, obligation, or other liability of a partnership incurred while the partnership
is a limited liability partnership is solely the debt, obligation, or other liability of the
limited liability partnership.
(b)

A partner is not personally liable, directly or indirectly, by way of contribution or
otherwise, for a debt, obligation, or other liability of the limited liability partnership
solely by reason of being or acting as a partner.
(c)

This Subsection
(3)
applies:
(a)
(i)
despite anything inconsistent in the partnership agreement that existed
immediately before the vote or consent required to become a limited liability
partnership under Subsection
48-1d-1101(2)
16-18-1001(2)
; and
(b)
(ii)
regardless of the dissolution of the limited liability partnership.
(4)
The failure of a limited liability partnership to observe any formalities relating to the
exercise of its powers or management of its activities and affairs is not a ground for
imposing liability on any partner of the limited liability partnership for a debt,
obligation, or other liability of the limited liability partnership.
(5)
The cancellation or administrative revocation of a limited liability partnership's
statement of qualification does not affect the limitation under this section on the liability
of a partner for a debt, obligation, or other liability of the partnership incurred while the
statement was in effect.
(6)
(a)
Subsection
(3)
and
Part 11, Limited Liability Partnerships
Part 10, Limited
Liability Partnerships
, do not alter any law applicable to the relationship between a
person providing a professional service and a person receiving the professional
service, including liability arising out of those professional services.
(b)

A person providing a professional service remains personally liable for a result of
that person's act or omission.
Section 116. Section
16-18-307
, which is renumbered from Section 48-1d-307 is renumbered
and amended to read:
48-1d-307
16-18-307
. Actions by and against partnership and partners.
(1)
A partnership may sue and be sued in the name of the partnership.
(2)
To the extent not inconsistent with Section
48-1d-306
16-18-306
, a partner may be
joined in an action against the partnership or named in a separate action.
(3)
(a)
A judgment against a partnership is not by itself a judgment against a partner.
(b)

A judgment against a partnership may not be satisfied from a partner's assets
unless there is also a judgment against the partner.
(4)
A judgment creditor of a partner may not levy execution against the assets of the partner
to satisfy a judgment based on a claim against the partnership unless the partner is
personally liable for the claim under Section
48-1d-306
16-18-306
, and:
(a)
a judgment based on the same claim has been obtained against the partnership and a
writ of execution on the judgment has been returned unsatisfied in whole or in part;
(b)
the partnership is a debtor in bankruptcy;
(c)
the partner has agreed that the creditor need not exhaust partnership assets;
(d)
a court grants permission to the judgment creditor to levy execution against the
assets of a partner based on a finding that partnership assets subject to execution are
clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is
excessively burdensome, or that the grant of permission is an appropriate exercise of
the court's equitable powers; or
(e)
liability is imposed on the partner by law or contract independent of the existence of
the partnership.
(5)
This section applies to any partnership liability or obligation resulting from a
representation by a partner or purported partner under Section
48-1d-308
16-18-308
.
Section 117. Section
16-18-308
, which is renumbered from Section 48-1d-308 is renumbered
and amended to read:
48-1d-308
16-18-308
. Liability of purported partner.
(1)
(a)
If a person, by words or conduct, purports to be a partner, or consents to being
represented by another as a partner, in a partnership or with one or more persons not
partners, the purported partner is liable to a person to whom the representation is
made, if that person, relying on the representation, enters into a transaction with the
actual or purported partnership.
(b)

If the representation, either by the purported partner or by a person with the
purported partner's consent, is made in a public manner, the purported partner is
liable to a person who relies upon the purported partnership even if the purported
partner is not aware of being held out as a partner to the claimant.
(c)

If partnership liability results, the purported partner is liable with respect to that
liability as if the purported partner were a partner.
(d)

If no partnership liability results, the purported partner is liable with respect to
that liability jointly and severally with any other person consenting to the
representation.
(2)
(a)
If a person is thus represented to be a partner in an existing partnership, or with
one or more persons not partners, the purported partner is an agent of persons
consenting to the representation to bind them to the same extent and in the same
manner as if the purported partner were a partner, with respect to persons who enter
into transactions in reliance upon the representation.
(b)

If all the partners of the existing partnership consent to the representation, a
partnership act or obligation results.
(c)

If fewer than all the partners of the existing partnership consent to the
representation, the person acting and the partners consenting to the representation are
jointly and severally liable.
(3)
A person is not liable as a partner merely because the person is named by another in a
statement of partnership authority.
(4)
A person does not continue to be liable as a partner merely because of a failure to file a
statement of dissociation or to amend a statement of partnership authority to indicate the
partner's dissociation from the partnership.
(5)
Except as otherwise provided in Subsections
(1)
and
(2)
, persons who are not partners
as to each other are not liable as partners to other persons.
Section 118. Section
16-18-401
, which is renumbered from Section 48-1d-401 is renumbered
and amended to read:
4. Relations of Partners to Each Other and to Partnership
48-1d-401
16-18-401
. Becoming partner.
(1)
Upon formation of a partnership, a person becomes a partner under Subsection
48-1d-202(1)
16-18-202(1)
.
(2)
After formation of a partnership, a person becomes a partner:
(a)
as provided in the partnership agreement;
(b)
as a result of a transaction effective under
Part 10, Merger, Interest Exchange,
Conversion, and Domestication
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8,
Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10,
Domestication
; or
(c)
with the consent of all the partners.
(3)
A person may become a partner without either:
(a)
acquiring a transferable interest; or
(b)
making or being obligated to make a contribution to the partnership.
Section 119. Section
16-18-402
, which is renumbered from Section 48-1d-402 is renumbered
and amended to read:
48-1d-402
16-18-402
. Management rights of partners.
(1)
Each partner has equal rights in the management and conduct of the partnership's
activities and affairs.
(2)
A partner may use or possess partnership property only on behalf of the partnership.
(3)
A partner is not entitled to remuneration for services performed for the partnership,
except for reasonable compensation for services rendered in winding up the activities
and affairs of the partnership.
(4)
A difference arising among partners as to a matter in the ordinary course of the
activities of the partnership shall be decided by a majority of the partners.
(5)
(a)
An act outside the ordinary course of the activities and affairs of the partnership
may be undertaken only with the consent of all partners.
(b)

An act outside the ordinary course of business of a partnership, an amendment to
the partnership agreement, and the approval of a transaction under
Part 10, Merger,
Interest Exchange, Conversion, and Domestication
Chapter 1a, Part 7, Merger,
Chapter 1a, Part 8, Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a,
Part 10, Domestication
, may be undertaken only with the affirmative vote or consent
of all of the partners.
Section 120. Section
16-18-403
, which is renumbered from Section 48-1d-403 is renumbered
and amended to read:
48-1d-403
16-18-403
. Rights of partners and person dissociated as partner to
information.
(1)
A partnership shall keep
its
the partnership's
books and records, if any, at
its
the
partnership's
principal office.
(2)
On reasonable notice, a partner may inspect and copy during regular business hours, at a
reasonable location specified by the partnership, any record maintained by the
partnership regarding the partnership's activities, affairs, financial condition, and other
circumstances, to the extent the information is material to the partner's rights and duties
under the partnership agreement or this chapter.
(3)
The partnership shall furnish to each partner:
(a)
without demand, any information concerning the partnership's activities, affairs,
financial condition, and other circumstances which the partnership knows and is
material to the proper exercise of the partner's rights and duties under the partnership
agreement or this chapter, except to the extent the partnership can establish that
it
the partnership
reasonably believes the partner already knows the information; and
(b)
on demand, any other information concerning the partnership's activities, affairs,
financial condition, and other circumstances, except to the extent the demand or
information demanded is unreasonable or otherwise improper under the
circumstances.
(4)
The duty to furnish information under Subsection
(3)
also applies to each partner to the
extent the partner knows any of the information described in Subsection
(3)
.
(5)
Subject to Subsection
(8)
, on 10 days' demand made in a record received by a
partnership, a person dissociated as a partner may have access to information to which
the person was entitled while a partner if:
(a)
the information pertains to the period during which the person was a partner;
(b)
the person seeks the information in good faith; and
(c)
the person satisfies the requirements imposed on a partner by Subsection
(2)
.
(6)
Not later than 10 days after receiving a demand under Subsection
(5)
, the partnership in
a record shall inform the person that made the demand of:
(a)
the information that the partnership will provide in response to the demand and when
and where the partnership will provide the information; and
(b)
the partnership's reasons for declining, if the partnership declines to provide any
demanded information.
(7)
A partnership may charge a person that makes a demand under this section the
reasonable costs of copying, limited to the costs of labor and material.
(8)
(a)
A partner or person dissociated as a partner may exercise rights under this section
through an agent or, in the case of an individual under legal disability, a legal
representative.
(b)

Any restriction or condition imposed by the partnership agreement or under
Subsection
(11)
applies both to the agent or legal representative and the partner or
person dissociated as a partner.
(9)
The rights under this section do not extend to a person as transferee.
(10)
If a partner dies, Section
48-1d-605
16-18-605
applies.
(11)
(a)
In addition to any restriction or condition stated in the partnership agreement, a
partnership, as a matter within the ordinary course of its business, may impose
reasonable restrictions and conditions on access to and use of information to be
furnished under this section, including designating information confidential and
imposing nondisclosure and safeguarding obligations on the recipient.
(b)

In a dispute concerning the reasonableness of a restriction under this subsection,
the partnership has the burden of proving reasonableness.
Section 121. Section
16-18-404
, which is renumbered from Section 48-1d-404 is renumbered
and amended to read:
48-1d-404
16-18-404
. Reimbursement, indemnification, advancement, and
insurance.
(1)
A partnership shall reimburse a partner for any payment made by the partner in the
course of the partner's activities on behalf of the partnership, if the partner complied
with Sections
48-1d-402
16-18-402
and
48-1d-405
16-18-405
in making the payment.
(2)
A partnership shall indemnify and hold harmless a person with respect to any claim or
demand against the person and any debt, obligation, or other liability incurred by the
person by reason of the person's former or present capacity as a partner, if the claim,
demand, debt, obligation, or other liability does not arise from the person's breach of
Section
48-1d-402
16-18-402
,
48-1d-405
16-18-405
, or
48-1d-504
16-18-504
.
(3)
In the ordinary course of
its
the partnership's
activities and affairs, a partnership may
advance reasonable expenses, including attorney's fees and costs, incurred by a person in
connection with a claim or demand against the person by reason of the person's former
or present capacity as a partner, if the person promises to repay the partnership if the
person ultimately is determined not to be entitled to be indemnified under Subsection
(2)
.
(4)
A partnership may purchase and maintain insurance on behalf of a partner against
liability asserted against or incurred by the partner in that capacity or arising from that
status even if, under Subsection
48-1d-106(3)(g)
16-18-105(3)(g)
, the partnership
agreement could not eliminate or limit the person's liability to the partnership for the
conduct giving rise to the liability.
(5)
A partnership shall reimburse a partner for an advance to the partnership beyond the
amount of capital the partner agreed to contribute.
(6)
A payment or advance made by a partner which gives rise to a partnership obligation
under Subsection
(1)
or
(5)
constitutes a loan to the partnership which accrues interest
from the date of the payment or advance.
Section 122. Section
16-18-405
, which is renumbered from Section 48-1d-405 is renumbered
and amended to read:
48-1d-405
16-18-405
. Standards of conduct for partners.
(1)
A partner owes to the partnership and the other partners the duties of loyalty and care
stated in Subsections
(2)
and
(3)
.
(2)
The duty of loyalty of a partner includes the duties:
(a)
to account to the partnership and hold as trustee for it any property, profit, or benefit
derived by the partner:
(i)
in the conduct or winding up of the partnership's activities and affairs;
(ii)
from a use by the partner of the partnership's property; or
(iii)
from the appropriation of a partnership opportunity;
(b)
to refrain from dealing with the partnership in the conduct or winding up of the
partnership's activities and affairs as or on behalf of a person having an interest
adverse to the partnership; and
(c)
to refrain from competing with the partnership in the conduct of the partnership's
activities and affairs before the dissolution of the partnership.
(3)
The duty of care of a partner in the conduct or winding up of the partnership's activities
and affairs is to refrain from engaging in grossly negligent or reckless conduct,
intentional misconduct, or a knowing violation of law.
(4)
A partner shall discharge the duties and obligations under this chapter or under the
partnership agreement and exercise any rights consistently with the contractual
obligation of good faith and fair dealing.
(5)
A partner does not violate a duty or obligation under this chapter or under the
partnership agreement solely because the partner's conduct furthers the partner's own
interest.
(6)
All the partners may authorize or ratify, after full disclosure of all material facts, a
specific act or transaction that otherwise would violate the duty of loyalty.
(7)
It is a defense to a claim under Subsection
(2)(b)
and any comparable claim in equity or
at common law that the transaction was fair to the partnership.
(8)
If, as permitted by Subsection
(6)
or the partnership agreement, a partner enters into a
transaction with the partnership which otherwise would be prohibited by Subsection
(2)(b)
, the partner's rights and obligations arising from the transaction are the same as
those of a person that is not a partner.
Section 123. Section
16-18-406
, which is renumbered from Section 48-1d-406 is renumbered
and amended to read:
48-1d-406
16-18-406
. Actions by partnership and partners.
(1)
A partnership may maintain an action against a partner for a breach of the partnership
agreement, or for the violation of a duty to the partnership, causing harm to the
partnership.
(2)
A partner may maintain an action against the partnership or another partner for legal or
equitable relief, with or without an accounting as to the partnership's activities and
affairs, to:
(a)
enforce the partner's rights under the partnership agreement;
(b)
enforce the partner's rights under this chapter; or
(c)
enforce the rights and otherwise protect the interests of the partner, including rights
and interests arising independently of the partnership relationship.
(3)
(a)
The accrual of, and any time limitation on, a right of action for a remedy under
this section is governed by other law.
(b)

A right to an accounting upon a dissolution and winding up does not revive a
claim barred by law.
Section 124. Section
16-18-407
, which is renumbered from Section 48-1d-407 is renumbered
and amended to read:
48-1d-407
16-18-407
. Continuation of partnership beyond definite term or
particular undertaking.
(1)
If a partnership for a definite term or particular undertaking is continued, without an
express agreement, after the expiration of the term or completion of the undertaking, the
rights and duties of the partners remain the same as they were at the expiration or
completion, so far as is consistent with a partnership at will.
(2)
If the partners, or those of them who habitually acted in the business during the term or
undertaking, continue the business without any settlement or liquidation of the
partnership, they are presumed to have agreed that the partnership will continue.
Section 125. Section
16-18-501
, which is renumbered from Section 48-1d-501 is renumbered
and amended to read:
5. Contributions and Distributions
48-1d-501
16-18-501
. Form of contribution.
A contribution may consist of property transferred to, services performed for, or other
benefit provided to the partnership or an agreement to transfer property to, perform services
for, or provide another benefit to the partnership.
Section 126. Section
16-18-502
, which is renumbered from Section 48-1d-502 is renumbered
and amended to read:
48-1d-502
16-18-502
. Liability for contribution.
(1)
A person's obligation to make a contribution to a partnership is not excused by the
person's death, disability, dissolution, or other inability to perform personally.
(2)
If a person does not fulfill an obligation to make a contribution other than money, the
person is obligated at the option of the partnership to contribute money equal to the
value of the part of the contribution which has not been made.
(3)
(a)
The obligation of a person to make a contribution may be compromised only by
consent of all partners.
(b)

If a creditor of a limited liability partnership extends credit or otherwise acts in
reliance on an obligation described in Subsection
(1)
, without notice of a compromise
under this Subsection
(3)
, the creditor may enforce the obligation.
Section 127. Section
16-18-503
, which is renumbered from Section 48-1d-503 is renumbered
and amended to read:
48-1d-503
16-18-503
. Sharing of and right to distributions before dissolution.
(1)
Any distributions made by a partnership before
its
the partnership's
dissolution and
winding up must be in equal shares among partners, except to the extent necessary to
comply with a transfer effective under Section
48-1d-603
16-18-603
or charging order
in effect under Section
48-1d-604
16-18-604
.
(2)
A person has a right to a distribution before the dissolution and winding up of a
partnership only if the partnership decides to make an interim distribution.
(3)
(a)
A person does not have a right to demand or receive a distribution from a
partnership in any form other than money.
(b)

Except as otherwise provided in Section
48-1d-906
16-18-906
, a partnership may
distribute an asset in kind only if each part of the asset is fungible with each other
part and each person receives a percentage of the asset equal in value to the person's
share of distributions.
(4)
(a)
If a partner or transferee becomes entitled to receive a distribution, the partner or
transferee has the status of, and is entitled to all remedies available to, a creditor of
the partnership with respect to the distribution.
(b)

However, the partnership's obligation to make a distribution is subject to offset for
any amount owed to the partnership by the partner or a person dissociated as partner
on whose account the distribution is made.
Section 128. Section
16-18-504
, which is renumbered from Section 48-1d-504 is renumbered
and amended to read:
48-1d-504
16-18-504
. Limitation on distributions by limited liability
partnership.
(1)
A limited liability partnership may not make a distribution, including a distribution
under Section
48-1d-906
16-18-906
, if after the distribution:
(a)
the limited liability partnership would not be able to pay
its
the limited liability
partnership's
debts as
they
the debts
become due in the ordinary course of the
partnership's activities and affairs; or
(b)
the limited liability partnership's total assets would be less than the sum of
its
the
limited liability partnership's
total liabilities plus, unless the partnership agreement
permits otherwise, the amount that would be needed, if the partnership were to be
dissolved and wound up at the time of the distribution, to satisfy the preferential
rights upon dissolution and winding up of partners and transferees whose preferential
rights are superior to the right to receive distributions of the persons receiving the
distribution.
(2)
A limited liability partnership may base a determination that a distribution is not
prohibited under Subsection
(1)
on:
(a)
financial statements prepared on the basis of accounting practices and principles that
are reasonable in the circumstances; or
(b)
a fair valuation or other method that is reasonable under the circumstances.
(3)
Except as otherwise provided in Subsection
(5)
, the effect of a distribution under
Subsection
(1)
is measured:
(a)
in the case of a distribution as defined in Subsection
48-1d-102(4)(a)
16-18-101(4)(a)
, as of the earlier of the date:
(i)
money or other property is transferred or debt is incurred by the limited liability
partnership; or
(ii)
the person entitled to the distribution ceases to own the interest or rights being
acquired by the limited liability partnership in return for the distribution;
(b)
in the case of any other distribution of indebtedness, as of the date the indebtedness
is distributed; and
(c)
in all other cases, as of the date:
(i)
the distribution is authorized, if the payment occurs not later than 120 days after
that date; or
(ii)
the payment is made, if the payment occurs more than 120 days after the
distribution is authorized.
(4)
A limited liability partnership's indebtedness to a partner or transferee incurred by
reason of a distribution made in accordance with this section is at parity with the limited
liability partnership's indebtedness to its general, unsecured creditors, except to the
extent subordinated by agreement.
(5)
(a)
A limited liability partnership's indebtedness, including indebtedness issued as a
distribution, is not a liability for purposes of Subsection
(1)
if the terms of the
indebtedness provide that payment of principal and interest is made only if and to the
extent that a payment of a distribution could then be made under this section.
(b)

If the indebtedness is issued as a distribution, each payment of principal or
interest is treated as a distribution, the effect of which is measured on the date the
payment is made.
(6)
In measuring the effect of a distribution under Section
48-1d-906
16-18-906
, the
liabilities of a dissolved limited liability partnership do not include any claim that has
been disposed of under Sections
48-1d-907
16-18-907
,
48-1d-908
16-18-908
, and
48-1d-909
16-18-909
.
Section 129. Section
16-18-505
, which is renumbered from Section 48-1d-505 is renumbered
and amended to read:
48-1d-505
16-18-505
. Liability for improper distributions by a limited liability
partnership.
(1)
If a partner of a limited liability partnership consents to a distribution made in violation
of Section
48-1d-504
16-18-504
and in consenting to the distribution fails to comply
with Section
48-1d-405
16-18-405
, the partner is personally liable to the limited
liability partnership for the amount of the distribution which exceeds the amount that
could have been distributed without the violation of Section
48-1d-504
16-18-504
.
(2)
A person that receives a distribution knowing that the distribution violated Section
48-1d-504
16-18-504
is personally liable to the limited liability partnership but only to
the extent that the distribution received by the person exceeded the amount that could
have been properly paid under Section
48-1d-504
16-18-504
.
(3)
A person against which an action is commenced because the person is liable under
Subsection
(1)
may:
(a)
implead any other person that is liable under Subsection
(1)
and seek to enforce a
right of contribution from the person; and
(b)
implead any person that received a distribution in violation of Subsection
(2)
and
seek to enforce a right of contribution from the person in the amount the person
received in violation of Subsection
(2)
.
(4)
An action under this section is barred unless commenced not later than two years after
the distribution.
Section 130. Section
16-18-601
, which is renumbered from Section 48-1d-601 is renumbered
and amended to read:
6. Transfer Interests and Rights of Transferees and Creditors
48-1d-601
16-18-601
. Partner not co-owner of partnership property.
A partner is not a co-owner of partnership property and has no interest in partnership
property which can be transferred, either voluntarily or involuntarily.
Section 131. Section
16-18-602
, which is renumbered from Section 48-1d-602 is renumbered
and amended to read:
48-1d-602
16-18-602
. Nature of transferable interest.
A transferable interest is personal property.
Section 132. Section
16-18-603
, which is renumbered from Section 48-1d-603 is renumbered
and amended to read:
48-1d-603
16-18-603
. Transfer of transferable interest.
(1)
A transfer, in whole or in part, of a transferable interest:
(a)
is permissible;
(b)
does not by itself cause a person's dissociation or a dissolution and winding up of the
partnership's activities and affairs; and
(c)
subject to Section
48-1d-605
16-18-605
, does not entitle the transferee to:
(i)
participate in the management or conduct of the partnership's activities and affairs;
or
(ii)
except as otherwise provided in Subsection
(3)
, have access to records or other
information concerning the partnership's activities and affairs.
(2)
A transferee has the right to:
(a)
receive, in accordance with the transfer, distributions to which the transferor would
otherwise be entitled; and
(b)
seek under Subsection
48-1d-901(5)
16-18-901(5)
a judicial determination that it is
equitable to wind up the partnership's activities and affairs.
(3)
In a dissolution and winding up of a partnership, a transferee is entitled to an account of
the partnership's transactions only from the date of the last account agreed to by the
partners.
(4)
A partnership need not give effect to a transferee's rights under this section until the
partnership knows or has notice of the transfer.
(5)
A transfer of a transferable interest in violation of a restriction on transfer contained in
the partnership agreement is ineffective as to a person having knowledge or notice of the
restriction at the time of transfer.
(6)
Except as otherwise provided in Subsection
48-1d-701(4)(b)
16-18-701(4)(b)
, if a
partner transfers a transferable interest, the transferor retains the rights of a partner other
than the transferable interest transferred and retains all duties and obligations of a
partner.
(7)
If a partner transfers a transferable interest to a person that becomes a partner with
respect to the transferred interest, the transferee is liable for the transferor's obligations
under Sections
48-1d-502
16-18-502
and
48-1d-505
16-18-505
known to the
transferee when the transferee becomes a partner.
Section 133. Section
16-18-604
, which is renumbered from Section 48-1d-604 is renumbered
and amended to read:
48-1d-604
16-18-604
. Charging order.
(1)
(a)
On application by a judgment creditor of a partner or transferee, a court may enter
a charging order against the transferable interest of the judgment debtor for the
unsatisfied amount of the judgment.
(b)

A charging order constitutes a lien on a judgment debtor's transferable interest
and, after the partnership has been served with the charging order, requires the
partnership to pay over to the person to which the charging order was issued any
distribution that otherwise would be paid to the judgment debtor.
(2)
To the extent necessary to effectuate the collection of distributions pursuant to a
charging order in effect under Subsection
(1)
, the court may:
(a)
appoint a receiver of the distributions subject to the charging order, with the power to
make all inquiries the judgment debtor might have made; and
(b)
make all other orders necessary to give effect to the charging order.
(3)
(a)
Upon a showing that distributions under a charging order will not pay the
judgment debt within a reasonable time, the court may foreclose the lien and order
the sale of the transferable interest.
(b)

The purchaser at the foreclosure sale obtains only the transferable interest, does
not thereby become a partner, and is subject to Section
48-1d-603
16-18-603
.
(4)
At any time before foreclosure under Subsection
(3)
, the partner or transferee whose
transferable interest is subject to a charging order under Subsection
(1)
may extinguish
the charging order by satisfying the judgment and filing a certified copy of the
satisfaction with the court that issued the charging order.
(5)
At any time before foreclosure under Subsection
(3)
, a partnership or one or more
partners whose transferable interests are not subject to the charging order may pay to the
judgment creditor the full amount due under the judgment and thereby succeed to the
rights of the judgment creditor, including the charging order.
(6)
This chapter does not deprive any partner or transferee of the benefit of any exemption
law applicable to the transferable interest of the partner or transferee.
(7)
This section provides the exclusive remedy by which a person seeking to enforce a
judgment against a partner or transferee, in the capacity of judgment creditor, may
satisfy the judgment from the judgment debtor's transferable interest.
Section 134. Section
16-18-605
, which is renumbered from Section 48-1d-605 is renumbered
and amended to read:
48-1d-605
16-18-605
. Power of legal representative of deceased partner.
If a partner dies, the deceased partner's legal representative may exercise:
(1)
the rights of a transferee provided in Subsection
48-1d-603(3)
16-18-603(3)
; and
(2)
for purposes of settling the estate, the rights the deceased partner had under Section
48-1d-403
16-18-403
.
Section 135. Section
16-18-701
, which is renumbered from Section 48-1d-701 is renumbered
and amended to read:
7. Dissociation
48-1d-701
16-18-701
. Events causing dissociation.
A person is dissociated as a partner when:
(1)
the partnership has notice of the person's express will to withdraw as a partner, but, if
the person specified a withdrawal date later than the date the partnership had notice, on
that later date;
(2)
an event stated in the partnership agreement as causing the person's dissociation occurs;
(3)
the person is expelled as a partner
pursuant to
in accordance with
the partnership
agreement;
(4)
the person is expelled as a partner by the unanimous vote or consent of the other
partners if:
(a)
it is unlawful to carry on the partnership's activities and affairs with the person as a
partner;
(b)
there has been a transfer of all of the person's transferable interest in the partnership,
other than:
(i)
a transfer for security purposes; or
(ii)
a charging order in effect under Section
48-1d-604
16-18-604
, which has not
been foreclosed;
(c)
the person is a corporation and:
(i)
the partnership notifies the person that
it
the person
will be expelled as a partner
because the person has filed a statement of dissolution or the equivalent,
its
the
person's
charter has been revoked, or
its
the person's
right to conduct business
has been suspended by the jurisdiction of
its
the person's
incorporation; and
(ii)
not later than 90 days after the notification, the statement of dissolution or the
equivalent has not been revoked or the charter or right to conduct business has not
been reinstated; or
(d)
the person is an unincorporated entity that has been dissolved and whose business is
being wound up;
(5)
on application by the partnership or another partner, the person is expelled as a partner
by judicial order because the person:
(a)
has engaged or is engaging in wrongful conduct that has affected adversely and
materially, or will affect adversely and materially, the partnership's activities and
affairs;
(b)
has committed willfully or persistently, or is committing willfully or persistently, a
material breach of the partnership agreement or a duty or obligation under Section
48-1d-405
16-18-405
; or
(c)
engaged or is engaging in conduct relating to the partnership's activities and affairs
which makes it not reasonably practicable to carry on the partnership's activities and
affairs with the person as a partner;
(6)
in the case of an individual:
(a)
the individual dies;
(b)
a guardian or general conservator for the individual is appointed; or
(c)
a court orders that the individual has otherwise become incapable of performing the
individual's duties as a partner under this chapter or the partnership agreement;
(7)
the person:
(a)
becomes a debtor in bankruptcy;
(b)
executes an assignment for the benefit of creditors; or
(c)
seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of the person or of all, or substantially all, of the person's property;
(8)
in the case of a person that is a testamentary or inter vivos trust or is acting as a partner
by virtue of being a trustee of such a trust, the trust's entire transferable interest in the
partnership is distributed;
(9)
in the case of a person that is an estate or is acting as a partner by virtue of being a
personal representative of an estate, the estate's entire transferable interest in the
partnership is distributed, but not merely by reason of the substitution of a successor
personal representative;
(10)
in the case of a person that is not an individual, corporation, unincorporated entity,
trust, or estate, the existence of the person terminates;
(11)
the partnership participates in a merger under
Part 10, Merger, Interest Exchange,
Conversion, and Domestication
Chapter 1a, Part 7, Merger
, and:
(a)
the partnership is not the surviving entity; or
(b)
otherwise as a result of the merger, the person ceases to be a partner;
(12)
the partnership participates in an interest exchange under
Part 10, Merger, Interest
Exchange, Conversion, and Domestication
Chapter 1a, Part 8, Interest Exchange
, and, as
a result of the interest exchange, the person ceases to be a partner;
(13)
the partnership participates in a conversion under
Part 10, Merger, Interest Exchange,
Conversion, and Domestication
Chapter 1a, Part 9, Conversion
;
(14)
the partnership participates in a domestication under
Part 10, Merger, Interest
Exchange, Conversion, and Domestication
Chapter 1a, Part 10, Domestication
, and, as a
result of the domestication, the person ceases to be a partner; or
(15)
the partnership dissolves and completes winding up.
Section 136. Section
16-18-702
, which is renumbered from Section 48-1d-702 is renumbered
and amended to read:
48-1d-702
16-18-702
. Power to dissociate as partner -- Wrongful dissociation.
(1)
A person has the power to dissociate as a partner at any time, rightfully or wrongfully,
by withdrawing as a partner by express will under Subsection
48-1d-701(1)
16-18-701(1)
.
(2)
A person's dissociation as a partner is wrongful only if the dissociation:
(a)
is in breach of an express provision of the partnership agreement; or
(b)
in the case of a partnership for a definite term or particular undertaking, occurs
before the expiration of the term or the completion of the undertaking and:
(i)
the person withdraws by express will, unless the withdrawal follows not later than
90 days after another person's dissociation by death or otherwise under
Subsections
48-1d-701(6)
16-18-701(6)
through
(10)
or wrongful dissociation
under this subsection;
(ii)
the person is expelled by judicial order under Subsection
48-1d-701(5)
16-18-701(5)
;
(iii)
the person is dissociated under Subsection
48-1d-701(7)
16-18-701(7)
; or
(iv)
in the case of a person that is not a trust other than a business trust, an estate, an
individual, or a trust other than a business trust, the person is expelled or
otherwise dissociated because it willfully dissolved or terminated.
(3)
(a)
A person that wrongfully dissociates is liable to the partnership and to the other
partners for damages caused by the dissociation.
(b)

The liability is in addition to any debt, obligation, or other liability of the partner
to the partnership or the other partners.
Section 137. Section
16-18-703
, which is renumbered from Section 48-1d-703 is renumbered
and amended to read:
48-1d-703
16-18-703
. Effect of dissociation.
(1)
If a person's dissociation results in a dissolution and winding up of the partnership's
activities and affairs,
Part 9, Dissolution and Winding Up
, applies, otherwise,
Part 8,
Partner's Dissociation When Business Not Wound Up
, applies.
(2)
If a person is dissociated as a partner:
(a)
the person's right to participate in the management and conduct of the partnership's
activities and affairs terminates, except as otherwise provided in Subsection
48-1d-902(3)
16-18-902(3)
; and
(b)
the person's duties and obligations under Section
48-1d-405
16-18-405
:
(i)
end with regard to matters arising and events occurring after the person's
dissociation; and
(ii)
continue only with regard to matters arising and events occurring before the
person's dissociation, unless the partner participates in winding up the
partnership's activities and affairs
pursuant to
in accordance with
Section
48-1d-902
16-18-902
.
(3)
A person's dissociation does not of itself discharge the person from a debt, obligation, or
other liability to the partnership or the other partners which the person incurred while a
partner.
Section 138. Section
16-18-801
, which is renumbered from Section 48-1d-801 is renumbered
and amended to read:
8. Partner's Dissociation When Business Not Wound Up
48-1d-801
16-18-801
. Purchase of interest of person dissociated as partner.
(1)
If a person is dissociated as a partner without the dissociation resulting in a dissolution
and winding up of the partnership's activities and affairs under Section
48-1d-901
16-18-901
, the partnership shall cause the person's interest in the partnership to be
purchased for a buyout price determined
pursuant to
in accordance with
Subsection
(2)
.
(2)
The buyout price of the interest of a person dissociated as a partner is the amount that
would have been distributable to the person under Subsection
48-1d-906(2)
16-18-906(2)
if, on the date of dissociation, the assets of the partnership were sold and
the partnership were wound up, with the sale price equal to the greater of:
(a)
the liquidation value; or
(b)
the value based on a sale of the entire business as a going concern without the person.
(3)
Interest accrues on the buyout price from the date of dissociation to the date of payment,
but damages for wrongful dissociation under Subsection
48-1d-702(2)
16-18-702(2)
,
and all other amounts owing, whether or not presently due, from the person dissociated
as a partner to the partnership, must be offset against the buyout price.
(4)
A partnership shall defend, indemnify, and hold harmless a person dissociated as a
partner whose interest is being purchased against all partnership liabilities, whether
incurred before or after the dissociation, except liabilities incurred by an act of the
person dissociated as a partner under Section
48-1d-802
16-18-802
.
(5)
If no agreement for the purchase of the interest of a person dissociated as a partner is
reached not later than 120 days after a written demand for payment, the partnership shall
pay, or cause to be paid, in money to the person the amount the partnership estimates to
be the buyout price and accrued interest, reduced by any offsets and accrued interest
under Subsection
(3)
.
(6)
If a deferred payment is authorized under Subsection
(8)
, the partnership may tender a
written offer to pay the amount it estimates to be the buyout price and accrued interest,
reduced by any offsets under Subsection
(3)
, stating the time of payment, the amount
and type of security for payment, and the other terms and conditions of the obligation.
(7)
The payment or tender required by Subsection
(5)
or
(6)
must be accompanied by the
following:
(a)
a statement of partnership assets and liabilities as of the date of dissociation;
(b)
the latest available partnership balance sheet and income statement, if any;
(c)
an explanation of how the estimated amount of the payment was calculated; and
(d)
written notice that the payment is in full satisfaction of the obligation to purchase
unless, not later than 120 days after the written notice, the person dissociated as a
partner commences an action to determine the buyout price, any offsets under
Subsection
(3)
, or other terms of the obligation to purchase.
(8)
(a)
A person that wrongfully dissociates as a partner before the expiration of a
definite term or the completion of a particular undertaking is not entitled to payment
of any part of the buyout price until the expiration of the term or completion of the
undertaking, unless the person establishes to the satisfaction of the court that earlier
payment will not cause undue hardship to the business of the partnership.
(b)

A deferred payment must be adequately secured and bear interest.
(9)
(a)
A person dissociated as a partner may maintain an action against the partnership,
pursuant to
in accordance with
Subsection
48-1d-406(2)
16-18-406(2)
, to determine
the buyout price of that person's interest, any offsets under Subsection
(3)
, or other
terms of the obligation to purchase.
(b)

The action must be commenced not later than 120 days after the partnership has
tendered payment or an offer to pay or within one year after written demand for
payment if no payment or offer to pay is tendered.
(c)

The court shall determine the buyout price of the person's interest, any offset due
under Subsection
(3)
, and accrued interest, and enter judgment for any additional
payment or refund.
(d)

If deferred payment is authorized under Subsection
(8)
, the court shall also
determine the security for payment and other terms of the obligation to purchase.

(e)
The court may assess reasonable attorney's fees and the fees and expenses of
appraisers or other experts for a party to the action, in amounts the court finds
equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in
good faith.
(f)

The finding may be based on the partnership's failure to tender payment or an
offer to pay or to comply with Subsection
(7)
.
Section 139. Section
16-18-802
, which is renumbered from Section 48-1d-802 is renumbered
and amended to read:
48-1d-802
16-18-802
. Power to bind and liability of person dissociated as
partner.
(1)
After a person is dissociated as a partner without the dissociation resulting in a
dissolution and winding up of the partnership's activities and affairs and before the
partnership is merged out of existence, converted, or domesticated under
Part 10,
Merger, Interest Exchange, Conversion, and Domestication
Chapter 1a, Part 7, Merger,
Chapter 1a, Part 8, Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a,
Part 10, Domestication
, or dissolved, the partnership is bound by an act of the person
only if:
(a)
the act would have bound the partnership under Section
48-1d-301
16-18-301

before dissociation; and
(b)
at the time the other party enters into the transaction:
(i)
less than two years has passed since the dissociation; and
(ii)
the other party does not know or have notice of the dissociation and reasonably
believes that the person is a partner.
(2)
If a partnership is bound under Subsection
(1)
, the person dissociated as a partner which
caused the partnership to be bound is liable:
(a)
to the partnership for any damage caused to the partnership arising from the
obligation incurred under Subsection
(1)
; 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 liability.
Section 140. Section
16-18-803
, which is renumbered from Section 48-1d-803 is renumbered
and amended to read:
48-1d-803
16-18-803
. Liability of person dissociated as partner to other
persons.
(1)
(a)
A person's dissociation as a partner does not of itself discharge the person's
liability as a partner for a debt, obligation, or other liability of the partnership
incurred before dissociation.
(b)

Except as otherwise provided in Subsection
(2)
, the person is not liable for a
partnership obligation incurred after dissociation.
(2)
A person that has dissociated as a partner without the dissociation resulting in a
dissolution and winding up of the partnership's activities and affairs is liable on a
transaction entered into by the partnership after the dissociation only if:
(a)
a partner would be liable on the transaction; and
(b)
at the time the other party enters into the transaction:
(i)
less than two years has passed since the dissociation; and
(ii)
the other party does not have knowledge or notice of the dissociation and
reasonably believes that the person is a partner.
(3)
By agreement with a creditor of a partnership and the partnership, a person dissociated
as a partner may be released from liability for an obligation of the partnership.
(4)
A person dissociated as a partner is released from liability for an obligation of the
partnership if the partnership's creditor, with knowledge or notice of the person's
dissociation but without the person's consent, agrees to a material alteration in the nature
or time of payment of the obligation.
Section 141. Section
16-18-804
, which is renumbered from Section 48-1d-804 is renumbered
and amended to read:
48-1d-804
16-18-804
. Statement of dissociation.
(1)
A person dissociated as a partner or the partnership may file a statement of dissociation
stating the name of the partnership and that the partner is dissociated from the
partnership.
(2)
A statement of dissociation is a limitation on the authority of a person dissociated as a
partner for the purposes of Subsections
48-1d-303(4)
16-18-303(4)
and
(5)
.
Section 142. Section
16-18-805
, which is renumbered from Section 48-1d-805 is renumbered
and amended to read:
48-1d-805
16-18-805
. Continued use of partnership name.
Continued use of a partnership name, or name of a person dissociated as a partner as part
of the partnership name, by partners continuing the business does not of itself make the person
dissociated as a partner liable for an obligation of the partners or the partnership continuing the
business.
Section 143. Section
16-18-901
, which is renumbered from Section 48-1d-901 is renumbered
and amended to read:
9. Dissolution and Winding Up
48-1d-901
16-18-901
. Events causing dissolution.
A partnership is dissolved, and the partnership's activities and affairs must be wound up,
upon the occurrence of any of the following:
(1)
in a partnership at will, the partnership has notice of a person's express will to withdraw
as a partner, other than a partner that has dissociated under Subsections
48-1d-701(2)
16-18-701(2)
through
(10)
, but, if the person specifies a withdrawal date later than the
date the partnership had notice, on the later date;
(2)
in a partnership for a definite term or particular undertaking:
(a)
within 90 days after a person's dissociation by death or otherwise under Subsections
48-1d-701(6)
16-18-701(6)
through
(10)
or wrongful dissociation under Subsection
48-1d-702(2)
16-18-702(2)
, the affirmative vote or consent of at least half of the
remaining partners to wind up the partnership's activities and affairs, for which
purpose a person's rightful dissociation
pursuant to
in accordance with
Subsection
48-1d-702(2)(b)(i)
16-18-702(2)(b)(i)
constitutes the expression of that partner's
consent to wind up the partnership's activities and affairs;
(b)
the express consent of all the partners to wind up the partnership's activities and
affairs; or
(c)
the expiration of the term or the completion of the undertaking;
(3)
an event or circumstance that the partnership agreement states causes dissolution;
(4)
upon a petition brought by a partner, the entry of a court order dissolving the partnership
on the ground that:
(a)
the conduct of all or substantially all the partnership's activities and affairs is
unlawful;
(b)
the economic purpose of the partnership is likely to be unreasonably frustrated;
(c)
another partner has engaged in conduct relating to the partnership's activities and
affairs which makes it not reasonably practicable to carry on the business in
partnership with that partner; or
(d)
it is not otherwise reasonably practicable to carry on the partnership's activities and
affairs in conformity with the partnership agreement;
(5)
upon a petition brought by a transferee, the entry of a court order dissolving the
partnership on the ground that it is equitable to wind up the partnership's activities and
affairs:
(a)
after the expiration of the term or completion of the undertaking, if the partnership
was for a definite term or particular undertaking at the time of the transfer or entry of
the charging order that gave rise to the transfer; or
(b)
at any time, if the partnership was a partnership at will at the time of the transfer or
entry of the charging order that gave rise to the transfer; or
(6)
the passage of 90 consecutive days during which the partnership does not have at least
two partners.
Section 144. Section
16-18-902
, which is renumbered from Section 48-1d-902 is renumbered
and amended to read:
48-1d-902
16-18-902
. Winding up.
(1)
(a)
A dissolved partnership shall wind up the partnership's activities and affairs.
(b)
Except as otherwise provided in Section
48-1d-903
16-18-903
, a partnership only
continues after dissolution for the purpose of winding up.
(2)
In winding up a partnership's activities and affairs, the partnership:
(a)
shall discharge the partnership's debts, obligations, and other liabilities, settle and
close the partnership's activities and affairs, and marshal and distribute the assets of
the partnership; and
(b)
may:
(i)
deliver to the division for filing a statement of dissolution stating the name of the
partnership and that the partnership is dissolved;
(ii)
preserve the partnership's activities and affairs and property as a going concern
for a reasonable time;
(iii)
prosecute and defend actions and proceedings, whether civil, criminal, or
administrative;
(iv)
transfer the partnership's property;
(v)
settle disputes by mediation or arbitration;
(vi)
deliver to the division for filing a statement of termination stating the name of the
partnership and that the partnership is terminated; and
(vii)
perform other acts necessary or appropriate to the winding up.
(3)
A person whose dissociation as a partner resulted in dissolution may participate in
winding up as if still a partner, unless the dissociation was wrongful.
(4)
(a)
If a dissolved partnership does not have a partner and no person has the right to
participate in winding up under Subsection
(3)
, the personal or legal representative of
the last person to have been a partner may wind up the partnership's activities and
affairs.
(b)

If the representative does not exercise that right, a person to wind up the
partnership's activities and affairs may be appointed by the consent of transferees
owning a majority of the rights to receive distributions at the time the consent is to be
effective.
(c)

A person appointed under this Subsection
(4)
has the powers of a partner under
Section
48-1d-904
16-18-904
but is not liable for the debts, obligations, and other
liabilities of the partnership solely by reason of having or exercising those powers or
otherwise acting to wind up the partnership's activities and affairs.
(5)
Upon a petition brought by any partner or person entitled under Subsection
(3)
to
participate in winding up, a court may order judicial supervision of the winding up of a
dissolved partnership, including the appointment of a person to wind up the partnership's
activities and affairs, if:
(a)
the partnership does not have a partner, and within a reasonable time following the
dissolution no person has been appointed under Subsection
(4)
; or
(b)
the applicant establishes other good cause.
Section 145. Section
16-18-903
, which is renumbered from Section 48-1d-903 is renumbered
and amended to read:
48-1d-903
16-18-903
. Rescinding dissolution.
(1)
A partnership may rescind the partnership's dissolution, unless a statement of
termination applicable to the partnership is effective or the court has entered an order
under Subsection
48-1d-901(4)
16-18-901(4)
or
(5)
dissolving the partnership.
(2)
Rescinding dissolution under this section requires:
(a)
the affirmative vote or consent of each partner;
(b)
if a statement of dissolution applicable to the partnership has been filed by the
division but has not become effective, delivery to the division for filing of a
statement of withdrawal under Section
48-1d-114
16-1a-205
applicable to the
statement of dissolution; and
(c)
if a statement of dissolution applicable to the partnership is effective, the delivery to
the division for filing of a statement of correction under Section
48-1d-115
16-1a-206
stating that dissolution has been rescinded under this section.
(3)
If a partnership rescinds the partnership's dissolution:
(a)
the partnership resumes carrying on
its
the partnership's
activities and affairs as if
dissolution had never occurred;
(b)
subject to Subsection
(3)(c)
, any liability incurred by the partnership after the
dissolution and before the rescission is effective is determined as if dissolution had
never occurred; and
(c)
the rights of a third party arising out of conduct in reliance on the dissolution before
the third party knew or had notice of the rescission may not be adversely affected.
Section 146. Section
16-18-904
, which is renumbered from Section 48-1d-904 is renumbered
and amended to read:
48-1d-904
16-18-904
. Power to bind partnership after dissolution.
(1)
A partnership is bound by a partner's act after dissolution which:
(a)
is appropriate for winding up the partnership's activities and affairs; or
(b)
would have bound the partnership under Section
48-1d-301
16-18-301
before
dissolution, if, at the time the other party enters into the transaction, the other party
does not know or have notice of the dissolution.
(2)
A person dissociated as a partner binds a partnership through an act occurring after
dissolution if at the time the other party enters into the transaction:
(a)
less than two years has passed since the dissociation;
(b)
the other party does not have notice of the dissociation and reasonably believes that
the person is a partner; and
(c)
the act:
(i)
is appropriate for winding up the partnership's activities and affairs; or
(ii)
would have bound the partnership under Section
48-1d-301
16-18-301
before
dissolution, and at the time the other party enters into the transaction the other
party does not know or have notice of the dissolution.
Section 147. Section
16-18-905
, which is renumbered from Section 48-1d-905 is renumbered
and amended to read:
48-1d-905
16-18-905
. 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)
16-18-904(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)
16-18-904(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.
Section 148. Section
16-18-906
, which is renumbered from Section 48-1d-906 is renumbered
and amended to read:
48-1d-906
16-18-906
. Disposition of assets in winding up -- When contributions
required.
(1)
In winding up
its
a partnership's
activities and affairs, a partnership shall apply
its
the
partnership's
assets, including the contributions required by this section, to discharge the
partnership's obligations to creditors, including partners that are creditors.
(2)
After a partnership complies with Subsection
(1)
, any surplus must be distributed in the
following order, subject to any charging order in effect under Section
48-1d-604
16-18-604
:
(a)
to each person owning a transferable interest that reflects contributions made and not
previously returned, an amount equal to the value of the unreturned contributions; and
(b)
among partners in proportion to
their
the partners'
respective rights to share in
distributions immediately before the dissolution of the partnership, except to the
extent necessary to comply with any transfer effective under Section
48-1d-603
16-18-603
.
(3)
If a partnership's assets are insufficient to satisfy all
its
the partnership's
obligations
under Subsection
(1)
, with respect to each unsatisfied obligation incurred when the
partnership was not a limited liability partnership, the following rules apply:
(a)
(i)
Each person that was a partner when the obligation was incurred and that has
not been released from the obligation under Subsections
48-1d-803(3)
16-18-803(3)
and
(4)
shall contribute to the partnership to enable the partnership
to satisfy the obligation.
(ii)

The contribution due from each of those persons is in proportion to the right to
receive distributions in the capacity of partner in effect for each of those persons
when the obligation was incurred.
(b)
(i)
If a person does not contribute the full amount required under Subsection
(3)(a)

with respect to an unsatisfied obligation of the partnership, the other persons
required to contribute by Subsection
(3)(a)
on account of the obligation shall
contribute the additional amount necessary to discharge the obligation.
(ii)

The additional contribution due from each of those other persons is in
proportion to the right to receive distributions in the capacity of partner in effect
for each of those other persons when the obligation was incurred.
(c)
If a person does not make the additional contribution required by Subsection
(3)(b)
,
further additional contributions are determined and due in the same manner as
provided in that subsection.
(d)
(i)
A person that makes an additional contribution under Subsection
(3)(b)
or
(3)(c)

may recover from any person whose failure to contribute under Subsection
(3)(a)

or
(3)(b)
necessitated the additional contribution.
(ii)

A person may not recover under this Subsection
(3)
more than the amount
additionally contributed.
(iii)

A person's liability under this Subsection
(3)
may not exceed the amount the
person failed to contribute.
(4)
If a partnership does not have sufficient surplus to comply with Subsection
(2)(a)
, any
surplus must be distributed among the owners of transferable interests in proportion to
the value of the respective unreturned contributions.
(5)
All distributions made under Subsections
(2)
and
(4)
must be paid in money.
Section 149. Section
16-18-907
, which is renumbered from Section 48-1d-907 is renumbered
and amended to read:
48-1d-907
16-18-907
. 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)
A dissolved limited liability partnership may in a record notify
its
the dissolved
limited liability partnership's
known claimants of the dissolution.
(b)

The notice
must
shall
:
(a)
(i)
specify the information required to be included in a claim;
(b)
(ii)
state that the claim must be in writing and provide a mailing address to which
the claim is to be sent;
(c)
(iii)
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)
(iv)
state that the claim will be barred if not received by the deadline; and
(e)
(v)
unless the partnership has been throughout
its
the partnership's
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
16-18-305
.
(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.
Section 150. Section
16-18-908
, which is renumbered from Section 48-1d-908 is renumbered
and amended to read:
48-1d-908
16-18-908
. Other claims against dissolved limited liability
partnership.
(1)
A dissolved limited liability partnership may publish notice of
its
the dissolved limited
liability partnership's
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
the limited
liability partnership's
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
16-18-306
.
(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
16-18-907
;
(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
16-18-907
may be enforced:
(a)
against a dissolved limited liability partnership, to the extent of
its
the dissolved
limited liability partnership's
undistributed assets;
(b)
except as otherwise provided in Section
48-1d-909
16-18-909
, 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
16-18-306
,
48-1d-803
16-18-803
, and
48-1d-905
16-18-905
.
Section 151. Section
16-18-909
, which is renumbered from Section 48-1d-909 is renumbered
and amended to read:
48-1d-909
16-18-909
. Court proceedings.
(1)
(a)
A dissolved limited liability partnership that has published a notice under Section
48-1d-908
16-18-908
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)
16-18-907(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.
Section 152. Section
16-18-910
, which is renumbered from Section 48-1d-910 is renumbered
and amended to read:
48-1d-910
16-18-910
. 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
16-18-907
,
48-1d-908
16-18-908
, or
48-1d-909
16-18-909
, any corresponding
claim under Section
48-1d-306
16-18-306
,
48-1d-803
16-18-803
, or
48-1d-905
16-18-905

is also barred.
Section 153. Section
16-18-1001
, which is renumbered from Section 48-1d-1101 is renumbered
and amended to read:
10. Limited Liability Partnerships
48-1d-1101
16-18-1001
. Statement of qualification.
(1)
A partnership may become a limited liability partnership
pursuant to
in accordance with

this section.
(2)
The terms and conditions on which a partnership becomes a limited liability partnership
must be approved by the vote or consent necessary to amend the partnership agreement
except, in the case of a partnership agreement that expressly addresses obligations to
contribute to the partnership, the vote or consent necessary to amend those provisions.
(3)
After the approval required by Subsection
(2)
, a partnership may become a limited
liability partnership by delivering to the division for filing a statement of qualification.
The statement of qualification must contain:
(a)
the name of the limited liability partnership;
(b)
the street address of the limited liability partnership's principal office and, if
different, the street address of an office in this state, if any;
(c)
the information required by
Subsection
16-17-203(1)
Section
16-1a-404
; and
(d)
a statement that the partnership elects to become a limited liability partnership.
(4)
A partnership's status as a limited liability partnership remains effective, regardless of
changes in the limited liability partnership, until it is canceled
pursuant to
in
accordance with
Subsection
(6)
or administratively revoked
pursuant to
in accordance
with
Section
48-1d-1102
16-18-1002
.
(5)
The status of a partnership as a limited liability partnership and the liability of its
partners for the debts, obligations, or other liabilities of the partnership while it is a
limited liability partnership is not affected by errors or later changes in the information
required to be contained in the statement of qualification.
(6)
(a)
A limited liability partnership may amend or cancel
its
the limited liability
partnership's
statement of qualification by delivering to the division for filing a
statement of amendment or cancellation.
(b)

The statement must be consented to by all partners and state the name of the
limited liability partnership and in the case of:
(a)
(i)
an amendment, state the amendment; and
(b)
(ii)
a cancellation, state that the statement of qualification is canceled.
Section 154. Section
16-18-1002
, which is renumbered from Section 48-1d-1102 is renumbered
and amended to read:
48-1d-1102
16-18-1002
. Administrative revocation of statement of qualification.
(1)
The division may commence a proceeding under Subsections
(2)
and
(3)
to revoke the
statement of qualification of a limited liability partnership administratively if the limited
liability partnership does not:
(a)
pay any fee, tax, or penalty required to be paid to the division not later than 60 days
after it is due;
(b)
deliver an annual report to the division not later than 60 days after it is due; or
(c)
have a registered agent in this state for 60 consecutive days.
(2)
If the division determines that one or more grounds exist for administratively revoking a
statement of qualification, the division shall serve the limited liability partnership with
notice in a record of the division's determination.
(3)
(a)
If a limited liability partnership, not later than 60 days after service of the notice is
effected under Subsection
(2)
, does not cure each ground for revocation or
demonstrate to the satisfaction of the division that each ground determined by the
division does not exist, the division shall administratively revoke the statement of
qualification by signing a statement of administrative revocation that recites the
grounds for revocation and the effective date of the revocation.
(b)

The division shall file the statement and serve a copy on the limited liability
partnership
pursuant to
in accordance with
Section
48-1d-116
16-1a-207
.
(4)
An administrative revocation under Subsection
(3)
affects only a partnership's status as
a limited liability partnership and is not an event causing dissolution of the partnership.
(5)
The administrative revocation of a statement of qualification of a limited liability
partnership does not terminate the authority of
its
the limited liability partnership's

registered agent.
Section 155. Section
16-18-1101
, which is renumbered from Section 48-1d-1301 is renumbered
and amended to read:
11. Professional Services Limited Liability Partnerships
48-1d-1301
16-18-1101
. Definitions.
As used in this part:
(1)
"Professional services partnership" means a limited liability partnership organized in
accordance with this part to provide professional services.
(2)
"Regulating board" means the entity organized pursuant to state law that licenses and
regulates the practice of the profession that a limited liability partnership is organized to
provide.
Section 156. Section
16-18-1102
, which is renumbered from Section 48-1d-1302 is renumbered
and amended to read:
48-1d-1302
16-18-1102
. Application of this part.
If a conflict arises between this part and another provision of this chapter, this part
controls.
Section 157. Section
16-18-1103
, which is renumbered from Section 48-1d-1304 is renumbered
and amended to read:
48-1d-1304
16-18-1103
. Providing a professional service.
(1)
Subject to Section
48-1d-1305
16-18-1104
, a professional services partnership may
provide a professional service in this state only through an individual licensed or
otherwise authorized in this state to provide the professional service.
(2)
Subsection
(1)
does not:
(a)
require an individual employed by a professional services partnership to be licensed
to perform a service for the professional services company if a license is not
otherwise required;
(b)
prohibit a licensed individual from providing a professional service in the
individual's professional capacity although the individual is a partner, employee, or
agent of a professional services partnership; or
(c)
prohibit an individual licensed in another state from providing a professional service
for a professional services partnership in this state if not prohibited by the regulating
board.
Section 158. Section
16-18-1104
, which is renumbered from Section 48-1d-1305 is renumbered
and amended to read:
48-1d-1305
16-18-1104
. Limit of one profession.
(1)
A professional services partnership organized to provide a professional service under
this part may provide only:
(a)
one specific type of professional service; and
(b)
services ancillary to the professional service described in Subsection
(1)(a)
.
(2)
A professional services partnership organized to provide a professional service under
this part may not engage in a business other than to provide:
(a)
the professional service that it was organized to provide; and
(b)
services ancillary to the professional service described in Subsection
(2)(a)
.
(3)
Notwithstanding Subsections
(1)
and
(2)
, a professional services partnership may:
(a)
own real and personal property necessary or appropriate for providing the type of
professional service it was organized to provide; and
(b)
invest the professional services partnership's money in one or more of the following:
(i)
real estate;
(ii)
mortgages;
(iii)
stocks;
(iv)
bonds; or
(v)
another type of investment.
Section 159. Section
16-18-1105
, which is renumbered from Section 48-1d-1306 is renumbered
and amended to read:
48-1d-1306
16-18-1105
. Activity limitations.
A professional services partnership may not do anything that an individual licensed to
practice the profession that the professional services partnership is organized to provide is
prohibited from doing.
Section 160. Section
16-18-1106
, which is renumbered from Section 48-1d-1307 is renumbered
and amended to read:
48-1d-1307
16-18-1106
. This part does not limit regulating board.
This part does not restrict the authority or duty of a regulating board to license an
individual providing a professional service or the practice of the profession that is within the
jurisdiction of the regulating board, notwithstanding that the individual:
(1)
is a partner or employee of a professional services partnership; or
(2)
provides the professional service or engages in the practice of the profession through a
professional services partnership.
Section 161. Section
16-18-1107
, which is renumbered from Section 48-1d-1308 is renumbered
and amended to read:
48-1d-1308
16-18-1107
. Partner of a professional services partnership.
A professional services partnership organized to provide a professional service:
(1)
may include a partner or employee who is authorized under the laws of the jurisdiction
where the partner or employee resides to provide a similar professional service;
(2)
may include a partner who is not licensed or registered by the state to provide the
professional service to the extent allowed by the applicable licensing or registration act
relating to the professional service; and
(3)
may render a professional service in this state only through a partner or employee who
is licensed or registered by this state to render the professional service.
Section 162. Section
16-18-1108
, which is renumbered from Section 48-1d-1309 is renumbered
and amended to read:
48-1d-1309
16-18-1108
. Restriction on transfer by partner.
(1)
Except as provided in Subsections
(2)
and
(3)
, a partner of a professional services
partnership may sell or transfer the partner's interest in the professional services
partnership only to:
(a)
the professional services partnership; or
(b)
an individual who is licensed or registered by this state to provide the same type of
professional service as the professional service for which the professional services
partnership is organized, or who otherwise satisfies the requirements of Subsection
48-1d-1308(1)
16-18-1107(1)
or
(2)
.
(2)
Upon the death or incapacity of a partner of a professional services partnership, the
partner's interest in the professional services partnership may be transferred to the
personal representative or estate of the deceased or incapacitated partner.
(3)
The person to whom an interest is transferred under Subsection
(2)
may continue to hold
the interest for a reasonable period, but may not participate in a decision concerning the
providing of a professional service.
Section 163. Section
16-18-1109
, which is renumbered from Section 48-1d-1310 is renumbered
and amended to read:
48-1d-1310
16-18-1109
. Purchase of interest upon death, incapacity, or
disqualification of member.
(1)
Subject to this part, one or more of the following may provide for the purchase of a
partner's interest in a professional services partnership upon the death, incapacity, or
disqualification of the partner:
(a)
the partnership agreement; or
(b)
a private agreement.
(2)
In the absence of a provision described in Subsection
(1)
, a professional services
partnership shall purchase the interest of a partner who is deceased, incapacitated, or no
longer qualified to own an interest in the professional services partnership within 90
days after the day on which the professional services partnership is notified of the death,
incapacity, or disqualification.
(3)
If a professional services partnership purchases a partner's interest under Subsection
(2)
,
the professional services company shall purchase the interest at a price that is the
reasonable fair market value as of the date of death, incapacity, or disqualification.
(4)
If a professional services partnership fails to purchase a partner's interest as required by
Subsection
(2)
at the end of the 90-day period described in Subsection
(2)
, the following
persons may bring an action in a court with jurisdiction under
Title 78A, Judiciary and
Judicial Administration
, to enforce Subsection
(2)
:
(a)
the personal representative of a deceased partner;
(b)
the guardian or conservator of an incapacitated partner; or
(c)
the disqualified partner.
(5)
A court in which an action is brought under Subsection
(4)
may:
(a)
award the person bringing the action the reasonable fair market value of the interest;
or
(b)
within the court's jurisdiction, order the liquidation of the professional services
partnership.
(6)
If a person described in Subsections
(4)(a)
through
(c)
is successful in an action under
Subsection
(4)
, the court shall award the person reasonable attorney's fees and costs.
Section 164. Section
16-18-1201
, which is renumbered from Section 48-1d-1401 is renumbered
and amended to read:
12. Miscellaneous Provisions
48-1d-1401
16-18-1201
. 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
this chapter's
subject matter among states
that enact the uniform act upon which this chapter is based.
Section 165. Section
16-18-1202
, which is renumbered from Section 48-1d-1402 is renumbered
and amended to read:
48-1d-1402
16-18-1202
. Severability clause.
If any provision of this chapter or
its
this chapter's
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.
Section 166. Section
16-18-1203
, which is renumbered from Section 48-1d-1403 is renumbered
and amended to read:
48-1d-1403
16-18-1203
. 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).
Section 167. Section
16-18-1204
, which is renumbered from Section 48-1d-1404 is renumbered
and amended to read:
48-1d-1404
16-18-1204
. Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued
before this chapter takes effect.
Section 168. Section
16-18-1205
, which is renumbered from Section 48-1d-1405 is renumbered
and amended to read:
48-1d-1405
16-18-1205
. Application to existing relationships.
(1)
Before January 1, 2016, this chapter governs only:
(a)
a partnership formed on or after January 1, 2014; and
(b)
except as otherwise provided in Subsection
(3)
, a partnership formed before January
1, 2014, which elects, in the manner provided in
its
the partnership's
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 partnerships.
(3)
With respect to a 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 partnership's partners to third parties apply:
(a)
before January 1, 2016, to:
(i)
a third party that had not done business with the partnership in the year before the
election took effect; and
(ii)
a third party that had done business with the 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
(3)(a)(ii)
.
Section 169. Section
16-19-101
, which is renumbered from Section 48-2e-102 is renumbered
and amended to read:
19. Utah Uniform Limited Partnership Act
1. General Provisions
48-2e-102
16-19-101
. Definitions.
As used in this chapter:
(1)
(a)
"Certificate of limited partnership" means the certificate required by Section
48-2e-201
16-19-201
.
(b)
The term
"Certificate of limited partnership"
includes the certificate as amended or
restated.
(2)
"Contribution," except in the phrase "right of contribution," means property or a benefit
described in Section
48-2e-501
16-19-501
which is provided by a person to a limited
partnership to become a partner or in the person's capacity as a partner.
(3)
"Debtor in bankruptcy" means a person that is the subject of:
(a)
an order for relief under Title 11 of the United States Code or a comparable order
under a successor statute of general application; or
(b)
a comparable order under federal, state, or foreign law governing insolvency.
(4)
(a)
"Distribution" means a transfer of money or other property from a limited
partnership to a person on account of a transferable interest or in the person's capacity
as a partner.
The term:
(a)
(b)
"Distribution"
includes:
(i)
a redemption or other purchase by a limited partnership of a transferable interest;
and
(ii)
a transfer to a partner in return for the partner's relinquishment of any right to
participate as a partner in the management or conduct of the limited partnership's
activities and affairs or to have access to records or other information concerning
the limited partnership's activities and affairs
; and
.
(b)
(c)
"Distribution"
does not include amounts constituting reasonable compensation
for present or past service or payments made in the ordinary course of business under
a bona fide retirement plan or other bona fide benefits program.
(5)
"Division" means the Division of Corporations and Commercial Code.
(6)
"Foreign limited liability limited partnership" means a foreign limited partnership
whose general partners have limited liability for the debts, obligations, or other liabilities
of the foreign limited partnership under a provision similar to Subsection
48-2e-404(3)
16-19-404(3)
.
(7)
(a)
"Foreign limited partnership" means an unincorporated entity formed under the
law of a jurisdiction other than this state which would be a limited partnership if
formed under the law of this state.
(b)
The term
"Foreign limited partnership"
includes a foreign limited liability limited
partnership.
(8)
"General partner" means a person that:
(a)
has become a general partner under Section
48-2e-401
16-19-401
or was a general
partner in a limited partnership when the limited partnership became subject to this
chapter under Section
48-2e-1205
16-19-1005
; and
(b)
has not dissociated as a general partner under Section
48-2e-603
16-19-603
.
(9)
"Jurisdiction," used to refer to a political entity, means the United States, a state, a
foreign country, or a political subdivision of a foreign country.
(10)
"Jurisdiction of formation" means, with respect to an entity, the jurisdiction:
(a)
under whose law the entity is formed; or
(b)
in the case of a limited liability partnership or foreign limited liability partnership, in
which the partnership's statement of qualification is filed.
(11)
"Limited liability limited partnership," except in the phrase "foreign limited liability
limited partnership," means a limited partnership whose certificate of limited partnership
states that the partnership is a limited liability limited partnership.
(12)
"Limited partner" means a person that:
(a)
has become a limited partner under Section
48-2e-301
16-19-301
or was a limited
partner in a limited partnership when the limited partnership became subject to this
chapter under Section
48-2e-1205
16-19-1005
; and
(b)
has not dissociated under Section
48-2e-601
16-19-601
.
(13)
(a)
"Limited partnership" means an entity formed under this chapter or which
becomes subject to this chapter under

Part 11, Merger, Interest Exchange,
Conversion, and Domestication
:
(i)
Chapter 1a, Part 7, Merger;
(ii)
Chapter 1a, Part 8, Interest Exchange;
(iii)
Chapter 1a, Part 9, Conversion;
(iv)
,
Chapter 1a, Part 10, Domestication;
or
(v)

Section
48-2e-1205
16-19-1005
.
(b)
The term
"Limited partnership"
includes a limited liability limited partnership.
(14)
"Partner" means a limited partner or general partner.
(15)
(a)
"Partnership agreement" means the agreement, whether or not referred to as a
partnership agreement, and whether oral, implied, in a record, or in any combination
thereof, of all the partners of a limited partnership concerning the matters described
in Subsection
48-2e-112(1)
16-19-107(1)
.
(b)
The term
"Partnership agreement"
includes the agreement as amended or restated.
(16)
"Person" means an individual, business corporation, nonprofit corporation, partnership,
limited partnership, limited liability company, limited cooperative association,
unincorporated nonprofit association, statutory trust, business trust, common-law
business trust, estate, trust, association, joint venture, public corporation, government or
governmental subdivision, agency, or instrumentality, or any other legal or commercial
entity.
(17)
"Principal office" means the principal executive office of a limited partnership or
foreign limited partnership, whether or not the office is located in this state.
(18)
"Property" means all property, whether real, personal, or mixed or tangible or
intangible, or any right or interest therein.
(19)
"Record," used as a noun, means information that is inscribed on a tangible medium or
that is stored in an electronic or other medium and is retrievable in perceivable form.
(20)
"Registered agent" means an agent of a limited partnership or foreign limited
partnership which is authorized to receive service of any process, notice, or demand
required or permitted by law to be served on the limited partnership.
(21)
"Registered foreign limited partnership" means a foreign limited partnership that is
registered to do business in this state pursuant to a statement of registration filed by the
division.
(22)
"Required information" means the information that a limited partnership is required to
maintain under Section
48-2e-115
16-19-110
.
(23)
"Sign" means, with present intent to authenticate or adopt a record:
(a)
to execute or adopt a tangible symbol; or
(b)
to attach to or logically associate with the record an electronic symbol, sound, or
process.
(24)
"State" means a state of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands, or any territory or insular possession subject to the
jurisdiction of the United States.
(25)
"Transfer" includes:
(a)
an assignment;
(b)
a conveyance;
(c)
a sale;
(d)
a lease;
(e)
an encumbrance, including a mortgage or security interest;
(f)
a gift; and
(g)
a transfer by operation of law.
(26)
(a)
"Transferable interest" means the right, as initially owned by a person in the
person's capacity as a partner, to receive distributions from a limited partnership in
accordance with the partnership agreement, whether or not the person remains a
partner or continues to own any part of the right.
(b)
The term
"Transferable interest"
applies to any fraction of the interest, by
whomever owned.
(27)
(a)
"Transferee" means a person to which all or part of a transferable interest has
been transferred, whether or not the transferor is a partner.
(b)
The term
"Transferee"
includes a person that owns a transferable interest under
Subsection
48-2e-602(1)(c)
16-19-602(1)(c)
or
48-2e-605(1)(d)
16-19-605(1)(d)
.
(28)
"Tribal limited partnership" means a limited partnership:
(a)
formed under the law of a tribe; and
(b)
that is at least 51% owned or controlled by the tribe under whose law the limited
partnership is formed.
(29)
"Tribe" means a tribe, band, nation, pueblo, or other organized group or community of
Indians, including an Alaska Native village, that is legally recognized as eligible for and
is consistent with a special program, service, or entitlement provided by the United
States to Indians because of their status as Indians.
Section 170. Section
16-19-102
, which is renumbered from Section 48-2e-103 is renumbered
and amended to read:
48-2e-103
16-19-102
. 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 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 of the facts known to the person at the time in
question; or
(b)
is deemed to have notice of the fact under Subsection
(3)
or
(4)
.
(3)
(a)
A certificate of limited partnership on file in the office of the division is notice
that the partnership is a limited partnership and the persons designated in the
certificate as general partners are general partners.
(b)

Except as otherwise provided in Subsection
(4)
, the certificate is not notice of any
other fact.
(4)
A person not a partner is deemed to have notice of:
(a)
another person's dissociation as a general partner 90 days after the effective date of
an amendment to the certificate of limited partnership which states that the other
person has dissociated or 90 days after the effective date of a statement of
dissociation pertaining to the other person, whichever occurs first;
(b)
a limited partnership's:
(i)
dissolution 90 days after an amendment to the certificate of limited partnership
stating that the limited partnership becomes effective;
(ii)
termination 90 days after a statement of termination under Subsection
48-2e-802(2)(b)(vi)
16-19-802(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 11, Merger, Interest Exchange, Conversion, and Domestication
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8, Interest Exchange, Chapter 1a, Part
9, Conversion, or Chapter 1a, Part 10, 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 11, Merger, Interest Exchange, Conversion, and
Domestication
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8, Interest Exchange,
Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10, Domestication
, becomes
effective.
(5)
Subject to Subsection
48-2e-209(6)
16-1a-211
, 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.
(6)
(a)
A general partner's knowledge or notice of a fact relating to the limited
partnership is effective immediately as knowledge of or notice to the limited
partnership, except in the case of a fraud on the limited partnership committed by or
with the consent of the general partner.
(b)

A limited partner's knowledge or notice of a fact relating to the limited partnership
is not effective as knowledge of or notice to the limited partnership.
Section 171. Section
16-19-103
, which is renumbered from Section 48-2e-104 is renumbered
and amended to read:
48-2e-104
16-19-103
. Nature, purpose, and duration of limited partnership.
(1)
(a)
A limited partnership is an entity distinct from
its
the limited partnership's

partners.
(b)

A limited partnership is the same entity regardless of whether
its
the limited
partnership's
certificate states that the limited partnership is a limited liability limited
partnership.
(2)
A limited partnership may have any lawful purpose, regardless of whether for profit.
(3)
A limited partnership has perpetual duration.
Section 172. Section
16-19-104
, which is renumbered from Section 48-2e-105 is renumbered
and amended to read:
48-2e-105
16-19-104
. Powers.
A limited partnership has the capacity to sue and be sued in
its
the limited partnership's

own name and the power to do all things necessary or convenient to carry on
its
the limited
partnership's
activities and affairs.
Section 173. Section
16-19-105
, which is renumbered from Section 48-2e-106 is renumbered
and amended to read:
48-2e-106
16-19-105
. Governing law.
The law of this state governs:
(1)
the internal affairs of a limited partnership; and
(2)
the liability of a partner as partner for the debts, obligations, or other liabilities of a
limited partnership.
Section 174. Section
16-19-106
, which is renumbered from Section 48-2e-107 is renumbered
and amended to read:
48-2e-107
16-19-106
. Supplemental principles of law.
Unless displaced by particular provisions of this chapter, the principles of law and equity
supplement this chapter.
Section 175. Section
16-19-107
, which is renumbered from Section 48-2e-112 is renumbered
and amended to read:
48-2e-112
16-19-107
. Partnership agreement -- Scope, function, and limitations.
(1)
Except as otherwise provided in Subsections
(3)
and
(4)
, the partnership agreement
governs:
(a)
relations among the partners as partners and between the partners and the limited
partnership;
(b)
the activities and affairs of the limited partnership and the conduct of those activities
and affairs; and
(c)
the means and conditions for amending the partnership agreement.
(2)
To the extent the partnership agreement does not provide for a matter described in
Subsection
(1)
, this chapter governs the matter.
(3)
A partnership agreement may not:
(a)
vary a limited partnership's capacity under Section
48-2e-105
16-19-104
to sue and
be sued in
its
the limited partnership's
own name;
(b)
vary the law applicable under Section
48-2e-106
16-19-105
;
(c)
vary any requirement, procedure, or other provision of this chapter pertaining to:
(i)
registered agents; or
(ii)
the division, including provisions pertaining to records authorized or required to
be delivered to the division for filing under this chapter;
(d)
vary the provisions of Section
48-2e-204
16-1a-209
;
(e)
vary the right of a general partner under Subsection
48-2e-406(2)(b)
16-19-406(2)(b)

to vote on or consent to an amendment to the certificate of limited partnership which
deletes a statement that the limited partnership is a limited liability limited
partnership;
(f)
eliminate the duty of loyalty or the duty of care except as otherwise provided in
Subsection
(4)
;
(g)
eliminate the contractual obligation of good faith and fair dealing under Subsections
48-2e-305(1)
16-19-305(1)
and
48-2e-409(4)
16-19-409(4)
, but the partnership
agreement may prescribe the standards, if not unconscionable or against public
policy, by which the performance of the obligation is to be measured;
(h)
relieve or exonerate a person from liability for conduct involving bad faith, willful
misconduct, or recklessness;
(i)
vary the information required under Section
48-2e-115
16-19-110
or unreasonably
restrict the duties and rights under Section
48-2e-304
16-19-304
or
48-2e-407
16-19-407
, but the partnership agreement may impose reasonable restrictions on the
availability and use of information obtained under those sections and may define
appropriate remedies, including liquidated damages, for a breach of any reasonable
restriction on use;
(j)
vary the power of a person to dissociate as a general partner under Subsection
48-2e-604(1)
16-19-604(1)
except to require that the notice under Subsection
48-2e-603(1)
16-19-603(1)
be in a record;
(k)
vary the causes of dissolution specified in Subsection
48-2e-801(1)(f)
16-19-801(1)(f)
;
(l)
vary the requirement to wind up the limited partnership's activities and affairs as
specified in Subsections
48-2e-802(1)
16-19-802(1)
,
(2)(a)
, and
(4)
;
(m)
unreasonably restrict the right of a partner to maintain an action under
Part 10,
Actions by Partners
Part 9, Actions by Partners
;
(n)
vary the provisions of Section
48-2e-1005
16-19-905
, but the partnership agreement
may provide that the limited partnership may not have a special litigation committee;
(o)
vary the right of a partner to approve a merger, interest exchange, conversion, or
domestication under
Subsection
48-2e-1123(1)(b)
Section
16-1a-704
,
48-2e-1133(1)(b)
16-1a-804
,
48-2e-1143(1)(b)
16-1a-904
, or
48-2e-1153(1)(b)
16-1a-1004
; or
(p)
except as otherwise provided in Section
48-2e-113
16-19-108
and Subsection
48-2e-114(2)
16-19-109(2)
, restrict the rights under this chapter of a person other
than a partner.
(4)
Subject to Subsection
(3)(h)
, without limiting other terms that may be included in a
partnership agreement, the following rules apply:
(a)
The partnership agreement may specify the method by which a specific act or
transaction that would otherwise violate the duty of loyalty may be authorized or
ratified by one or more disinterested and independent persons after full disclosure of
all material facts.
(b)
If not unconscionable or against public policy, the partnership agreement may:
(i)
alter or eliminate the aspects of the duty of loyalty stated in Subsection
48-2e-409(2)
16-19-409(2)
;
(ii)
identify specific types or categories of activities that do not violate the duty of
loyalty;
(iii)
alter the duty of care, but may not authorize intentional misconduct or knowing
violation of law; and
(iv)
alter or eliminate any other fiduciary duty.
(5)
The court shall decide as a matter of law whether a term of a partnership agreement is
unconscionable or against public policy under Subsection
(3)(g)
or
(4)(b)
. The court:
(a)
shall make
its
the court's
determination as of the time the challenged term became
part of the partnership agreement and by considering only circumstances existing at
that time; and
(b)
may invalidate the term only if, in light of the purposes, activities, and affairs of the
limited partnership, it is readily apparent that:
(i)
the objective of the term is unconscionable or against public policy; or
(ii)
the means to achieve the term's objective is unconscionable or against public
policy.
Section 176. Section
16-19-108
, which is renumbered from Section 48-2e-113 is renumbered
and amended to read:
48-2e-113
16-19-108
. Partnership agreement -- Effect on limited partnership
and person becoming partner -- Preformation agreement.
(1)
A limited partnership is bound by and may enforce the partnership agreement, whether
or not the limited partnership has itself manifested assent to the partnership agreement.
(2)
A person that becomes a partner of a limited partnership is deemed to assent to the
partnership agreement.
(3)
Two or more persons intending to become the initial partners of a limited partnership
may make an agreement providing that upon the formation of the limited partnership the
agreement will become the limited partnership agreement.
Section 177. Section
16-19-109
, which is renumbered from Section 48-2e-114 is renumbered
and amended to read:
48-2e-114
16-19-109
. Partnership agreement -- Effect on third parties and
relationship to records effective on behalf of limited partnership.
(1)
(a)
A partnership agreement may specify that
its
an
amendment
to the partnership
agreement
requires the approval of a person that is not a party to the partnership
agreement or the satisfaction of a condition.
(b)

An amendment is ineffective if
its
the amendment's
adoption does not include the
required approval or satisfy the specified condition.
(2)
(a)
The obligations of a limited partnership and
its
the limited partnership's
partners
to a person in the person's capacity as a transferee or person dissociated as a partner
are governed by the partnership agreement.
(b)

Subject only to a court order issued under Subsection
48-2e-703(2)(b)
16-19-703(2)(b)
to effectuate a charging order, an amendment to the partnership
agreement made after a person becomes a transferee or is dissociated as a partner:
(a)
(i)
is effective with regard to any debt, obligation, or other liability of the limited
partnership or
its
the limited partnership's
partners to the person in the person's
capacity as a transferee or person dissociated as a partner; and
(b)
(ii)
is not effective to the extent the amendment imposes a new debt, obligation,
or other liability on the transferee or person dissociated as a partner.
(3)
If a record delivered by a limited partnership to the division for filing becomes effective
and contains a provision that would be ineffective under Subsection
48-2e-112(3)
16-19-107(3)
or
(4)(b)
if contained in the partnership agreement, the provision is
ineffective in the record.
(4)
Subject to Subsection
(3)
, if a record delivered by a limited partnership to the division
for filing becomes effective and conflicts with a provision of the partnership agreement:
(a)
the partnership agreement prevails as to partners, persons dissociated as partners, and
transferees; and
(b)
the record prevails as to other persons to the extent they reasonably rely on the
record.
Section 178. Section
16-19-110
, which is renumbered from Section 48-2e-115 is renumbered
and amended to read:
48-2e-115
16-19-110
. Required information.
A limited partnership shall maintain at
its
the limited partnership's
principal office the
following information:
(1)
a current list showing the full name and last known street and mailing address of each
partner, separately identifying the general partners, in alphabetical order, and the limited
partners, in alphabetical order;
(2)
a copy of the initial certificate of limited partnership and all amendments to and
restatements of the certificate, together with signed copies of any powers of attorney
under which any certificate, amendment, or restatement has been signed;
(3)
a copy of any filed statement of merger, interest exchange, conversion, or domestication;
(4)
a copy of the limited partnership's federal, state, and local income tax returns and
reports, if any, for the three most recent years;
(5)
a copy of any partnership agreement made in a record and any amendment made in a
record to any partnership agreement;
(6)
a copy of any financial statement of the limited partnership for the three most recent
years;
(7)
a copy of the three most recent annual reports delivered by the limited partnership to the
division pursuant to Section
48-2e-212
16-1a-212
;
(8)
a copy of any record made by the limited partnership during the past three years of any
consent given by or vote taken of any partner
pursuant to
in accordance with
this
chapter or the partnership agreement; and
(9)
unless contained in a partnership agreement made in a record, a record stating:
(a)
a description and statement of the agreed value of contributions other than money
made and agreed to be made by each partner;
(b)
the times at which, or events on the happening of which, any additional contributions
agreed to be made by each partner are to be made;
(c)
for any person that is both a general partner and a limited partner, a specification of
what transferable interest the person owns in each capacity; and
(d)
any events upon the happening of which the limited partnership is to be dissolved
and
its
the limited partnership's
activities and affairs wound up.
Section 179. Section
16-19-111
, which is renumbered from Section 48-2e-116 is renumbered
and amended to read:
48-2e-116
16-19-111
. Dual capacity.
(1)
A person may be both a general partner and a limited partner.
(2)

A person that is both a general and limited partner has the rights, powers, duties, and
obligations provided by this chapter and the partnership agreement in each of those
capacities.
(3)

When the person acts as a general partner, the person is subject to the obligations,
duties, and restrictions under this chapter and the partnership agreement for general
partners.
(4)

When the person acts as a limited partner, the person is subject to the obligations,
duties, and restrictions under this chapter and the partnership agreement for limited
partners.
Section 180. Section
16-19-112
, which is renumbered from Section 48-2e-118 is renumbered
and amended to read:
48-2e-118
16-19-112
. Reservation of power to amend or repeal.
The Legislature of this state has power to amend or repeal all or part of this chapter at
any time, and all domestic and foreign limited partnerships subject to this chapter are governed
by the amendment or repeal.
Section 181. Section
16-19-113
is enacted to read:
16-19-113
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 182. Section
16-19-201
, which is renumbered from Section 48-2e-201 is renumbered
and amended to read:
2. Formation -- Certificate of Limited Partnership and Other Filings
48-2e-201
16-19-201
. Formation of limited partnership -- Certificate of limited
partnership.
(1)
To form a limited partnership, a person must deliver a certificate of limited partnership
to the division for filing.
(2)
The certificate of limited partnership must state:
(a)
the name of the limited partnership, which must comply with Section
48-2e-108
16-1a-302
;
(b)
the street and mailing address of the limited partnership's principal office;
(c)
the information required by
Subsection
16-17-203(1)
Section
16-1a-404
;
(d)
the name and the street and mailing addresses of each general partner; and
(e)
whether the limited partnership is a limited liability limited partnership.
(3)
A certificate of limited partnership may contain statements as to matters other than
those required by Subsection
(2)
, but may not vary or otherwise affect the provisions
specified in Subsection
48-2e-112(3)
16-19-107(3)
in a manner inconsistent with that
Subsection
(2)
.
(4)
A limited partnership is formed when:
(a)
the certificate of limited partnership has become effective;
(b)
at least two persons have become partners;
(c)
at least one person has become a general partner; and
(d)
at least one person has become a limited partner.
Section 183. Section
16-19-202
, which is renumbered from Section 48-2e-202 is renumbered
and amended to read:
48-2e-202
16-19-202
. Amendment of restatement of certificate of limited
partnership.
(1)
A certificate of limited partnership may be amended or restated at any time.
(2)
To amend
its
a limited partnership's
certificate of limited partnership, a limited
partnership must deliver to the division for filing an amendment stating:
(a)
the name of the limited partnership;
(b)
the date of filing of
its
the limited partnership's
initial certificate of limited
partnership; and
(c)
the changes the amendment makes to the certificate of limited partnership as most
recently amended or restated.
(3)
To restate
its
a limited partnership's
certificate of limited partnership, a limited
partnership must deliver to the division for filing a restatement designated as such in
its
the restatement's
heading.
(4)
A limited partnership shall promptly deliver to the division for filing an amendment to a
certificate of limited partnership to reflect:
(a)
the admission of a new general partner;
(b)
the dissociation of a person as a general partner; or
(c)
the appointment of a person to wind up the limited partnership's activities and affairs
under Subsection
48-2e-802(3)
16-19-802(3)
or
(4)
.
(5)
If a general partner knows that any information in a filed certificate of limited
partnership was inaccurate when the certificate of limited partnership was filed or has
become inaccurate due to changed circumstances, the general partner shall promptly:
(a)
cause the certificate of limited partnership to be amended; or
(b)
if appropriate, deliver to the division for filing a statement of change under Section
16-17-206
16-1a-407
or a statement of correction under Section
48-2e-208
16-1a-206
.
Section 184. Section
16-19-301
, which is renumbered from Section 48-2e-301 is renumbered
and amended to read:
3. Limited Partners
48-2e-301
16-19-301
. Becoming limited partners.
(1)
Upon formation of a limited partnership, a person becomes a limited partner as agreed
among the persons that are to be the initial partners.
(2)
After formation, a person becomes a limited partner:
(a)
as provided in the partnership agreement;
(b)
as the result of a transaction effective under

Part 11, Merger, Interest Exchange,
Conversion, and Domestication
:
(i)
Chapter 1a, Part 7, Merger;
(ii)
Chapter 1a, Part 8, Interest Exchange;
(iii)
Chapter 1a, Part 9, Conversion; or
(iv)
Chapter 1a, Part 10, Domestication
;
(c)
with the affirmative vote or consent of all the partners; or
(d)
as provided in Subsection
48-2e-801(1)(d)
16-19-801(1)(d)
or
(1)(e)
.
(3)
A person may become a partner without:
(a)
acquiring a transferable interest; or
(b)
making or being obligated to make a contribution to the limited partnership.
Section 185. Section
16-19-302
, which is renumbered from Section 48-2e-302 is renumbered
and amended to read:
48-2e-302
16-19-302
. No agency power of limited partner as limited partner.
(1)
A limited partner is not an agent of a limited partnership solely by reason of being a
limited partner.
(2)
A person's status as a limited partner does not prevent or restrict law other than this
chapter from imposing liability on a limited partnership because of the person's conduct.
Section 186. Section
16-19-303
, which is renumbered from Section 48-2e-303 is renumbered
and amended to read:
48-2e-303
16-19-303
. No liability as limited partner for limited partnership
obligations.
(1)
(a)
A debt, obligation, or other liability of a limited partnership is not the debt,
obligation, or other liability of a limited partner.
(b)

A limited partner is not personally liable, directly or indirectly, by way of
contribution or otherwise, for a debt, obligation, or other liability of the limited
partnership solely by reason of being or acting as a limited partner, even if the limited
partner participates in the management and control of the limited partnership.
(2)
The failure of a limited partnership to observe formalities relating to the exercise of
its
the limited partnership's
powers or management of
its
the limited partnership's

activities and affairs is not a ground for imposing liability on a limited partner for a debt,
obligation, or other liability of the limited partnership.
Section 187. Section
16-19-304
, which is renumbered from Section 48-2e-304 is renumbered
and amended to read:
48-2e-304
16-19-304
. Rights to information of limited partner and person
dissociated as limited partner.
(1)
(a)
On 10 days' demand, made in a record received by the limited partnership, a
limited partner may inspect and copy required information during regular business
hours in the limited partnership's principal office.
(b)

The limited partner need not have any particular purpose for seeking the
information.
(2)
During regular business hours and at a reasonable location specified by the limited
partnership, a limited partner may inspect and copy information regarding the activities,
affairs, financial condition, and other circumstances of the limited partnership as is just
and reasonable if:
(a)
the limited partner seeks the information for a purpose reasonably related to the
partner's interest as a limited partner;
(b)
the limited partner makes a demand in a record received by the limited partnership,
describing with reasonable particularity the information sought and the purpose for
seeking the information; and
(c)
the information sought is directly connected to the limited partner's purpose.
(3)
Not later than 10 days after receiving a demand pursuant to Subsection
(2)
, the limited
partnership in a record shall inform the limited partner that made the demand of:
(a)
the information the limited partnership will provide in response to the demand and
when and where the limited partnership will provide the information; and
(b)
the limited partnership's reasons for declining, if the limited partnership declines to
provide any demanded information.
(4)
Whenever this chapter or a partnership agreement provides for a limited partner to vote
on or give or withhold consent to a matter, before the vote is cast or consent is given or
withheld, the limited partnership shall, without demand, provide the limited partner with
all information that is known to the limited partnership and is material to the limited
partner's decision.
(5)
Subject to Subsection
(10)
, on 10 days' demand made in a record received by a limited
partnership, a person dissociated as a limited partner may have access to information to
which the person was entitled while a limited partner if:
(a)
the information pertains to the period during which the person was a limited partner;
(b)
the person seeks the information in good faith; and
(c)
the person satisfies the requirements imposed on a limited partner by Subsection
(2)
.
(6)
The limited partnership shall respond to a demand made pursuant to Subsection
(5)
in
the manner provided in Subsection
(3)
.
(7)
A limited partnership may charge a person that makes a demand under this section
reasonable costs of copying, limited to the costs of labor and material.
(8)
(a)
A limited partner or person dissociated as a limited partner may exercise the rights
under this section through an agent or, in the case of an individual under legal
disability, a legal representative.
(b)

Any restriction or condition imposed by the partnership agreement or under
Subsection
(11)
applies both to the agent or legal representative and to the limited
partner or person dissociated as a limited partner.
(9)
Subject to Subsection
(10)
, the rights under this section do not extend to a person as
transferee.
(10)
If a limited partner dies, Section
48-2e-704
16-19-704
applies.
(11)
(a)
In addition to any restriction or condition stated in
its
a limited partnership's

partnership agreement, a limited partnership, as a matter within the ordinary course
of
its
the limited partnership's
activities and affairs, may impose reasonable
restrictions and conditions on access to and use of information to be furnished under
this section, including designating information confidential and imposing
nondisclosure and safeguarding obligations on the recipient.
(b)

In a dispute concerning the reasonableness of a restriction under this Subsection
(11)
, the limited partnership has the burden of proving reasonableness.
Section 188. Section
16-19-305
, which is renumbered from Section 48-2e-305 is renumbered
and amended to read:
48-2e-305
16-19-305
. Limited duties of limited partners.
(1)
A limited partner shall discharge any duties to the limited partnership and the other
partners under the partnership agreement and exercise any rights under this chapter or
the partnership agreement consistently with the contractual obligation of good faith and
fair dealing.
(2)
Except as otherwise provided in Subsection
(1)
, a limited partner does not have any
duty to the limited partnership or to any other partner solely by reason of acting as a
limited partner.
(3)
If a limited partner enters into a transaction with a limited partnership, the limited
partner's rights and obligations arising from the transaction are the same as those of a
person that is not a partner.
Section 189. Section
16-19-306
, which is renumbered from Section 48-2e-306 is renumbered
and amended to read:
48-2e-306
16-19-306
. Person erroneously believing self to be limited partner.
(1)
Except as otherwise provided in Subsection
(2)
, a person that makes an investment in a
business enterprise and erroneously but in good faith believes that the person has
become a limited partner in the enterprise is not liable for the enterprise's obligations by
reason of making the investment, receiving distributions from the enterprise, or
exercising any rights of or appropriate to a limited partner, if, on ascertaining the
mistake, the person:
(a)
causes an appropriate certificate of limited partnership, amendment, or statement of
correction to be signed and delivered to the division for filing; or
(b)
withdraws from future participation as an owner in the enterprise by signing and
delivering to the division for filing a statement of negation under this section.
(2)
A person that makes an investment described in Subsection
(1)
is liable to the same
extent as a general partner to any third party that enters into a transaction with the
enterprise, believing in good faith that the person is a general partner, before the division
files a statement of negation, certificate of limited partnership, amendment, or statement
of correction to show that the person is not a general partner.
(3)
If a person makes a diligent effort in good faith to comply with Subsection
(1)(a)
and is
unable to cause the appropriate certificate of limited partnership, amendment, or
statement of correction to be signed and delivered to the division for filing, the person
has the right to withdraw from the enterprise
pursuant to
in accordance with
Subsection
(1)(b)
even if the withdrawal would otherwise breach an agreement with others that are
or have agreed to become co-owners of the enterprise.
Section 190. Section
16-19-401
, which is renumbered from Section 48-2e-401 is renumbered
and amended to read:
4. General Partners
48-2e-401
16-19-401
. Becoming general partner.
(1)
A person becomes a general partner:
(a)
upon formation of a limited partnership, as agreed among the persons that are to be
the initial partners; and
(b)
after formation:
(i)
as provided in the partnership agreement;
(ii)
under Subsection
48-2e-801(1)(c)(ii)
16-19-801(1)(c)(ii)
following the
dissociation of a limited partnership's last general partner;
(iii)
as the result of a transaction effective under

Part 11, Merger, Interest Exchange,
Conversion, and Domestication
:
(A)
Chapter 1a, Part 7, Merger;
(B)
Chapter 1a, Part 8, Interest Exchange;
(C)
Chapter 1a, Part 9, Conversion; or
(D)
Chapter 1a, Part 10, Domestication
; or
(iv)
with the affirmative vote or consent of all the partners.
(2)
A person may become a general partner without:
(a)
acquiring a transferable interest; or
(b)
making or being obligated to make a contribution to the limited partnership.
Section 191. Section
16-19-402
, which is renumbered from Section 48-2e-402 is renumbered
and amended to read:
48-2e-402
16-19-402
. General partner agent of limited partnership.
(1)
(a)
Each general partner is an agent of the limited partnership for the purposes of
its
the limited partnership's
activities and affairs.
(b)

An act of a general partner, including the signing of a record in the limited
partnership's name, for apparently carrying on in the ordinary course the limited
partnership's activities and affairs or activities and affairs of the kind carried on by
the limited partnership binds the limited partnership, unless the general partner did
not have authority to act for the limited partnership in the particular matter and the
person with which the general partner was dealing knew or had notice that the
general partner lacked authority.
(2)
An act of a general partner which is not apparently for carrying on in the ordinary
course the limited partnership's activities and affairs or activities and affairs of the kind
carried on by the limited partnership binds the limited partnership only if the act was
actually authorized by all the other partners.
Section 192. Section
16-19-403
, which is renumbered from Section 48-2e-403 is renumbered
and amended to read:
48-2e-403
16-19-403
. Limited partnership liable for general partner's
actionable conduct.
(1)
A limited partnership is liable for loss or injury caused to a person, or for a penalty
incurred, as a result of a wrongful act or omission, or other actionable conduct, of a
general partner acting in the ordinary course of activities and affairs of the limited
partnership or with the actual or apparent authority of the limited partnership.
(2)
If, in the course of a limited partnership's activities and affairs or while acting with
actual or apparent authority of the limited partnership, a general partner receives or
causes the limited partnership to receive money or property of a person not a partner,
and the money or property is misapplied by a general partner, the limited partnership is
liable for the loss.
Section 193. Section
16-19-404
, which is renumbered from Section 48-2e-404 is renumbered
and amended to read:
48-2e-404
16-19-404
. General partner's liability.
(1)
Except as otherwise provided in Subsections
(2)
and
(3)
, all general partners are liable
jointly and severally for all debts, obligations, and other liabilities of the limited
partnership unless otherwise agreed by the claimant or provided by law.
(2)
A person that becomes a general partner of an existing limited partnership is not
personally liable for a debt, obligation, or other liability of the limited partnership
incurred before the person became a general partner.
(3)
(a)
A debt, obligation, or other liability of a limited partnership incurred while the
limited partnership is a limited liability limited partnership is solely the debt,
obligation, or other liability of the limited liability limited partnership.
(b)

A general partner is not personally liable, directly or indirectly, by way of
contribution or otherwise, for a debt, obligation, or other liability of the limited
liability limited partnership solely by reason of being or acting as a general partner.
(c)

This Subsection
(3)
applies despite anything inconsistent in the partnership
agreement that existed immediately before the vote or consent required to become a
limited liability limited partnership under Subsection
48-2e-406(2)(b)
16-19-406(2)(b)
.
(4)
The failure of a limited liability limited partnership to observe formalities relating to the
exercise of
its
the limited liability limited partnership's
powers or management of
its
the limited liability limited partnership's
activities and affairs is not a ground for
imposing liability on a general partner of the limited liability limited partnership for a
debt, obligation, or liability of the limited partnership.
(5)
An amendment of a certificate of limited partnership which deletes a statement that the
limited partnership is a limited liability limited partnership does not affect the limitation
in this section on liability of a general partner for a debt, obligation, or other liability of
the limited partnership incurred before the amendment became effective.
Section 194. Section
16-19-405
, which is renumbered from Section 48-2e-405 is renumbered
and amended to read:
48-2e-405
16-19-405
. Actions by and against partnership and partners.
(1)
To the extent not inconsistent with Section
48-2e-404
16-19-404
, a general partner
may be joined in an action against the limited partnership or named in a separate action.
(2)
(a)
A judgment against a limited partnership is not by itself a judgment against a
general partner.
(b)

A judgment against a limited partnership may not be satisfied from a general
partner's assets unless there is also a judgment against the general partner.
(3)
A judgment creditor of a general partner may not levy execution against the assets of
the general partner to satisfy a judgment based on a claim against the limited
partnership, unless the general partner is personally liable for the claim under Section
48-2e-404
16-19-404
, and:
(a)
a judgment based on the same claim has been obtained against the limited
partnership and a writ of execution on the judgment has been returned unsatisfied in
whole or in part;
(b)
the limited partnership is a debtor in bankruptcy;
(c)
the general partner has agreed that the creditor need not exhaust limited partnership
assets;
(d)
a court grants permission to the judgment creditor to levy execution against the
assets of a general partner based on a finding that the limited partnership assets
subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of
assets is excessively burdensome, or that the grant of permission is an appropriate
exercise of the court's equitable powers; or
(e)
liability is imposed on the general partner by law or contract independent of the
existence of the limited partnership.
Section 195. Section
16-19-406
, which is renumbered from Section 48-2e-406 is renumbered
and amended to read:
48-2e-406
16-19-406
. Management rights of general partner.
(1)
(a)
Each general partner has equal rights in the management and conduct of the
limited partnership's activities and affairs.
(b)

Except as otherwise provided in this chapter, any matter relating to the activities
and affairs of the limited partnership is decided exclusively by the general partner or,
if there is more than one general partner, by a majority of the general partners.
(2)
The affirmative vote or consent of all partners is required to:
(a)
amend the partnership agreement;
(b)
amend the certificate of limited partnership to add or delete a statement that the
limited partnership is a limited liability limited partnership;
(c)
sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited
partnership's property, with or without the good will, other than in the usual and
regular course of the limited partnership's activities and affairs; and
(d)
approve a transaction under

Part 11, Merger, Interest Exchange, Conversion, and
Domestication
:
(i)
Chapter 1a, Part 7, Merger;
(ii)
Chapter 1a, Part 8, Interest Exchange;
(iii)
Chapter 1a, Part 9, Conversion; or
(iv)
Chapter 1a, Part 10, Domestication
.
(3)
A limited partnership shall reimburse a general partner for an advance to the limited
partnership beyond the amount of capital the general partner agreed to contribute.
(4)
A payment or advance made by a general partner which gives rise to an obligation of
the limited partnership under Subsection
(3)
or Subsection
48-2e-408(1)
16-19-408(1)

constitutes a loan to the limited partnership which accrues interest from the date of the
payment or advance.
(5)
A general partner is not entitled to remuneration for services performed for the limited
partnership.
Section 196. Section
16-19-407
, which is renumbered from Section 48-2e-407 is renumbered
and amended to read:
48-2e-407
16-19-407
. Rights to information of general partner and person
dissociated as general partner.
(1)
A general partner may inspect and copy required information during regular business
hours in the limited partnership's principal office, without having any particular purpose
for seeking the information.
(2)
On reasonable notice, a general partner may inspect and copy during regular business
hours, at a reasonable location specified by the limited partnership, any record
maintained by the limited partnership regarding the limited partnership's activities,
affairs, financial condition, and other circumstances, to the extent the information is
material to the general partner's rights and duties under the partnership agreement or this
chapter.
(3)
A limited partnership shall furnish to each general partner:
(a)
without demand, any information concerning the limited partnership's activities,
affairs, financial condition, and other circumstances which the limited partnership
knows and are material to the proper exercise of the general partner's rights and
duties under the partnership agreement or this chapter, except to the extent the
limited partnership can establish that it reasonably believes the general partner
already knows the information; and
(b)
on demand, any other information concerning the limited partnership's activities,
affairs, financial condition, and other circumstances, except to the extent the demand
or the information demanded is unreasonable or otherwise improper under the
circumstances.
(4)
The duty to furnish information under Subsection
(2)
also applies to each general
partner to the extent the general partner knows any of the information described in
Subsection
(2)
.
(5)
Subject to Subsection
(8)
, on 10 days' demand made in a record received by the limited
partnership, a person dissociated as a general partner may have access to the information
and records described in Subsections
(1)
and
(2)
at the locations specified in those
subsections if:
(a)
the information or record pertains to the period during which the person was a
general partner;
(b)
the person seeks the information or record in good faith; and
(c)
the person satisfies the requirements imposed on a limited partner by Subsection
48-2e-304(2)
16-19-304(2)
.
(6)
The limited partnership shall respond to a demand made
pursuant to
in accordance with

Subsection
(3)
in the manner provided in Subsection
48-2e-304(3)
16-19-304(3)
.
(7)
A limited partnership may charge a person that makes a demand under this section the
reasonable costs of copying, limited to the costs of labor and material.
(8)
(a)
A general partner or person dissociated as a general partner may exercise rights
under this section through an agent or, in the case of an individual under legal
disability, a legal representative.
(b)

Any restriction or condition imposed by the partnership agreement or under
Subsection
(9)
applies both to the agent or legal representative and the general
partner or person dissociated as a general partner.
(9)
The rights under this section do not extend to a person as transferee, but if:
(a)
a general partner dies, Section
48-2e-704
16-19-704
applies; and
(b)
an individual dissociates as a general partner under Subsection
48-2e-603(7)(b)
16-19-603(7)(b)
or
(7)(c)
, the legal representative of the individual may exercise the
rights under Subsection
(4)
of a person dissociated as a general partner.
(10)
(a)
In addition to any restriction or condition stated in the partnership agreement, a
limited partnership, as a matter within the ordinary course of
its
the limited
partnership's
activities and affairs, may impose reasonable restrictions and conditions
on access to and use of information to be furnished under this section, including
designating information confidential and imposing nondisclosure and safeguarding
obligations on the recipient.
(b)

In a dispute concerning the reasonableness of a restriction under this Subsection
(10)
, the limited partnership has the burden of proving reasonableness.
Section 197. Section
16-19-408
, which is renumbered from Section 48-2e-408 is renumbered
and amended to read:
48-2e-408
16-19-408
. Reimbursement, indemnification, advancement, and
insurance.
(1)
A limited partnership shall reimburse a general partner for any payment made by the
general partner in the course of the general partner's activities on behalf of the limited
partnership, if the general partner complied with Sections
48-2e-406
16-19-406
,
48-2e-409
16-19-409
, and
48-2e-504
16-19-504
in making the payment.
(2)
A limited partnership shall indemnify and hold harmless a person with respect to any
claim or demand against the person and any debt, obligation, or other liability incurred
by the person by reason of the person's former or present capacity as a general partner, if
the claim, demand, debt, obligation, or other liability does not arise from the person's
breach of Section
48-2e-406
16-19-406
,
48-2e-409
16-19-409
, or
48-2e-504
16-19-504
.
(3)
In the ordinary course of
its
a limited partnership's
activities and affairs, a limited
partnership may advance reasonable expenses, including attorney's fees and costs,
incurred by a person in connection with a claim or demand against the person by reason
of the person's former or present capacity as a general partner, if the person promises to
repay the limited partnership if the person ultimately is determined not to be entitled to
be indemnified under Subsection
(2)
.
(4)
A limited partnership may purchase and maintain insurance on behalf of a general
partner against liability asserted against or incurred by the general partner in that
capacity or arising from that status even if, under Subsection
48-2e-112(3)(h)
16-19-107(3)(h)
, the partnership agreement could not eliminate or limit the person's
liability to the limited partnership for the conduct giving rise to the liability.
Section 198. Section
16-19-409
, which is renumbered from Section 48-2e-409 is renumbered
and amended to read:
48-2e-409
16-19-409
. Standards of conduct for general partners.
(1)
A general partner owes to the limited partnership and, subject to Subsection
48-2e-1001(1)
16-19-901(1)
, the other partners the duties of loyalty and care stated in
Subsections
(2)
and
(3)
.
(2)
The duty of loyalty of a general partner includes the duties:
(a)
to account to the limited partnership and hold as trustee for
it
the limited partnership

any property, profit, or benefit derived by the general partner:
(i)
in the conduct or winding up of the limited partnership's activities and affairs;
(ii)
from a use by the general partner of the limited partnership's property; or
(iii)
from the appropriation of a limited partnership opportunity;
(b)
to refrain from dealing with the limited partnership in the conduct or winding up of
the limited partnership's activities and affairs as or on behalf of a person having an
interest adverse to the limited partnership; and
(c)
to refrain from competing with the limited partnership in the conduct or winding up
of the limited partnership's activities and affairs.
(3)
The duty of care of a general partner in the conduct or winding up of the limited
partnership's activities and affairs is to refrain from engaging in grossly negligent or
reckless conduct, intentional misconduct, or a knowing violation of law.
(4)
A general partner shall discharge the duties and obligations under this chapter or under
the partnership agreement and exercise any rights consistently with the contractual
obligation of good faith and fair dealing.
(5)
A general partner does not violate a duty or obligation under this chapter or under the
partnership agreement solely because the general partner's conduct furthers the general
partner's own interest.
(6)
All the partners of a limited partnership may authorize or ratify, after full disclosure of
all material facts, a specific act or transaction by a general partner that otherwise would
violate the duty of loyalty.
(7)
It is a defense to a claim under Subsection
(2)(b)
and any comparable claim in equity or
at common law that the transaction was fair to the limited partnership.
(8)
If, as permitted by Subsection
(6)
or the partnership agreement, a general partner enters
into a transaction with the limited partnership which otherwise would be prohibited by
Subsection
(2)(b)
, the general partner's rights and obligations arising from the
transaction are the same as those of a person that is not a general partner.
Section 199. Section
16-19-501
, which is renumbered from Section 48-2e-501 is renumbered
and amended to read:
5. Contributions and Distributions
48-2e-501
16-19-501
. Form of contribution.
A contribution may consist of property transferred to, services performed for, or another
benefit provided to the limited partnership or an agreement to transfer property to, perform
services for, or provide another benefit to the limited partnership.
Section 200. Section
16-19-502
, which is renumbered from Section 48-2e-502 is renumbered
and amended to read:
48-2e-502
16-19-502
. Liability for contribution.
(1)
A person's obligation to make a contribution to a limited partnership is not excused by
the person's death, disability, dissolution, or other inability to perform personally.
(2)
If a person does not fulfill an obligation to make a contribution other than money, the
person is obligated at the option of the limited partnership to contribute money equal to
the value, as stated in the required information, of the part of the contribution which has
not been made.
(3)
(a)
The obligation of a person to make a contribution may be compromised only by
the affirmative vote or consent of all partners.
(b)

If a creditor of a limited partnership extends credit or otherwise acts in reliance on
an obligation described in Subsection
(1)
without notice of any compromise under
this subsection, the creditor may enforce the original obligation.
Section 201. Section
16-19-503
, which is renumbered from Section 48-2e-503 is renumbered
and amended to read:
48-2e-503
16-19-503
. Sharing of and right to distributions before dissolution.
(1)
Except to the extent necessary to comply with a transfer effective under Section
48-2e-702
16-19-702
or charging order in effect under Section
48-2e-703
16-19-703
,
any distributions made by a limited partnership before
its
the limited partnership's

dissolution and winding up must be in equal shares among partners and persons
dissociated as partners.
(2)
A person has a right to a distribution before the dissolution and winding up of a limited
partnership only if the limited partnership decides to make an interim distribution. A
person's dissociation does not entitle the person to a distribution.
(3)
(a)
A person does not have a right to demand or receive a distribution from a limited
partnership in any form other than money.
(b)

Except as otherwise provided in Subsection
48-2e-813(5)
16-19-811(5)
, a
partnership may distribute an asset in kind only if each part of the asset is fungible
with each other part and each person receives a percentage of the asset equal in value
to the person's share of distributions.
(4)
(a)
If a partner or transferee becomes entitled to receive a distribution, the partner or
transferee has the status of, and is entitled to all remedies available to, a creditor of
the limited partnership with respect to the distribution.
(b)

However, the limited partnership's obligation to make a distribution is subject to
offset for any amount owed to the limited partnership by the partner or a person
dissociated as a partner on whose account the distribution is made.
Section 202. Section
16-19-504
, which is renumbered from Section 48-2e-504 is renumbered
and amended to read:
48-2e-504
16-19-504
. Limitations on distributions.
(1)
A limited partnership may not make a distribution, including a distribution under
Section
48-2e-813
16-19-811
, if after the distribution:
(a)
the limited partnership would not be able to pay
its
the limited partnership's
debts as
they
the debts
become due in the ordinary course of the limited partnership's
activities and affairs; or
(b)
the limited partnership's total assets would be less than the sum of
its
the limited
partnership's
total liabilities plus, unless the partnership agreement permits otherwise,
the amount that would be needed, if the limited partnership were to be dissolved and
wound up at the time of the distribution, to satisfy the preferential rights upon
dissolution and winding up of partners and transferees whose preferential rights are
superior to those of persons receiving the distribution.
(2)
A limited partnership may base a determination that a distribution is not prohibited
under Subsection
(1)
on:
(a)
financial statements prepared on the basis of accounting practices and principles that
are reasonable in the circumstances; or
(b)
a fair valuation or other method that is reasonable under the circumstances.
(3)
Except as otherwise provided in Subsection
(5)
, the effect of a distribution under
Subsection
(1)
is measured:
(a)
in the case of distribution as defined in Subsection
48-2e-102(4)(a)
16-19-101(4)(a)
,
as of the earlier of:
(i)
the date money or other property is transferred or debt is incurred by the limited
partnership; or
(ii)
the date the person entitled to the distribution ceases to own the interest or right
being acquired by the limited partnership in return for the distribution;
(b)
in the case of any other distribution of indebtedness, as of the date the indebtedness
is distributed; and
(c)
in all other cases, as of the date:
(i)
the distribution is authorized, if the payment occurs not later than 120 days after
that date; or
(ii)
the payment is made, if payment occurs more than 120 days after the distribution
is authorized.
(4)
A limited partnership's indebtedness to a partner or transferee incurred by reason of a
distribution made in accordance with this section is at parity with the limited
partnership's indebtedness to
its
the limited partnership's
general, unsecured creditors,
except to the extent subordinated by agreement.
(5)
(a)
A limited partnership's indebtedness, including indebtedness issued as a
distribution, is not considered a liability for purposes of Subsection
(1)
if the terms of
the indebtedness provide that payment of principal and interest is made only if and to
the extent that payment of a distribution could then be made under this section.
(b)

If the indebtedness is issued as a distribution, each payment of principal or
interest is treated as a distribution, the effect of which is measured on the date the
payment is made.
(6)
In measuring the effect of a distribution under Section
48-2e-813
16-19-811
, the
liabilities of a dissolved limited partnership do not include any claim that has been
disposed of under Section
48-2e-806
16-19-806
,
48-2e-807
16-19-807
, or
48-2e-808
16-19-808
.
Section 203. Section
16-19-505
, which is renumbered from Section 48-2e-505 is renumbered
and amended to read:
48-2e-505
16-19-505
. Liability for improper distributions.
(1)
If a general partner consents to a distribution made in violation of Section
48-2e-504
16-19-504
and in consenting to the distribution fails to comply with Section
48-2e-409
16-19-409
, the general partner is personally liable to the limited partnership for the
amount of the distribution which exceeds the amount that could have been distributed
without the violation of Section
48-2e-504
16-19-504
.
(2)
A person that receives a distribution knowing that the distribution violated Section
48-2e-504
16-19-504
is personally liable to the limited partnership but only to the extent
that the distribution received by the person exceeded the amount that could have been
properly paid under Section
48-2e-504
16-19-504
.
(3)
A general partner against which an action is commenced because the general partner is
liable under Subsection
(1)
may:
(a)
implead any other person that is liable under Subsection
(1)
and seek to enforce a
right of contribution from the person; and
(b)
implead any person that received a distribution in violation of Subsection
(2)
and
seek to enforce a right of contribution from the person in the amount the person
received in violation of Subsection
(2)
.
(4)
An action under this section is barred unless commenced not later than two years after
the distribution.
Section 204. Section
16-19-601
, which is renumbered from Section 48-2e-601 is renumbered
and amended to read:
6. Dissociation
48-2e-601
16-19-601
. Dissociation as limited partner.
(1)
A person does not have a right to dissociate as a limited partner before the completion
of the winding up of the limited partnership.
(2)
A person is dissociated as a limited partner when:
(a)
the limited partnership has notice of the person's express will to withdraw as a
limited partner, but, if the person specified a withdrawal date later than the date the
limited partnership had notice, on that later date;
(b)
an event stated in the partnership agreement as causing the person's dissociation as a
limited partner occurs;
(c)
the person is expelled as a limited partner pursuant to the partnership agreement;
(d)
the person is expelled as a limited partner by the unanimous vote or consent of the
other partners if:
(i)
it is unlawful to carry on the limited partnership's activities and affairs with the
person as a limited partner;
(ii)
there has been a transfer of all of the person's transferable interest in the limited
partnership, other than:
(A)
a transfer for security purposes; or
(B)
a charging order in effect under Section
48-2e-703
16-19-703
which has not
been foreclosed;
(iii)
the person is a corporation and:
(A)
the limited partnership notifies the person that
it
the person
will be expelled
as a limited partner because the person has filed a statement of dissolution or
the equivalent,
its
the person's
charter has been revoked, or
its
the person's

right to conduct business has been suspended by the jurisdiction of
its
the
person's
incorporation; and
(B)
not later than 90 days after the notification the statement of dissolution or the
equivalent has not been revoked or
its
the person's
charter or right to conduct
business has not been reinstated; or
(iv)
the person is an unincorporated entity that has been dissolved and whose
business is being wound up;
(e)
on application by the limited partnership, the person is expelled as a limited partner
by judicial order because the person:
(i)
has engaged or is engaging in wrongful conduct that has affected adversely and
materially, or will affect adversely and materially, the limited partnership's
activities and affairs;
(ii)
has committed willfully or persistently, or is committing willfully or persistently,
a material breach of the partnership agreement or the contractual obligation of
good faith and fair dealing under Subsection
48-2e-305(1)
16-19-305(1)
; or
(iii)
has engaged or is engaging in conduct relating to the limited partnership's
activities and affairs which makes it not reasonably practicable to carry on the
activities and affairs with the person as a limited partner;
(f)
in the case of a person who is an individual, the individual dies;
(g)
in the case of a person that is a testamentary or inter vivos trust or is acting as a
limited partner by virtue of being a trustee of such a trust, the trust's entire
transferable interest in the limited partnership is distributed;
(h)
in the case of a person that is an estate or is acting as a limited partner by virtue of
being a personal representative of an estate, the estate's entire transferable interest in
the limited partnership is distributed;
(i)
in the case of a person that is not an individual, corporation, unincorporated entity,
trust, or estate, the existence of the person terminates;
(j)
the limited partnership participates in a merger under
Part 11, Merger, Interest
Exchange, Conversion, and Domestication
Chapter 1a, Part 7, Merger
, and:
(i)
the limited partnership is not the surviving entity; or
(ii)
otherwise as a result of the merger, the person ceases to be a limited partner;
(k)
the limited partnership participates in an interest exchange under
Part 11, Merger,
Interest Exchange, Conversion, and Domestication
Chapter 1a, Part 8, Interest
Exchange
, and as a result of the interest exchange, the person ceases to be a limited
partner;
(l)
the limited partnership participates in a conversion under
Part 11, Merger, Interest
Exchange, Conversion, and Domestication
Chapter 1a, Part 9, Conversion
;
(m)
the limited partnership participates in a domestication under
Part 11, Merger,
Interest Exchange, Conversion, and Domestication
Chapter 1a, Part 10,
Domestication
, and as a result of the domestication, the person ceases to be a limited
partner; or
(n)
the limited partnership dissolves and completes winding up.
Section 205. Section
16-19-602
, which is renumbered from Section 48-2e-602 is renumbered
and amended to read:
48-2e-602
16-19-602
. Effect of dissociation as limited partner.
(1)
If a person is dissociated as a limited partner:
(a)
subject to Section
48-2e-704
16-19-704
, the person does not have further rights as a
limited partner;
(b)
the person's contractual obligation of good faith and fair dealing as a limited partner
under Subsection
48-2e-305(1)
16-19-305(1)
ends with regard to matters arising and
events occurring after the person's dissociation; and
(c)
subject to Section
48-2e-704
16-19-704
and
Part 11, Merger, Interest Exchange,
Conversion, and Domestication
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8,
Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10,
Domestication
, any transferable interest owned by the person in the person's capacity
as a limited partner immediately before dissociation is owned by the person solely as
a transferee.
(2)
A person's dissociation as a limited partner does not of itself discharge the person from
any debt, obligation, or other liability to the limited partnership or the other partners
which the person incurred while a limited partner.
Section 206. Section
16-19-603
, which is renumbered from Section 48-2e-603 is renumbered
and amended to read:
48-2e-603
16-19-603
. Dissociation as general partner.
A person is dissociated as a general partner when:
(1)
the limited partnership has notice of the person's express will to withdraw as a general
partner, but, if the person specifies a withdrawal date later than the date the limited
partnership had notice, on that later date;
(2)
an event stated in the partnership agreement as causing the person's dissociation as a
general partner occurs;
(3)
the person is expelled as a general partner pursuant to the partnership agreement;
(4)
the person is expelled as a general partner by the unanimous vote or consent of the other
partners if:
(a)
it is unlawful to carry on the limited partnership's activities and affairs with the
person as a general partner;
(b)
there has been a transfer of all of the person's transferable interest in the limited
partnership, other than:
(i)
a transfer for security purposes; or
(ii)
a charging order in effect under Section
48-2e-703
16-19-703
which has not
been foreclosed;
(c)
the person is a corporation, and:
(i)
the limited partnership notifies the person that
it
the person
will be expelled as a
general partner because the person has filed a statement of dissolution or the
equivalent,
its
the person's
charter has been revoked, or
its
the person's
right to
conduct business has been suspended by the jurisdiction of
its
the person's

incorporation; and
(ii)
not later than 90 days after the notification
of
the statement of dissolution or the
equivalent has not been revoked or
its
the person's
charter or right to conduct
business has not been reinstated; or
(d)
the person is an unincorporated entity that has been dissolved and whose business is
being wound up;
(5)
on application by the limited partnership or a partner in a direct action under Section
48-2e-1001
16-19-901
, the person is expelled as a general partner by judicial order
because the person:
(a)
has engaged or is engaging in wrongful conduct that has affected adversely and
materially, or will affect adversely and materially, the limited partnership's activities
and affairs;
(b)
has committed willfully or persistently, or is committing willfully or persistently, a
material breach of the partnership agreement or a duty or obligation under Section
48-2e-409
16-19-409
; or
(c)
has engaged or is engaging in conduct relating to the limited partnership's activities
and affairs which makes it not reasonably practicable to carry on the activities or
affairs of the limited partnership with the person as a general partner;
(6)
in the case of a person who is an individual:
(a)
the individual dies;
(b)
a guardian or general conservator for the individual is appointed; or
(c)
a court orders that the individual has otherwise become incapable of performing the
individual's duties as a general partner under this chapter or the partnership
agreement;
(7)
the person:
(a)
becomes a debtor in bankruptcy;
(b)
executes an assignment for the benefit of creditors; or
(c)
seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of the person or of all or substantially all of the person's property;
(8)
in the case of a person that is a testamentary or inter vivos trust or is acting as a general
partner by virtue of being a trustee of such a trust, the trust's entire transferable interest
in the limited partnership is distributed;
(9)
in the case of a person that is an estate or is acting as a general partner by virtue of being
a personal representative of an estate, the estate's entire transferable interest in the
limited partnership is distributed;
(10)
in the case of a person that is not an individual, corporation, unincorporated entity,
trust, or estate, the existence of the person terminates;
(11)
the limited partnership participates in a merger under
Part 11, Merger, Interest
Exchange, Conversion, and Domestication
Chapter 1a, Part 7, Merger
, and:
(a)
the limited partnership is not the surviving entity; or
(b)
otherwise as a result of the merger, the person ceases to be a general partner;
(12)
the limited partnership participates in an interest exchange under
Part 11, Merger,
Interest Exchange, Conversion, and Domestication
Chapter 1a, Part 8, Interest Exchange
,
and, as a result of the interest exchange, the person ceases to be a general partner;
(13)
the limited partnership participates in a conversion under
Part 11, Merger, Interest
Exchange, Conversion, and Domestication
Chapter 1a, Part 9, Conversion
;
(14)
the limited partnership participates in a domestication under
Part 11, Merger, Interest
Exchange, Conversion, and Domestication
Chapter 1a, Part 10, Domestication
, and, as a
result of the domestication, the person ceases to be a general partner; or
(15)
the limited partnership dissolves and completes winding up.
Section 207. Section
16-19-604
, which is renumbered from Section 48-2e-604 is renumbered
and amended to read:
48-2e-604
16-19-604
. Power to dissociate as general partner -- Wrongful
dissociation.
(1)
A person has the power to dissociate as a general partner at any time, rightfully or
wrongfully, by withdrawing as a general partner by express will under Subsection
48-2e-603(1)
16-19-603(1)
.
(2)
A person's dissociation as a general partner is wrongful only if the dissociation:
(a)
is in breach of an express provision of the partnership agreement; or
(b)
occurs before the completion of the winding up of the limited partnership, and:
(i)
the person withdraws as a general partner by express will;
(ii)
the person is expelled as a general partner by judicial order under Subsection
48-2e-603(5)
16-19-603(5)
;
(iii)
the person is dissociated as a general partner under Subsection
48-2e-603(7)
16-19-603(7)
; or
(iv)
in the case of a person that is not a trust other than a business trust, an estate, or
an individual, the person is expelled or otherwise dissociated as a general partner
because it willfully dissolved or terminated.
(3)
(a)
A person that wrongfully dissociates as a general partner is liable to the limited
partnership and, subject to Section
48-2e-1001
16-19-901
, to the other partners for
damages caused by the dissociation.
(b)

The liability is in addition to any debt, obligation, or other liability of the general
partner to the limited partnership or the other partners.
Section 208. Section
16-19-605
, which is renumbered from Section 48-2e-605 is renumbered
and amended to read:
48-2e-605
16-19-605
. Effect of dissociation as general partner.
(1)
If a person is dissociated as a general partner:
(a)
the person's right to participate as a general partner in the management and conduct
of the limited partnership's activities and affairs terminates;
(b)
the person's duties and obligations as a general partner under Section
48-2e-409
16-19-409
end with regard to matters arising and events occurring after the person's
dissociation;
(c)
the person may sign and deliver to the division for filing a statement of dissociation
pertaining to the person and, at the request of the limited partnership, shall sign an
amendment to the certificate of limited partnership which states that the person has
dissociated as a general partner; and
(d)
subject to Section
48-2e-704
16-19-704
and
Part 11, Merger, Interest Exchange,
Conversion, and Domestication
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8,
Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10,
Domestication
, any transferable interest owned by the person immediately before
dissociation in the person's capacity as a general partner is owned by the person
solely as a transferee.
(2)
A person's dissociation as a general partner does not of itself discharge the person from
any debt, obligation, or other liability to the limited partnership or the other partners
which the person incurred while a general partner.
Section 209. Section
16-19-606
, which is renumbered from Section 48-2e-606 is renumbered
and amended to read:
48-2e-606
16-19-606
. Power to bind and liability of person dissociated as
general partner.
(1)
After a person is dissociated as a general partner and before the limited partnership is
merged out of existence, converted, or domesticated under
Part 11, Merger, Interest
Exchange, Conversion, and Domestication
Chapter 1a, Part 7, Merger, Chapter 1a, Part
8, Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10,
Domestication
, or dissolved, the limited partnership is bound by an act of the person
only if:
(a)
the act would have bound the limited partnership under Section
48-2e-402
16-19-402
before the dissociation; and
(b)
at the time the other party enters into the transaction:
(i)
less than two years has passed since the dissociation; and
(ii)
the other party does not know or have notice of the dissociation and reasonably
believes that the person is a general partner.
(2)
If a limited partnership is bound under Subsection
(1)
, the person dissociated as a
general partner which caused the limited partnership to be bound is liable:
(a)
to the limited partnership for any damage caused to the limited partnership arising
from the obligation incurred under Subsection
(1)
; and
(b)
if a general partner or another person dissociated as a general partner is liable for the
obligation, to the general partner or other person for any damage caused to the
general partner or other person arising from the liability.
Section 210. Section
16-19-607
, which is renumbered from Section 48-2e-607 is renumbered
and amended to read:
48-2e-607
16-19-607
. Liability to other persons of person dissociated as general
partner.
(1)
(a)
A person's dissociation as a general partner does not of itself discharge the
person's liability as a general partner for a debt, obligation, or other liability of the
limited partnership incurred before dissociation.
(b)

Except as otherwise provided in Subsections
(2)
and
(3)
, the person is not liable
for a limited partnership obligation incurred after dissociation.
(2)
A person whose dissociation as a general partner resulted in a dissolution and winding
up of the limited partnership's activities and affairs is liable to the same extent as a
general partner under Section
48-2e-404
16-19-404
on an obligation incurred by the
limited partnership under Section
48-2e-804
16-19-804
.
(3)
A person that has dissociated as a general partner but whose dissociation did not result
in a dissolution and winding up of the limited partnership's activities and affairs is liable
on a transaction entered into by the limited partnership after the dissociation only if:
(a)
a general partner would be liable on the transaction; and
(b)
at the time the other party enters into the transaction:
(i)
less than two years has passed since the dissociation; and
(ii)
the other party does not have knowledge or notice of the dissociation and
reasonably believes that the person is a general partner.
(4)
By agreement with a creditor of a limited partnership and the limited partnership, a
person dissociated as a general partner may be released from liability for an obligation
of the limited partnership.
(5)
A person dissociated as a general partner is released from liability for an obligation of
the limited partnership if the limited partnership's creditor, with knowledge or notice of
the person's dissociation as a general partner but without the person's consent, agrees to
a material alteration in the nature or time of payment of the obligation.
Section 211. Section
16-19-701
, which is renumbered from Section 48-2e-701 is renumbered
and amended to read:
7. Transferable Interest and Rights
48-2e-701
16-19-701
. Nature of transferable interest.
(1)
The only interest of a partner which is transferable is the partner's transferable interest.
(2)

A transferable interest is personal property.
Section 212. Section
16-19-702
, which is renumbered from Section 48-2e-702 is renumbered
and amended to read:
48-2e-702
16-19-702
. Transfer of transferable interest.
(1)
A transfer, in whole or in part, of a transferable interest:
(a)
is permissible;
(b)
does not by itself cause the person's dissociation or a dissolution and winding up of
the limited partnership's activities and affairs; and
(c)
subject to Section
48-2e-704
16-19-704
, does not entitle the transferee to:
(i)
participate in the management or conduct of the limited partnership's activities or
affairs; or
(ii)
except as otherwise provided in Subsection
(3)
, have access to required
information, records, or other information concerning the limited partnership's
activities and affairs.
(2)
A transferee has the right to receive, in accordance with the transfer, distributions to
which the transferor would otherwise be entitled.
(3)
In a dissolution and winding up of a limited partnership, a transferee is entitled to an
account of the limited partnership's transactions only from the date of dissolution.
(4)
A transferable interest may be evidenced by a certificate of the interest issued by a
limited partnership in a record, and, subject to this section, the interest represented by
the certificate may be transferred by a transfer of the certificate.
(5)
A limited partnership need not give effect to a transferee's rights under this section until
the limited partnership knows or has notice of the transfer.
(6)
A transfer of a transferable interest in violation of a restriction on transfer contained in
the partnership agreement is ineffective as to a person having knowledge or notice of the
restriction at the time of transfer.
(7)
Except as otherwise provided in Subsections
48-2e-601(2)(d)(ii)
16-19-601(2)(d)(ii)

and
48-2e-603(4)(b)
16-19-603(4)(b)
, if a general or limited partner transfers a
transferable interest, the transferor retains the rights of a general or limited partner other
than the transferable interest transferred and retains all the duties and obligations of a
general or limited partner.
(8)
If a general or limited partner transfers a transferable interest to a person that becomes a
general or limited partner with respect to the transferred interest, the transferee is liable
for the transferor's obligations under Sections
48-2e-502
16-19-502
and
48-2e-505
16-19-505
known to the transferee when the transferee becomes a partner.
Section 213. Section
16-19-703
, which is renumbered from Section 48-2e-703 is renumbered
and amended to read:
48-2e-703
16-19-703
. Charging order.
(1)
(a)
On application by a judgment creditor of a partner or transferee, a court may enter
a charging order against the transferable interest of the judgment debtor for the
unsatisfied amount of the judgment.
(b)

A charging order constitutes a lien on a judgment debtor's transferable interest
and, after the limited partnership has been served with the charging order, requires
the limited partnership to pay over to the person to which the charging order was
issued any distribution that otherwise would be paid to the judgment debtor.
(2)
To the extent necessary to effectuate the collection of distributions pursuant to a
charging order in effect under Subsection
(1)
, the court may:
(a)
appoint a receiver of the distributions subject to the charging order, with the power to
make all inquiries the judgment debtor might have made; and
(b)
make all other orders necessary to give effect to the charging order.
(3)
(a)
Upon a showing that distributions under a charging order will not pay the
judgment debt within a reasonable time, the court may foreclose the lien and order
the sale of the transferable interest.
(b)

The purchaser at the foreclosure sale obtains only the transferable interest, does
not thereby become a partner, and is subject to Section
48-2e-702
16-19-702
.
(4)
At any time before foreclosure under Subsection
(3)
, the partner or transferee whose
transferable interest is subject to a charging order under Subsection
(1)
may extinguish
the charging order by satisfying the judgment and filing a certified copy of the
satisfaction with the court that issued the charging order.
(5)
At any time before foreclosure under Subsection
(3)
, a limited partnership or one or
more partners whose transferable interests are not subject to the charging order may pay
to the judgment creditor the full amount due under the judgment and thereby succeed to
the rights of the judgment creditor, including the charging order.
(6)
This chapter does not deprive any partner or transferee of the benefit of any exemption
law applicable to the transferable interest of the partner or transferee.
(7)
This section provides the exclusive remedy by which a person seeking to enforce a
judgment against a partner or transferee may, in the capacity of judgment creditor,
satisfy the judgment from the judgment debtor's transferable interest.
Section 214. Section
16-19-704
, which is renumbered from Section 48-2e-704 is renumbered
and amended to read:
48-2e-704
16-19-704
. Power of legal representative of deceased partner.
If a partner dies, the deceased partner's legal representative may exercise:
(1)
the rights of a transferee provided in Subsection
48-2e-702(3)
16-19-702(3)
; and
(2)
for the purposes of settling the estate, the rights of a current limited partner under
Section
48-2e-304
16-19-304
.
Section 215. Section
16-19-801
, which is renumbered from Section 48-2e-801 is renumbered
and amended to read:
8. Dissolution and Winding Up
48-2e-801
16-19-801
. Events causing dissolution.
(1)
A limited partnership is dissolved, and the limited partnership's activities and affairs
must be wound up, upon the occurrence of any of the following:
(a)
an event or circumstance that the partnership agreement states causes dissolution;
(b)
the affirmative vote or consent of all general partners and of limited partners owning
a majority of the rights to receive distributions as limited partners at the time the vote
or consent is to be effective;
(c)
after the dissociation of a person as a general partner:
(i)
if the limited partnership has at least one remaining general partner, the vote or
consent to dissolve the limited partnership not later than 90 days after the
dissociation by partners owning a majority of the rights to receive distributions as
partners at the time the vote or consent is to be effective; or
(ii)
if the limited partnership does not have a remaining general partner, the passage
of 90 days after the dissociation, unless before the end of the period:
(A)
consent to continue the activities and affairs of the limited partnership and
admit at least one general partner is given by limited partners owning a
majority of the rights to receive distributions as limited partners at the time the
consent is to be effective; and
(B)
at least one person is admitted as a general partner in accordance with the
consent;
(d)
the passage of 90 consecutive days after the dissociation of the limited partnership's
last limited partner, unless before the end of the period the limited partnership admits
at least one limited partner;
(e)
the passage of 90 consecutive days during which the limited partnership has only one
partner, unless before the end of the period:
(i)
the limited partnership admits at least one person as a partner;
(ii)
if the previously sole remaining partner is only a general partner, the limited
partnership admits the person as a limited partner; and
(iii)
if the previously sole remaining partner is only a limited partner, the limited
partnership admits a person as a general partner;
(f)
upon a petition brought by a partner, the entry of a court order dissolving the limited
partnership on the grounds that:
(i)
the conduct of all or substantially all the limited partnership's activities and affairs
is unlawful; or
(ii)
it is not reasonably practicable to carry on the limited partnership's activities and
affairs in conformity with the partnership agreement; or
(g)
the signing and filing of a statement of administrative dissolution by the division
under Section
48-2e-810
16-1a-603
.
(2)
If an event occurs that imposes a deadline on a limited partnership under Subsection
(1)

and before the limited partnership has met the requirements of the deadline, another
event occurs that imposes a different deadline on the limited partnership under
Subsection
(1)
:
(a)
the occurrence of the second event does not affect the deadline caused by the first
event; and
(b)
the limited partnership's meeting of the requirements of the first deadline does not
extend the second deadline.
Section 216. Section
16-19-802
, which is renumbered from Section 48-2e-802 is renumbered
and amended to read:
48-2e-802
16-19-802
. Winding up.
(1)
(a)
A dissolved limited partnership shall wind up the limited partnership's activities
and affairs.
(b)
Except as otherwise provided in Section
48-2e-803
16-19-803
, the limited
partnership only continues after dissolution for the purpose of winding up.
(2)
In winding up the limited partnership's activities and affairs, the limited partnership:
(a)
shall discharge the limited partnership's debts, obligations, and other liabilities, settle
and close the limited partnership's activities and affairs, and marshal and distribute
the assets of the limited partnership; and
(b)
may:
(i)
amend
its
the limited partnership's
certificate of limited partnership to state that
the limited partnership is dissolved;
(ii)
preserve the limited partnership activities, affairs, and property as a going
concern for a reasonable time;
(iii)
prosecute and defend actions and proceedings, whether civil, criminal, or
administrative;
(iv)
transfer the limited partnership's property;
(v)
settle disputes by mediation or arbitration;
(vi)
deliver to the division for filing a statement of termination stating the name of the
limited partnership and that the limited partnership is terminated; and
(vii)
perform other acts necessary or appropriate to the winding up.
(3)
(a)
If a dissolved limited partnership does not have a general partner, a person to wind
up the dissolved limited partnership's activities and affairs may be appointed by the
affirmative vote or consent of limited partners owning a majority of the rights to
receive distributions as limited partners at the time the vote or consent is to be
effective.
(b)
A person appointed under this Subsection
(3)
:
(i)
has the powers of a general partner under Section
48-2e-804
16-19-804
but is not
liable for the debts, obligations, and other liabilities of the limited partnership
solely by reason of having or exercising those powers or otherwise acting to wind
up the dissolved limited partnership's activities and affairs; and
(ii)
shall deliver promptly to the division for filing an amendment to the certificate of
limited partnership stating:
(A)
that the limited partnership does not have a general partner;
(B)
the name and street and mailing addresses of the person; and
(C)
that the person has been appointed pursuant to this subsection to wind up the
limited partnership.
(4)
Upon a petition brought by a partner, a court may order judicial supervision of the
winding up of a dissolved limited partnership, including the appointment of a person to
wind up the limited partnership's activities and affairs, if:
(a)
the limited partnership does not have a general partner and within a reasonable time
following the dissolution no person has been appointed
pursuant to
in accordance
with
Subsection
(3)
; or
(b)
the applicant establishes other good cause.
Section 217. Section
16-19-803
, which is renumbered from Section 48-2e-803 is renumbered
and amended to read:
48-2e-803
16-19-803
. Rescinding dissolution.
(1)
A limited partnership may rescind the limited partnership's dissolution, unless a
statement of termination applicable to the limited partnership is effective, a court has
entered an order under Subsection
48-2e-801(1)(f)
16-19-801(1)(f)
dissolving the
limited partnership, or the division has dissolved the limited partnership under Section
48-2e-810
16-1a-603
.
(2)
Rescinding dissolution under this section requires:
(a)
the affirmative vote or consent of each partner; and
(b)
if the limited partnership has delivered to the division for filing an amendment to the
certificate of limited partnership stating that the partnership is dissolved and if:
(i)
the amendment is not effective, the filing by the limited partnership of a statement
of withdrawal under Section
48-2e-207
16-1a-205
applicable to the amendment;
or
(ii)
the amendment is effective, the delivery by the limited partnership to the division
for filing of an amendment to the certificate of limited partnership stating that the
dissolution has been rescinded under this section.
(3)
If a limited partnership rescinds the limited partnership's dissolution:
(a)
the limited partnership resumes carrying on the limited partnership's activities and
affairs as if dissolution had never occurred;
(b)
subject to Subsection
(3)(c)
, any liability incurred by the limited partnership after the
dissolution and before the rescission is effective is determined as if dissolution had
never occurred; and
(c)
the rights of a third party arising out of conduct in reliance on the dissolution before
the third party knew or had notice of the rescission may not be adversely affected.
Section 218. Section
16-19-804
, which is renumbered from Section 48-2e-804 is renumbered
and amended to read:
48-2e-804
16-19-804
. Power to bind partnership after dissolution.
(1)
A limited partnership is bound by a general partner's act after dissolution which:
(a)
is appropriate for winding up the limited partnership's activities and affairs; or
(b)
would have bound the limited partnership under Section
48-2e-402
16-19-402

before dissolution, if, at the time the other party enters into the transaction, the other
party does not know or have notice of the dissolution.
(2)
A person dissociated as a general partner binds a limited partnership through an act
occurring after dissolution if:
(a)
at the time the other party enters into the transaction:
(i)
less than two years has passed since the dissociation; and
(ii)
the other party does not have notice of the dissociation and reasonably believes
that the person is a general partner; and
(b)
the act:
(i)
is appropriate for winding up the limited partnership's activities and affairs; or
(ii)
would have bound the limited partnership under Section
48-2e-402
16-19-402

before dissolution and at the time the other party enters into the transaction the
other party does not have notice of the dissolution.
Section 219. Section
16-19-805
, which is renumbered from Section 48-2e-805 is renumbered
and amended to read:
48-2e-805
16-19-805
. Liability after dissolution of general partner and person
dissociated as general partner to limited partnership, other general partners, and
persons dissociated as general partner.
(1)
If a general partner having knowledge of the dissolution causes a limited partnership to
incur an obligation under Subsection
48-2e-804(1)
16-19-804(1)
by an act that is not
appropriate for winding up the limited partnership's activities and affairs, the general
partner is liable:
(a)
to the limited partnership for any damage caused to the limited partnership arising
from the obligation; and
(b)
if another general partner or a person dissociated as a general partner is liable for the
obligation, to that other general partner or person for any damage caused to that other
general partner or person arising from the liability.
(2)
If a person dissociated as a general partner causes a limited partnership to incur an
obligation under Subsection
48-2e-804(2)
16-19-804(2)
, the person is liable:
(a)
to the limited partnership for any damage caused to the limited partnership arising
from the obligation; and
(b)
if a general partner or another person dissociated as a general partner is liable for the
obligation, to the general partner or other person for any damage caused to the
general partner or other person arising from the obligation.
Section 220. Section
16-19-806
, which is renumbered from Section 48-2e-806 is renumbered
and amended to read:
48-2e-806
16-19-806
. Known claims against dissolved limited partnership.
(1)
Except as otherwise provided in Subsection
(4)
, a dissolved limited partnership may
give notice of a known claim under Subsection
(2)
, which has the effect provided in
Subsection
(3)
.
(2)
(a)
A dissolved limited partnership may in a record notify
its
the dissolved limited
partnership's
known claimants of the dissolution.
(b)

The notice must:
(a)
(i)
specify the information required to be included in a claim;
(b)
(ii)
state that a claim must be in writing and provide a mailing address to which
the claim is to be sent;
(c)
(iii)
state the deadline for receipt of a claim, which may not be less than 120 days
after the date the notice is received by the claimant;
(d)
(iv)
state that the claim will be barred if not received by the deadline; and
(e)
(v)
unless the limited partnership has been throughout
its
the limited
partnership's
existence a limited liability limited partnership, state that the barring
of a claim against the limited partnership will also bar any corresponding claim
against any general partner or person dissociated as a general partner which is
based on Section
48-2e-404
16-19-404
.
(3)
A claim against a dissolved limited partnership is barred if the requirements of
Subsection
(2)
are met, and:
(a)
the claim is not received by the specified deadline; or
(b)
if the claim is timely received but rejected by the limited partnership:
(i)
the limited partnership causes the claimant to receive a notice in a record stating
that the claim is rejected and will be barred unless the claimant commences an
action against the limited partnership to enforce the claim not later than 90 days
after the claimant receives the notice; and
(ii)
the claimant does not commence the required action not later than 90 days after
the claimant receives the notice.
(4)
This section does not apply to a claim based on an event occurring after the effective
date of dissolution or a liability that on that date is contingent.
Section 221. Section
16-19-807
, which is renumbered from Section 48-2e-807 is renumbered
and amended to read:
48-2e-807
16-19-807
. Other claims against dissolved limited partnership.
(1)
A dissolved limited partnership may publish notice of
its
the dissolved limited
partnership's
dissolution and request persons having claims against the dissolved limited
partnership to present
them
the claims
in accordance with the notice.
(2)
A notice under Subsection
(1)
must:
(a)
be published at least once in a newspaper of general circulation in the county in this
state in which the dissolved limited partnership's principal office is located or, if the
principal office is not located in this state, in the county in which the office of the
dissolved limited partnership's registered agent is or was last located and in
accordance with Section
45-1-101
;
(b)
describe the information required to be contained in a claim, state that the claim must
be in writing, and provide a mailing address to which the claim is to be sent;
(c)
state that a claim against the dissolved limited partnership is barred unless an action
to enforce the claim is commenced not later than three years after publication of the
notice; and
(d)
unless the dissolved limited partnership has been throughout
its
the dissolved
limited partnership's
existence a limited liability limited partnership, state that the
barring of a claim against the dissolved limited partnership will also bar any
corresponding claim against any general partner or person dissociated as a general
partner which is based on Section
48-2e-404
16-19-404
.
(3)
If a dissolved limited partnership publishes a notice in accordance with Subsection
(2)
,
the claim of each of the following claimants is barred unless the claimant commences an
action to enforce the claim against the dissolved limited partnership not later than three
years after the publication date of the notice:
(a)
a claimant that did not receive notice in a record under Section
48-2e-806
16-19-806
;
(b)
a claimant whose claim was timely sent to the dissolved limited partnership but not
acted on; and
(c)
a claimant whose claim is contingent at, or based on an event occurring after, the
effective date of dissolution.
(4)
A claim not barred under this section or Section
48-2e-806
16-19-806
may be enforced:
(a)
against the dissolved limited partnership, to the extent of
its
the dissolved limited
partnership's
undistributed assets;
(b)
except as otherwise provided in Section
48-2e-808
16-19-808
, if the assets of the
dissolved limited partnership have been distributed after dissolution, against a partner
or transferee to the extent of that person's proportionate share of the claim or of the
dissolved limited partnership's assets distributed to the partner or transferee after
dissolution, whichever is less, but a person's total liability for all claims under this
subsection may not exceed the total amount of assets distributed to the person after
dissolution; and
(c)
against any person liable on the claim under Sections
48-2e-404
16-19-404
and
48-2e-607
16-19-607
.
Section 222. Section
16-19-808
, which is renumbered from Section 48-2e-808 is renumbered
and amended to read:
48-2e-808
16-19-808
. Court proceedings.
(1)
(a)
A dissolved limited partnership that has published a notice under Section
48-2e-807
16-19-807
may petition a court with jurisdiction under
Title 78A,
Judiciary and Judicial Administration
, for a determination of the amount and form of
security to be provided for payment of claims that are contingent, have not been
made known to the dissolved limited partnership, or are based on an event occurring
after the effective date of dissolution but which, based on the facts known to the
dissolved limited partnership, are reasonably expected to arise after the effective date
of dissolution.
(b)
Security is not required for any claim that is or is reasonably anticipated to be barred
under Subsection
48-2e-807(3)
16-19-807(3)
.
(2)
No later than 10 days after the filing of an application under Subsection
(1)
, the
dissolved limited partnership shall give notice of the proceeding to each claimant
holding a contingent claim known to the dissolved limited partnership.
(3)
(a)
In a proceeding brought under this section, the court may appoint a guardian ad
litem to represent all claimants whose identities are unknown.
(b)
The reasonable fees and expenses of the guardian, including all reasonable expert
witness fees, must be paid by the dissolved limited partnership.
(4)
A dissolved limited partnership that provides security in the amount and form ordered
by the court under Subsection
(1)
satisfies the dissolved limited partnership's obligations
with respect to claims that are contingent, have not been made known to the dissolved
limited partnership, or are based on an event occurring after the effective date of
dissolution, and such claims may not be enforced against a partner or transferee that
received assets in liquidation.
Section 223. Section
16-19-809
, which is renumbered from Section 48-2e-809 is renumbered
and amended to read:
48-2e-809
16-19-809
. Liability of general partner and person dissociated as
general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred under Section
48-2e-806
16-19-806
,
48-2e-807
16-19-807
, or
48-2e-808
16-19-808
, any corresponding claim under
Section
48-2e-404
16-19-404
or
48-2e-607
16-19-607
is also barred.
Section 224. Section
16-19-810
, which is renumbered from Section 48-2e-813 is renumbered
and amended to read:
48-2e-813
16-19-810
. Disposition of assets in winding up -- When contributions
required.
(1)
In winding up
its
a limited partnership's
activities and affairs, a limited partnership
shall apply
its
the limited partnership's
assets, including the contributions required by
this section, to discharge the limited partnership's obligations to creditors, including
partners that are creditors.
(2)
After a limited partnership complies with Subsection
(1)
, any surplus must be
distributed in the following order, subject to any charging order in effect under Section
48-2e-703
16-19-703
:
(a)
to each person owning a transferable interest that reflects contributions made and not
previously returned, an amount equal to the value of the unreturned contributions; and
(b)
among partners in proportion to
their
the partners'
respective rights to share in
distributions immediately before the dissolution of the limited partnership, except to
the extent necessary to comply with any transfer effective under Section
48-2e-702
16-19-702
.
(3)
If a limited partnership's assets are insufficient to satisfy all of
its
the limited
partnership's
obligations under Subsection
(1)
, with respect to each unsatisfied
obligation incurred when the limited partnership was not a limited liability limited
partnership, the following rules apply:
(a)
(i)
Each person that was a general partner when the obligation was incurred and
that has not been released from the obligation under Section
48-2e-607
16-19-607

shall contribute to the limited partnership for the purpose of enabling the limited
partnership to satisfy the obligation.
(ii)

The contribution due from each of those persons is in proportion to the right to
receive distributions in the capacity of general partner in effect for each of those
persons when the obligation was incurred.
(b)
(i)
If a person does not contribute the full amount required under Subsection
(3)(a)

with respect to an unsatisfied obligation of the limited partnership, the other
persons required to contribute by Subsection
(3)(a)
on account of the obligation
shall contribute the additional amount necessary to discharge the obligation.
(ii)

The additional contribution due from each of those other persons is in
proportion to the right to receive distributions in the capacity of general partner in
effect for each of those other persons when the obligation was incurred.
(c)
If a person does not make the additional contribution required by Subsection
(3)(b)
,
further additional contributions are determined and due in the same manner as
provided in
that subsection
Subsection
(3)(b)
.
(d)
(i)
A person that makes an additional contribution under Subsection
(3)(b)
or
(3)(c)

may recover from any person whose failure to contribute under Subsection
(3)(a)

or
(3)(b)
necessitated the additional contribution.
(ii)

A person may not recover under this subsection more than the amount
additionally contributed.
(iii)

A person's liability under this subsection may not exceed the amount the
person failed to contribute.
(4)
If a limited partnership does not have sufficient surplus to comply with Subsection
(2)(a)
,
any surplus must be distributed among the owners of transferable interests in proportion
to the value of the respective unreturned contributions.
(5)
All distributions made under Subsections
(2)
and
(4)
must be paid in money.
Section 225. Section
16-19-901
, which is renumbered from Section 48-2e-1001 is renumbered
and amended to read:
9. Actions by Partners
48-2e-1001
16-19-901
. Direct action by partner.
(1)
Subject to Subsection
(2)
, a partner may maintain a direct action against another partner
or the limited partnership, with or without an accounting as to the limited partnership's
activities and affairs, to enforce the partner's rights and otherwise protect the partner's
interests, including rights and interests under the partnership agreement or this chapter
or arising independently of the partnership relationship.
(2)
A partner maintaining a direct action under this section must plead and prove an actual
or threatened injury that is not solely the result of an injury suffered or threatened to be
suffered by the limited partnership.
(3)
A right to an accounting upon a dissolution and winding up does not revive a claim
barred by law.
Section 226. Section
16-19-902
, which is renumbered from Section 48-2e-1002 is renumbered
and amended to read:
48-2e-1002
16-19-902
. Derivative action.
A partner may maintain a derivative action to enforce a right of a limited partnership if:
(1)
the partner first makes a demand on the general partners, requesting that they cause the
limited partnership to bring an action to enforce the right, and the general partners do not
bring the action within a reasonable time; or
(2)
a demand under Subsection
(1)
would be futile.
Section 227. Section
16-19-903
, which is renumbered from Section 48-2e-1003 is renumbered
and amended to read:
48-2e-1003
16-19-903
. Proper plaintiff.
A derivative action to enforce a right of a limited partnership may be maintained only by
a person that is a partner at the time the action is commenced and:
(1)
which was a partner when the conduct giving rise to the action occurred; or
(2)
whose status as a partner devolved on the person by operation of law or
pursuant to
in
accordance with
the terms of the partnership agreement from a person that was a partner
at the time of the conduct.
Section 228. Section
16-19-904
, which is renumbered from Section 48-2e-1004 is renumbered
and amended to read:
48-2e-1004
16-19-904
. Pleading.
In a derivative action to enforce a right of a limited partnership, the complaint must state
with particularity:
(1)
the date and content of the plaintiff's demand and the response to the demand by the
general partner; or
(2)
why
the
demand should be excused as futile.
Section 229. Section
16-19-905
, which is renumbered from Section 48-2e-1005 is renumbered
and amended to read:
48-2e-1005
16-19-905
. Special litigation committee.
(1)
(a)
If a limited partnership is named as or made a party in a derivative proceeding, the
limited partnership may appoint a special litigation committee to investigate the
claims asserted in the proceeding and determine whether pursuing the action is in the
best interests of the limited partnership.
(b)

If the limited partnership appoints a special litigation committee, on motion by the
committee made in the name of the limited partnership, except for good cause shown,
the court shall stay discovery for the time reasonably necessary to permit the
committee to make its investigation.
(c)

This subsection does not prevent the court from:
(a)
(i)
enforcing a person's right to information under Section
48-2e-304
16-19-304

or
48-2e-407
16-19-407
; or
(b)
(ii)
granting extraordinary relief in the form of a temporary restraining order or
preliminary injunction.
(2)
A special litigation committee must be composed of one or more disinterested and
independent individuals, who may be partners.
(3)
A special litigation committee may be appointed:
(a)
by a majority of the general partners not named as parties in the proceeding; and
(b)
if all general partners are named as parties in the proceeding, by a majority of the
general partners named as defendants.
(4)
After appropriate investigation, a special litigation committee may determine that it is in
the best interests of the limited partnership that the proceeding:
(a)
continue under the control of the plaintiff;
(b)
continue under the control of the committee;
(c)
be settled on terms approved by the committee; or
(d)
be dismissed.
(5)
(a)
After making a determination under Subsection
(4)
, a special litigation committee
shall file with the court a statement of its determination and its report supporting its
determination and shall serve each party with a copy of the determination and report.
(b)

The court shall determine whether the members of the committee were
disinterested and independent and whether the committee conducted its investigation
and made its recommendation in good faith, independently, and with reasonable care,
with the committee having the burden of proof.
(c)

If the court finds that the members of the committee were disinterested and
independent and that the committee acted in good faith, independently, and with
reasonable care, the court shall enforce the determination of the committee.
(d)

Otherwise, the court shall dissolve the stay of discovery entered under Subsection
(1)
and allow the action to continue under the control of the plaintiff.
Section 230. Section
16-19-906
, which is renumbered from Section 48-2e-1006 is renumbered
and amended to read:
48-2e-1006
16-19-906
. Proceeds and expenses.
(1)
Except as otherwise provided in Subsection
(2)
:
(a)
any proceeds or other benefits of a derivative action, whether by judgment,
compromise, or settlement, belong to the limited partnership and not to the plaintiff;
and
(b)
if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to
the limited partnership.
(2)
If a derivative action is successful in whole or in part, the court may award the plaintiff
reasonable expenses, including reasonable attorney's fees and costs, from the recovery of
the limited partnership.
(3)
A derivative action on behalf of a limited partnership may not be voluntarily dismissed
or settled without the court's approval.
Section 231. Section
16-19-1001
, which is renumbered from Section 48-2e-1201 is renumbered
and amended to read:
10. Miscellaneous Provisions
48-2e-1201
16-19-1001
. 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
this chapter's
subject matter among states
that enact the uniform act upon which this chapter is based.
Section 232. Section
16-19-1002
, which is renumbered from Section 48-2e-1202 is renumbered
and amended to read:
48-2e-1202
16-19-1002
. Severability clause.
If any provision of this chapter or
its
this chapter's
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.
Section 233. Section
16-19-1003
, which is renumbered from Section 48-2e-1203 is renumbered
and amended to read:
48-2e-1203
16-19-1003
. 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).
Section 234. Section
16-19-1004
, which is renumbered from Section 48-2e-1204 is renumbered
and amended to read:
48-2e-1204
16-19-1004
. Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued
before this chapter takes effect.
Section 235. Section
16-19-1005
, which is renumbered from Section 48-2e-1205 is renumbered
and amended to read:
48-2e-1205
16-19-1005
. 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
the limited
partnership's
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)
Section
16-19-103
does not apply and the limited
partnership has whatever duration
it
the limited partnership
had under the law
applicable immediately before January 1, 2014
.
;
(b)
Sections
48-2e-601
16-19-601
and
48-2e-602
16-19-602
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)
16-19-603(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)
16-19-603(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
.
; and
(e)
Subsection
48-2e-801(1)(c)
16-19-801(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
in accordance with

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)
.
Section 236. Section
16-20-101
, which is renumbered from Section 48-3a-102 is renumbered
and amended to read:
20. Utah Revised Uniform Limited Liability Company Act
1. General Provisions
48-3a-102
16-20-101
. Definitions.
As used in this chapter:
(1)
(a)
"Certificate of organization" means the certificate required by Section
48-3a-201
16-20-201
.
(b)
The term
"Certificate of organization"
includes the certificate as amended or
restated.
(2)
"Contribution," except in the phrase "right of contribution," means property or a benefit
described in Section
48-3a-402
16-20-402
, which is provided by a person to a limited
liability company to become a member or in the person's capacity as a member.
(3)
"Debtor in bankruptcy" means a person that is the subject of:
(a)
an order for relief under Title 11 of the United States Code or a comparable order
under a successor statute of general application; or
(b)
a comparable order under federal, state, or foreign law governing insolvency.
(4)
(a)
"Distribution" means a transfer of money or other property from a limited liability
company to a person on account of a transferable interest or in the person's capacity
as a member.
The term:
(a)
(b)
"Distribution"
includes:
(i)
a redemption or other purchase by a limited liability company of a transferable
interest; and
(ii)
a transfer to a member in return for the member's relinquishment of any right to
participate as a member in the management or conduct of the company's activities
and affairs or to have access to records or other information concerning the
company's activities and affairs
; and
.
(b)
(c)
"Distribution"
does not include amounts constituting reasonable compensation
for present or past service or payments made in the ordinary course of business under
a bona fide retirement plan or other bona fide benefits program.
(5)
"Division" means the Division of Corporations and Commercial Code.
(6)
"Foreign limited liability company" means an unincorporated entity formed under the
law of a jurisdiction other than this state, which would be a limited liability company,
including a low-profit limited liability company, if formed under the law of this state.
(7)
(a)
"Governing person" means a person, alone or in concert with others, by or under
whose authority the powers of the limited liability company are exercised and under
whose direction the activities and affairs of the limited liability company are
managed
pursuant to
in accordance with
this chapter and the limited liability
company's operating agreement.
(b)
The term
"Governing person"
includes:
(a)
(i)
a manager of a manager-managed limited liability company;
(b)
(ii)
a member of a member-managed limited liability company; and
(c)
(iii)
the chief executive officer of a limited liability company in which officers
have been appointed, regardless of the actual designated title.
(8)
"Jurisdiction," used to refer to a political entity, means the United States, a state, a
foreign country, or a political subdivision of a foreign country.
(9)
"Jurisdiction of formation" means, with respect to an entity, the jurisdiction:
(a)
under whose law the entity is formed; or
(b)
in the case of a limited liability partnership or foreign limited liability partnership, in
which the partnership's statement of qualification is filed.
(10)
"Limited liability company," except in the phrase "foreign limited liability company,"
means an entity formed under this chapter or which becomes subject to this chapter
under

Part 10, Merger, Interest Exchange, Conversion, and Domestication
,
:
(a)
Chapter 1a, Part 7, Merger;
(b)
Chapter 1a, Part 8, Interest Exchange;
(c)
Chapter 1a, Part 9, Conversion;
(d)
Chapter 1a, Part 10, Domestication;
or
(e)

Section
48-3a-1405
16-20-1205
.
(11)
"Low-profit limited liability company" means a limited liability company meeting the
requirements of
Part 13, Low-Profit Limited Liability Companies
Part 11, Low-Profit
Limited Liability Companies
.
(12)
"Manager" means a person that under the operating agreement of a manager-managed
limited liability company is responsible, alone or in concert with others, for performing
the management functions stated in Subsection
48-3a-407(3)
16-20-407(3)
.
(13)
"Manager-managed limited liability company" means a limited liability company that
qualifies under Subsection
48-3a-407(1)
16-20-407(1)
.
(14)
"Member" means a person that:
(a)
has become a member of a limited liability company under Section
48-3a-401
16-20-401
or was a member in a company when the company became subject to this
chapter under Section
48-3a-1405
16-20-1205
; and
(b)
has not dissociated under Section
48-3a-602
16-20-602
.
(15)
"Member-managed limited liability company" means a limited liability company that
is not a manager-managed limited liability company.
(16)
(a)
"Operating agreement" means the agreement, whether or not referred to as an
operating agreement and whether oral, implied, in a record, or in any combination
thereof, of all the members of a limited liability company, including a sole member,
concerning the matters described in Subsection
48-3a-112(1)
16-20-107(1)
.
(b)
The term
"Operating agreement"
includes the agreement as amended or restated.
(17)
"Organizer" means a person that acts under Section
48-3a-201
16-20-201
to form a
limited liability company.
(18)
"Person" means an individual, business corporation, nonprofit corporation, partnership,
limited partnership, limited liability company, limited cooperative association,
unincorporated nonprofit association, statutory trust, business trust, common-law
business trust, estate, trust, association, joint venture, public corporation, government or
governmental subdivision, agency, or instrumentality, or any other legal or commercial
entity.
(19)
"Principal office" means the principal executive office of a limited liability company
or foreign limited liability company, whether or not the office is located in this state.
(20)
"Professional services company" means a limited liability company organized in
accordance with
Part 11, Professional Services Companies
Part 9, Professional Services
Companies
.
(21)
"Property" means all property, whether real, personal, or mixed or tangible or
intangible, or any right or interest therein.
(22)
"Record," used as a noun, means information that is inscribed on a tangible medium or
that is stored in an electronic or other medium and is retrievable in perceivable form.
(23)
"Registered agent" means an agent of a limited liability company or foreign limited
liability company which is authorized to receive service of any process, notice, or
demand required or permitted by law to be served on the company.
(24)
"Registered foreign limited liability company" means a foreign limited liability
company that is registered to do business in this state
pursuant to
in accordance with
a
statement of registration filed by the division.
(25)
"Series" means a series created in accordance with
Part 12, Series Limited Liability
Companies
Part 10, Series Limited Liability Companies
.
(26)
"Sign" means, with present intent to authenticate or adopt a record:
(a)
to execute or adopt a tangible symbol; or
(b)
to attach to or logically associate with the record an electronic symbol, sound, or
process.
(27)
"State" means a state of the United States, the District of Columbia, Puerto Rico, the
United States Virgin Islands, or any territory or insular possession subject to the
jurisdiction of the United States.
(28)
"Transfer" includes:
(a)
an assignment;
(b)
a conveyance;
(c)
a sale;
(d)
a lease;
(e)
an encumbrance, including a mortgage or security interest;
(f)
a gift; and
(g)
a transfer by operation of law.
(29)
(a)
"Transferable interest" means the right, as initially owned by a person in the
person's capacity as a member, to receive distributions from a limited liability
company in accordance with the operating agreement, whether or not the person
remains a member or continues to own any part of the right.
(b)
The term
"Transferable interest"
applies to any fraction of the interest by
whomever owned.
(30)
(a)
"Transferee" means a person to which all or part of a transferable interest has
been transferred, whether or not the transferor is a member.
(b)
The term
"Transferee"
includes a person that owns a transferable interest under
Subsection
48-3a-603(1)(c)
16-20-603(1)(c)
.
(31)
"Tribal limited liability company" means a limited liability company that is:
(a)
formed under the law of a tribe; and
(b)
at least 51% owned or controlled by the tribe under whose law the limited liability
company is formed.
(32)
"Tribe" means a tribe, band, nation, pueblo, or other organized group or community of
Indians, including an Alaska Native village that is legally recognized as eligible for and
is consistent with a special program, service, or entitlement provided by the United
States to Indians because of their status as Indians.
Section 237. Section
16-20-102
, which is renumbered from Section 48-3a-103 is renumbered
and amended to read:
48-3a-103
16-20-102
. Knowledge -- Notice.
(1)
A person knows a fact if the person:
(a)
has actual knowledge of
it
the fact
; or
(b)
is deemed to know
it
the fact
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)
Sections
16-1a-207
and
16-1a-211
, 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)
16-20-302(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)
16-20-703(2)(b)(i)
becomes effective;
(ii)
termination 90 days after a statement of termination under Subsection
48-3a-703(2)(b)(vi)
16-20-703(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
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8, Interest Exchange, Chapter 1a, Part
9, Conversion, or Chapter 1a, Part 10, 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
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8, Interest Exchange,
Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10, Domestication
, becomes
effective.
Section 238. Section
16-20-103
, which is renumbered from Section 48-3a-104 is renumbered
and amended to read:
48-3a-104
16-20-103
. Nature, purpose, and duration of limited liability
company.
(1)
A limited liability company is an entity distinct from
its
the limited liability company's

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.
Section 239. Section
16-20-104
, which is renumbered from Section 48-3a-105 is renumbered
and amended to read:
48-3a-105
16-20-104
. Powers.
A limited liability company has the capacity to sue and be sued in
its
the limited
liability company's
own name and the power to do all things necessary or convenient to carry
on
its
the limited liability company's
activities and affairs.
Section 240. Section
16-20-105
, which is renumbered from Section 48-3a-106 is renumbered
and amended to read:
48-3a-106
16-20-105
. 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.
Section 241. Section
16-20-106
, which is renumbered from Section 48-3a-107 is renumbered
and amended to read:
48-3a-107
16-20-106
. Supplemental principles of law.
Unless displaced by particular provisions of this chapter, the principles of law and equity
supplement this chapter.
Section 242. Section
16-20-107
, which is renumbered from Section 48-3a-112 is renumbered
and amended to read:
48-3a-112
16-20-107
. Operating agreement -- Scope, functions, and limitations.
(1)
Except as otherwise provided in Subsections
(3)
and
(4)
, the operating agreement
governs:
(a)
relations among the members as members and between the members and the limited
liability company;
(b)
the rights and duties under this chapter of a person in the capacity of manager;
(c)
the activities and affairs of the limited liability company and the conduct of those
activities and affairs; and
(d)
the means and conditions for amending the operating agreement.
(2)
To the extent the operating agreement does not provide for a matter described in
Subsection
(1)
, this chapter governs the matter.
(3)
An operating agreement may not:
(a)
vary a limited liability company's capacity under Section
48-3a-105
16-20-104
to
sue and be sued in
its
the limited liability company's
own name;
(b)
vary the law applicable under Section
48-3a-106
16-20-105
;
(c)
vary any requirement, procedure, or other provision of this chapter pertaining to:
(i)
registered agents; or
(ii)
the division, including provisions pertaining to records authorized or required to
be delivered to the division for filing under this chapter;
(d)
vary the provisions of Section
48-3a-204
16-1a-209
;
(e)
eliminate the duty of loyalty or the duty of care, except as otherwise provided in
Subsection
(4)
;
(f)
eliminate the contractual obligation of good faith and fair dealing under Subsection
48-3a-409(4)
16-20-409(4)
, but the operating agreement may prescribe the standards,
if not unconscionable or against public policy, by which the performance of the
obligation is to be measured;
(g)
relieve or exonerate a person from liability for conduct involving bad faith, willful
misconduct, or recklessness;
(h)
unreasonably restrict the duties and rights under Section
48-3a-410
16-20-410
, but
the operating agreement may impose reasonable restrictions on the availability and
use of information obtained under that section and may define appropriate remedies,
including liquidated damages, for a breach of any reasonable restriction on use;
(i)
vary the causes of dissolution specified in Subsections
48-3a-701(4)(a)
16-20-701(4)(a)
and
(5)
;
(j)
vary the requirement to wind up the limited liability company's activities and affairs
as specified in Subsections
48-3a-703(1)
16-20-703(1)
,
(2)(a)
, and
(5)
;
(k)
unreasonably restrict the right of a member to maintain an action under
Part 8,
Action by Members
;
(l)
vary the provisions of Section
48-3a-805
16-20-805
, but the operating agreement
may provide that the limited liability company may not have a special litigation
committee;
(m)
vary the right of a member to approve a merger, interest exchange, conversion, or
domestication under
Subsections
48-3a-1023(1)(b)
Section
16-1a-704
,
48-3a-1033(1)(b)
16-1a-804
,
48-3a-1043(1)(b)
16-1a-904
, or
48-3a-1053(1)(b)
16-1a-1004
; or
(n)
except as otherwise provided in Section
48-3a-113
16-20-108
and Subsection
48-3a-114(2)
16-20-109(2)
, restrict the rights under this chapter of a person other
than a member or manager.
(4)
Subject to Subsection
(3)(g)
, without limiting other terms that may be included in an
operating agreement, the following rules apply:
(a)
The operating agreement may specify the method by which a specific act or
transaction that would otherwise violate the duty of loyalty may be authorized or
ratified by one or more disinterested and independent persons after full disclosure of
all material facts.
(b)
To the extent the operating agreement of a member-managed limited liability
company expressly relieves a member of a responsibility that the member would
otherwise have under this chapter and imposes the responsibility on one or more
other members, the operating agreement may, to the benefit of the member that the
operating agreement relieves of the responsibility, also eliminate or limit any
fiduciary duty that would have pertained to the responsibility.
(c)
If not unconscionable or against public policy, the operating agreement may:
(i)
alter or eliminate the aspects of the duty of loyalty stated in Subsections
48-3a-409(2)
16-20-409(2)
and
(9)
;
(ii)
identify specific types or categories of activities that do not violate the duty of
loyalty;
(iii)
alter the duty of care, but may not authorize intentional misconduct or knowing
violation of law; and
(iv)
alter or eliminate any other fiduciary duty.
(5)
(a)
The court shall decide as a matter of law whether a term of an operating
agreement is unconscionable or against public policy under Subsection
(3)(f)
or
(4)(c)
.
(b)

The court:
(a)
(i)
shall make
its
the court's
determination as of the time the challenged term
became part of the operating agreement and by considering only circumstances
existing at that time; and
(b)
(ii)
may invalidate the term only if, in light of the purposes, activities, and affairs
of the limited liability company, it is readily apparent that:
(i)
(A)
the objective of the term is unconscionable or against public policy; or
(ii)
(B)
the means to achieve the term's objective is unconscionable or against
public policy.
Section 243. Section
16-20-108
, which is renumbered from Section 48-3a-113 is renumbered
and amended to read:
48-3a-113
16-20-108
. Operating agreement -- Effect on limited liability
company and person becoming member -- Preformation agreement.
(1)
A limited liability company is bound by and may enforce the operating agreement,
whether or not the limited liability company has itself manifested assent to the operating
agreement.
(2)
A person that becomes a member of a limited liability company is deemed to assent to
the operating agreement.
(3)
(a)
Two or more persons intending to become the initial members of a limited
liability company may make an agreement providing that upon the formation of the
limited liability company the agreement will become the operating agreement.
(b)

One person intending to become the initial member of a limited liability company
may assent to terms providing that upon the formation of the limited liability
company the terms will become the operating agreement.
Section 244. Section
16-20-109
, which is renumbered from Section 48-3a-114 is renumbered
and amended to read:
48-3a-114
16-20-109
. Operating agreement -- Effect on third parties and
relationship to records effective on behalf of limited liability company.
(1)
(a)
An operating agreement may specify that
its
the operating agreement's

amendment requires the approval of a person that is not a party to the operating
agreement or the satisfaction of a condition.
(b)

An amendment is ineffective if
its
the amendment's
adoption does not include the
required approval or satisfy the specified condition.
(2)
(a)
The obligations of a limited liability company and
its
the limited liability
company's
members to a person in the person's capacity as a transferee or a person
dissociated as a member are governed by the operating agreement.
(b)

Subject only to a court order issued under Subsection
48-3a-503(2)(b)
16-20-503(2)(b)
to effectuate a charging order, an amendment to the operating
agreement made after a person becomes a transferee or is dissociated as a member:
(a)
(i)
is effective with regard to any debt, obligation, or other liability of the limited
liability company or its members to the person in the person's capacity as a
transferee or person dissociated as a member; and
(b)
(ii)
is not effective to the extent the amendment imposes a new debt, obligation,
or other liability on the transferee or person dissociated as a member.
(3)
If a record delivered by a limited liability company to the division for filing becomes
effective and contains a provision that would be ineffective under
Subsection
48-3a-112(3)
or
(4)(c)

Section
16-20-107

if contained in the operating agreement, the
provision is ineffective in the record.
(4)
Subject to Subsection
(3)
, if a record delivered by a limited liability company to the
division for filing becomes effective and conflicts with a provision of the operating
agreement:
(a)
the operating agreement prevails as to members, persons dissociated as members,
transferees, and managers; and
(b)
the record prevails as to other persons to the extent
they
the persons
reasonably rely
on the record.
Section 245. Section
16-20-110
, which is renumbered from Section 48-3a-116 is renumbered
and amended to read:
48-3a-116
16-20-110
. Reservation of power to amend or repeal.
The Legislature of this state has power to amend or repeal all or part of this chapter at
any time, and all domestic and foreign limited liability companies subject to this chapter are
governed by the amendment or repeal.
Section 246. Section
16-20-111
is enacted to read:
16-20-111
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 247. Section
16-20-201
, which is renumbered from Section 48-3a-201 is renumbered
and amended to read:
2. Formation -- Certificate of Organization and Other Filings
48-3a-201
16-20-201
. Formation of limited liability company -- Certificate of
organization.
(1)
One or more persons may act as organizers to form a limited liability company by
delivering to the division for filing a certificate of organization.
(2)
A certificate of organization must state:
(a)
the name of the limited liability company, which must comply with Section
48-3a-108
16-1a-302
;
(b)
the street and mailing address of the limited liability company's principal office;
(c)
the information required by
Subsection
16-17-203(1)
Section
16-1a-404
;
(d)
if the limited liability company is a low-profit limited liability company, a statement
that the limited liability company is a low-profit limited liability company;
(e)
if the limited liability company is a professional services company, the information
required by Section
48-3a-1103
16-20-903
; and
(f)
if the limited liability company is to have one or more series in which the liabilities
of the series are to be limited as contemplated by
Subsection
48-3a-1201(2)
Subsection
16-20-1001(2)
, notice of the limitation on liability in accordance with
Section
48-3a-1202
16-20-1002
.
(3)
(a)
A certificate of organization may contain statements as to matters other than those
required by Subsection
(2)
, but may not vary or otherwise affect the provisions
specified in Subsection
48-3a-112(3)
16-20-107(3)
in a manner inconsistent with
that section.
(b)

However, a statement in a certificate of organization is not effective as a statement
of authority.
(4)
A limited liability company is formed when the limited liability company's certificate of
organization becomes effective and at least one person becomes a member.
Section 248. Section
16-20-202
, which is renumbered from Section 48-3a-202 is renumbered
and amended to read:
48-3a-202
16-20-202
. Amendment or restatement of certificate of organization.
(1)
A certificate of organization may be amended or restated at any time, except that in
accordance with Section
48-3a-1303
16-20-1103
, a low-profit limited liability company
shall amend
its
the low-profit limited liability company's
certificate of organization if
the limited liability company ceases to be a low-profit limited liability company.
(2)
To amend
its
a limited liability company's
certificate of organization, a limited liability
company must deliver to the division for filing an amendment stating:
(a)
the name of the limited liability company;
(b)
the date of filing of
its
the limited liability company's
initial certificate of
organization; and
(c)
the changes the amendment makes to the certificate as most recently amended or
restated.
(3)
To restate
its
a limited liability company's
certificate of organization, a limited liability
company must deliver to the division for filing a restatement designated as such in
its
the restatement's
heading.
(4)
If a member of a member-managed limited liability company, or a manager of a
manager-managed limited liability company, knows that any information in a filed
certificate of organization was inaccurate when the certificate was filed or has become
inaccurate due to changed circumstances, the member or manager shall promptly:
(a)
cause the certificate to be amended; or
(b)
if appropriate, deliver to the division for filing a statement of change under Section
16-17-206
16-1a-407
or a statement of correction under Section
48-3a-208
16-1a-206
.
Section 249. Section
16-20-301
, which is renumbered from Section 48-3a-301 is renumbered
and amended to read:
3. Relations of Members and Managers to Persons Dealing with a Limited
Liability Company
48-3a-301
16-20-301
. No agency powers of member as member.
(1)
A member is not an agent of a limited liability company solely by reason of being a
member.
(2)
A person's status as a member does not prevent or restrict law other than this chapter
from imposing liability on a limited liability company because of the person's conduct.
Section 250. Section
16-20-302
, which is renumbered from Section 48-3a-302 is renumbered
and amended to read:
48-3a-302
16-20-302
. Statement of authority.
(1)
(a)
A limited liability company may deliver to the division for filing a statement of
authority.
(b)

The statement:
(a)
(i)
must include the name of the limited liability company and the street and
mailing addresses of
its
the limited liability company's
registered agent;
(b)
(ii)
with respect to any position that exists in or with respect to the limited
liability company, may state the authority, or limitations on the authority, of all
persons holding the position to:
(i)
(A)
execute an instrument transferring real property held in the name of the
limited liability company; or
(ii)
(B)
enter into other transactions on behalf of, or otherwise act for or bind, the
limited liability company; and
(c)
(iii)
may state the authority, or limitations on the authority, of a specific person
to:
(i)
(A)
execute an instrument transferring real property held in the name of the
limited liability company; or
(ii)
(B)
enter into other transactions on behalf of, or otherwise act for or bind, the
limited liability company.
(2)
To amend or cancel a statement of authority filed by the division, a limited liability
company must deliver to the division for filing an amendment or cancellation stating:
(a)
the name of the limited liability company;
(b)
the street and mailing addresses of the limited liability company's registered agent;
(c)
the date the statement being affected became effective; and
(d)
the contents of the amendment or a declaration that the statement is canceled.
(3)
A statement of authority affects only the power of a person to bind a limited liability
company to persons that are not members.
(4)
Subject to Subsection
(3)
and
Subsection
48-3a-103(4)
Subsection
16-20-102(4)
, and
except as otherwise provided in Subsections
(6)
,
(7)
, and
(8)
, a limitation on the
authority of a person or a position contained in an effective statement of authority is not
by itself evidence of knowledge or notice of the limitation by any person.
(5)
Subject to Subsection
(3)
, a grant of authority not pertaining to transfers of real property
and contained in an effective statement of authority is conclusive in favor of a person
that gives value in reliance on the grant, except to the extent that when the person gives
value:
(a)
the person has knowledge to the contrary;
(b)
the statement of authority has been canceled or restrictively amended under
Subsection
(2)
; or
(c)
a limitation on the grant is contained in another statement of authority that became
effective after the statement of authority containing the grant became effective.
(6)
Subject to Subsection
(3)
, an effective statement of authority that grants authority to
transfer real property held in the name of the limited liability company and a certified
copy of which is recorded in the office for recording transfers of the real property is
conclusive in favor of a person that gives value in reliance on the grant without
knowledge to the contrary, except to the extent that when the person gives value:
(a)
the statement of authority has been canceled or restrictively amended under
Subsection
(2)
, and a certified copy of the cancellation or restrictive amendment has
been recorded in the office for recording transfers of the real property; or
(b)
a limitation on the grant is contained in another statement of authority that became
effective after the statement of authority containing the grant became effective, and a
certified copy of the later-effective statement of authority is recorded in the office for
recording transfers of the real property.
(7)
Subject to Subsection
(3)
, if a certified copy of an effective statement of authority
containing a limitation on the authority to transfer real property held in the name of a
limited liability company is recorded in the office for recording transfers of that real
property, all persons are deemed to know of the limitation.
(8)
Subject to Subsection
(9)
, an effective statement of dissolution or termination is a
cancellation of any filed statement of authority for the purposes of Subsection
(6)
and is
a limitation on authority for the purposes of Subsection
(7)
.
(9)
(a)
After a statement of dissolution becomes effective, a limited liability company
may deliver to the division for filing and, if appropriate, may record a statement of
authority that is designated as a postdissolution statement of authority.
(b)

The postdissolution statement of authority operates as provided in Subsections
(6)

and
(7)
.
(10)
(a)
Unless earlier canceled, an effective statement of authority is canceled by
operation of law five years after the date on which the statement of authority, or
its
the
most recent amendment
to the statement of authority
, becomes effective.
(b)

This cancellation operates without need for any recording under Subsection
(6)
or
(7)
.
(11)
An effective statement of denial operates as a restrictive amendment under this section
and may be recorded by certified copy for purposes of Subsection
(6)(a)
.
Section 251. Section
16-20-303
, which is renumbered from Section 48-3a-303 is renumbered
and amended to read:
48-3a-303
16-20-303
. Statement of denial.
A person named in a filed statement of authority granting that person authority may
deliver to the division for filing a statement of denial that:
(1)
provides the name of the limited liability company and the caption of the statement of
authority to which the statement of denial pertains; and
(2)
denies the grant of authority.
Section 252. Section
16-20-304
, which is renumbered from Section 48-3a-304 is renumbered
and amended to read:
48-3a-304
16-20-304
. Liability of members and managers.
(1)
(a)
A debt, obligation, or other liability of a limited liability company is solely the
debt, obligation, or other liability of the limited liability company.
(b)

A member or manager is not personally liable, directly or indirectly, by way of
contribution or otherwise, for a debt, obligation, or other liability of the limited
liability company solely by reason of being or acting as a member or manager.
(c)

This Subsection
(1)
applies regardless of the dissolution of the limited liability
company.
(2)
The failure of a limited liability company to observe formalities relating to the exercise
of
its
the limited liability company's
powers or management of
its
the limited liability
company's
activities and affairs is not a ground for imposing liability on a member or
manager of the limited liability company for a debt, obligation, or other liability of the
limited liability company.
Section 253. Section
16-20-401
, which is renumbered from Section 48-3a-401 is renumbered
and amended to read:
4. Relations of Members to Each Other and to a Limited Liability Company
48-3a-401
16-20-401
. Becoming a member.
(1)
(a)
If a limited liability company is to have only one member upon formation, the
person becomes a member as agreed by that person and the organizer of the limited
liability company.
(b)

That person and the organizer may be, but need not be, different persons.
(c)

If different, the organizer acts on behalf of the initial member.
(2)
(a)
If a limited liability company is to have more than one member upon formation,
those persons become members as agreed by the persons before the formation of the
limited liability company.
(b)

The organizer acts on behalf of the persons in forming the limited liability
company and may be, but need not be, one of the persons.
(3)
After formation of a limited liability company, a person becomes a member:
(a)
as provided in the operating agreement;
(b)
as the result of a transaction effective under

Part 10, Merger, Interest Exchange,
Conversion, and Domestication
:
(i)
Chapter 1a, Part 7, Merger;
(ii)
Chapter 1a, Part 8, Interest Exchange;
(iii)
Chapter 1a, Part 9, Conversion; or
(iv)
Chapter 1a, Part 10, Domestication
;
(c)
with the consent of all the members; or
(d)
as provided in Subsection
48-3a-701(3)
16-20-701(3)
.
(4)
A person may become a member without:
(a)
acquiring a transferable interest; or
(b)
making or being obligated to make a contribution to the limited liability company.
Section 254. Section
16-20-402
, which is renumbered from Section 48-3a-402 is renumbered
and amended to read:
48-3a-402
16-20-402
. Form of contribution.
A contribution may consist of property transferred to, services performed for, or another
benefit provided to the limited liability company or an agreement to transfer property to,
perform services for, or provide another benefit to the company.
Section 255. Section
16-20-403
, which is renumbered from Section 48-3a-403 is renumbered
and amended to read:
48-3a-403
16-20-403
. Liability for contributions.
(1)
A person's obligation to make a contribution to a limited liability company is not
excused by the person's death, disability, or other inability to perform personally.
(2)
If a person does not fulfill an obligation to make a contribution other than money, the
person is obligated at the option of the limited liability company to contribute money
equal to the value of the part of the contribution which has not been made.
(3)
(a)
The obligation of a person to make a contribution may be compromised only by
consent of all members.
(b)

If a creditor of a limited liability company extends credit or otherwise acts in
reliance on an obligation described in Subsection
(1)
without notice of a compromise
under this Subsection
(3)
, the creditor may enforce the obligation.
Section 256. Section
16-20-404
, which is renumbered from Section 48-3a-404 is renumbered
and amended to read:
48-3a-404
16-20-404
. Sharing of and right to distributions before dissolution.
(1)
Any distributions made by a limited liability company before
its
the limited liability
company's
dissolution and winding up must be in equal shares among members and
persons dissociated as members, except to the extent necessary to comply with a transfer
effective under Section
48-3a-502
16-20-502
or charging order in effect under Section
48-3a-503
16-20-503
.
(2)
(a)
A person has a right to a distribution before the dissolution and winding up of a
limited liability company only if the limited liability company decides to make an
interim distribution.
(b)

A person's dissociation does not entitle the person to a distribution.
(3)
(a)
A person does not have a right to demand or receive a distribution from a limited
liability company in any form other than money.
(b)

Except as otherwise provided in Subsection
48-3a-711(4)
16-20-708(4)
, a limited
liability company may distribute an asset in kind only if each part of the asset is
fungible with each other part and each person receives a percentage of the asset equal
in value to the person's share of distributions.
(4)
(a)
If a member or transferee becomes entitled to receive a distribution, the member
or transferee has the status of, and is entitled to all remedies available to, a creditor of
the limited liability company with respect to the distribution.
(b)

However, the limited liability company's obligation to make a distribution is
subject to offset for any amount owed to the limited liability company by the member
or a person dissociated as a member on whose account the distribution is made.
Section 257. Section
16-20-405
, which is renumbered from Section 48-3a-405 is renumbered
and amended to read:
48-3a-405
16-20-405
. Limitation on distributions.
(1)
A limited liability company may not make a distribution, including a distribution under
Section
48-3a-711
16-20-708
, if after the distribution:
(a)
the limited liability company would not be able to pay
its
the limited liability
company's
debts as
they
the debts
become due in the ordinary course of the limited
liability company's activities and affairs; or
(b)
the limited liability company's total assets would be less than the sum of
its
the
limited liability company's
total liabilities plus, unless the operating agreement
permits otherwise, the amount that would be needed, if the limited liability company
were to be dissolved and wound up at the time of the distribution, to satisfy the
preferential rights upon dissolution and winding up of members and transferees
whose preferential rights are superior to those of persons receiving the distribution.
(2)
A limited liability company may base a determination that a distribution is not
prohibited under Subsection
(1)
on:
(a)
financial statements prepared on the basis of accounting practices and principles that
are reasonable in the circumstances; or
(b)
a fair valuation or other method that is reasonable under the circumstances.
(3)
Except as otherwise provided in Subsection
(5)
, the effect of a distribution under
Subsection
(1)
is measured:
(a)
in the case of a distribution as defined in Subsection
48-3a-102(4)(a)
16-20-101(4)(a)
, as of the earlier of:
(i)
the date money or other property is transferred or debt is incurred by the limited
liability company; or
(ii)
the date the person entitled to the distribution ceases to own the interest or right
being acquired by the limited liability company in return for the distribution;
(b)
in the case of any other distribution of indebtedness, as of the date the indebtedness
is distributed; and
(c)
in all other cases, as of the date:
(i)
the distribution is authorized, if the payment occurs not later than 120 days after
that date; or
(ii)
the payment is made, if the payment occurs more than 120 days after the
distribution is authorized.
(4)
A limited liability company's indebtedness to a member or transferee incurred by reason
of a distribution made in accordance with this section is at parity with the limited
liability company's indebtedness to its general, unsecured creditors, except to the extent
subordinated by agreement.
(5)
(a)
A limited liability company's indebtedness, including indebtedness issued as a
distribution, is not a liability for purposes of Subsection
(1)
if the terms of the
indebtedness provide that payment of principal and interest is made only if and to the
extent that payment of a distribution could then be made under this section.
(b)

If the indebtedness is issued as a distribution, each payment of principal or
interest is treated as a distribution, the effect of which is measured on the date the
payment is made.
(6)
In measuring the effect of a distribution under Section
48-3a-711
16-20-708
, the
liabilities of a dissolved limited liability company do not include any claim that has been
disposed of under Section
48-3a-705
16-20-705
,
48-3a-706
16-20-706
, or
48-3a-707
16-20-707
.
Section 258. Section
16-20-406
, which is renumbered from Section 48-3a-406 is renumbered
and amended to read:
48-3a-406
16-20-406
. Liability for improper distributions.
(1)
Except as otherwise provided in Subsection
(2)
, if a member of a member-managed
limited liability company or manager of a manager-managed limited liability company
consents to a distribution made in violation of Section
48-3a-405
16-20-405
and in
consenting to the distribution fails to comply with Section
48-3a-409
16-20-409
, the
member or manager is personally liable to the limited liability company for the amount
of the distribution which exceeds the amount that could have been distributed without
the violation of Section
48-3a-405
16-20-405
.
(2)
To the extent the operating agreement of a member-managed limited liability company
expressly relieves a member of the authority and responsibility to consent to
distributions and imposes that authority and responsibility on one or more other
members, the liability stated in Subsection
(1)
applies to the other members and not the
member that the operating agreement relieves of authority and responsibility.
(3)
A person that receives a distribution knowing that the distribution violated Section
48-3a-405
16-20-405
is personally liable to the limited liability company but only to the
extent that the distribution received by the person exceeded the amount that could have
been properly paid under Section
48-3a-405
16-20-405
.
(4)
A person against which an action is commenced because the person is liable under
Subsection
(1)
may:
(a)
implead any other person that is liable under Subsection
(1)
and seek to enforce a
right of contribution from the person; and
(b)
implead any person that received a distribution in violation of Subsection
(3)
and
seek to enforce a right of contribution from the person in the amount the person
received in violation of Subsection
(3)
.
(5)
An action under this section is barred unless commenced not later than two years after
the distribution.
Section 259. Section
16-20-407
, which is renumbered from Section 48-3a-407 is renumbered
and amended to read:
48-3a-407
16-20-407
. Management of limited liability company.
(1)
A limited liability company is a member-managed limited liability company unless the
operating agreement:
(a)
expressly provides that:
(i)
the limited liability company is or will be "manager-managed";
(ii)
the limited liability company is or will be "managed by managers"; or
(iii)
management of the limited liability company is or will be "vested in managers";
or
(b)
includes words of similar import.
(2)
In a member-managed limited liability company, the following rules apply:
(a)
Except as otherwise provided in this chapter, the management and conduct of the
limited liability company are vested in the members.
(b)
Each member has equal rights in the management and conduct of the limited liability
company's activities and affairs.
(c)
A difference arising among members as to a matter in the ordinary course of the
activities of the limited liability company shall be decided by a majority of the
members.
(d)
An act outside the ordinary course of the activities and affairs of the limited liability
company may be undertaken only with the affirmative vote or consent of all members.
(e)
The affirmative vote or consent of all members is required to approve a transaction
under

Part 10, Merger, Interest Exchange, Conversion, and Domestication
:
(i)
Chapter 1a, Part 7, Merger;
(ii)
Chapter 1a, Part 8, Interest Exchange;
(iii)
Chapter 1a, Part 9, Conversion; or
(iv)
Chapter 1a, Part 10, Domestication
.
(f)
The operating agreement may be amended only with the affirmative vote or consent
of all members.
(3)
In a manager-managed limited liability company, the following rules apply:
(a)
Except as expressly provided in this chapter, any matter relating to the activities and
affairs of the limited liability company is decided exclusively by the manager, or, if
there is more than one manager, by a majority of the managers.
(b)
Each manager has equal rights in the management and conduct of the limited liability
company's activities and affairs.
(c)
The affirmative vote or consent of all members is required to:
(i)
approve a transaction under

Part 10, Merger, Interest Exchange, Conversion, and
Domestication
:
(A)
Chapter 1a, Part 7, Merger;
(B)
Chapter 1a, Part 8, Interest Exchange;
(C)
Chapter 1a, Part 9, Conversion; or
(D)
Chapter 1a, Part 10, Domestication
;
(ii)
undertake any act outside the ordinary course of the limited liability company's
activities and affairs; or
(iii)
amend the operating agreement.
(d)
A manager may be chosen at any time by the consent of a majority of the members
and remains a manager until a successor has been chosen, unless the manager at an
earlier time resigns, is removed, or dies, or, in the case of a manager that is not an
individual, terminates. A manager may be removed at any time by the consent of a
majority of the members without notice or cause.
(e)
(i)
A person need not be a member to be a manager, but the dissociation of a
member that is also a manager removes the person as a manager.
(ii)

If a person that is both a manager and a member ceases to be a manager, that
cessation does not by itself dissociate the person as a member.
(f)
A person's ceasing to be a manager does not discharge any debt, obligation, or other
liability to the limited liability company or members which the person incurred while
a manager.
(4)
An action requiring the vote or consent of members under this chapter may be taken
without a meeting, and a member may appoint a proxy or other agent to vote, consent, or
otherwise act for the member by signing an appointing record, personally or by the
member's agent.
(5)
(a)
The dissolution of a limited liability company does not affect the applicability of
this section.
(b)

However, a person that wrongfully causes dissolution of the limited liability
company loses the right to participate in management as a member and a manager.
(6)
A limited liability company shall reimburse a member for an advance to the limited
liability company beyond the amount of capital the member agreed to contribute.
(7)
A payment or advance made by a member which gives rise to an obligation of the
limited liability company under Subsection
(6)
or Subsection
48-3a-408(1)
16-20-408(1)
constitutes a loan to the limited liability company which accrues interest
from the date of the payment or advance.
(8)
A member is not entitled to remuneration for services performed for a member-managed
limited liability company, except for reasonable compensation for services rendered in
winding up the activities of the limited liability company.
Section 260. Section
16-20-408
, which is renumbered from Section 48-3a-408 is renumbered
and amended to read:
48-3a-408
16-20-408
. Reimbursement, indemnification, advancement, and
insurance.
(1)
A limited liability company shall reimburse a member of a member-managed limited
liability company or the manager of a manager-managed limited liability company for
any payment made by the member or manager in the course of the member's or
manager's activities on behalf of the limited liability company, if the member or
manager complied with Sections
48-3a-407
16-20-407
and
48-3a-409
16-20-409
in
making the payment.
(2)
A limited liability company shall indemnify and hold harmless a person with respect to
any claim or demand against the person and any debt, obligation, or other liability
incurred by the person by reason of the person's former or present capacity as a member
or manager, if the claim, demand, debt, obligation, or other liability does not arise from
the person's breach of Section
48-3a-405
16-20-405
,
48-3a-407
16-20-407
, or
48-3a-409
16-20-409
.
(3)
In the ordinary course of its activities and affairs, a limited liability company may
advance reasonable expenses, including attorney's fees and costs, incurred by a person in
connection with a claim or demand against the person by reason of the person's former
or present capacity as a member or manager, if the person promises to repay the limited
liability company if the person ultimately is determined not to be entitled to be
indemnified under Subsection
(2)
.
(4)
A limited liability company may purchase and maintain insurance on behalf of a
member or manager of the limited liability company against liability asserted against or
incurred by the member or manager in that capacity or arising from that status even if,
under Subsection
48-3a-112(3)(g)
16-20-107(3)(g)
, the operating agreement could not
eliminate or limit the person's liability to the limited liability company for the conduct
giving rise to the liability.
Section 261. Section
16-20-409
, which is renumbered from Section 48-3a-409 is renumbered
and amended to read:
48-3a-409
16-20-409
. Standards of conduct for members and managers.
(1)
A member of a member-managed limited liability company owes to the limited liability
company and, subject to Subsection
48-3a-801(1)
16-20-801(1)
, the other members the
duties of loyalty and care stated in Subsections
(2)
and
(3)
.
(2)
The duty of loyalty of a member in a member-managed limited liability company
includes the duties:
(a)
to account to the limited liability company and to hold as trustee for it any property,
profit, or benefit derived by the member:
(i)
in the conduct or winding up of the limited liability company's activities and
affairs;
(ii)
from a use by the member of the limited liability company's property; or
(iii)
from the appropriation of a limited liability company opportunity;
(b)
to refrain from dealing with the limited liability company in the conduct or winding
up of the limited liability company's activities and affairs as or on behalf of a person
having an interest adverse to the limited liability company; and
(c)
to refrain from competing with the limited liability company in the conduct of the
company's activities and affairs before the dissolution of the limited liability
company.
(3)
The duty of care of a member of a member-managed limited liability company in the
conduct or winding up of the limited liability company's activities and affairs is to
refrain from engaging in grossly negligent or reckless conduct, intentional misconduct,
or a knowing violation of law.
(4)
A member shall discharge the duties and obligations under this chapter or under the
operating agreement and exercise any rights consistently with the contractual obligation
of good faith and fair dealing.
(5)
A member does not violate a duty or obligation under this chapter or under the
operating agreement solely because the member's conduct furthers the member's own
interest.
(6)
All the members of a member-managed limited liability company or a
manager-managed limited liability company may authorize or ratify, after full disclosure
of all material facts, a specific act or transaction that otherwise would violate the duty of
loyalty.
(7)
It is a defense to a claim under Subsection
(2)(b)
and any comparable claim in equity or
at common law that the transaction was fair to the limited liability company.
(8)
If, as permitted by Subsection
(6)
or
(9)(f)
or the operating agreement, a member enters
into a transaction with the limited liability company which otherwise would be
prohibited by Subsection
(2)(b)
, the member's rights and obligations arising from the
transaction are the same as those of a person that is not a member.
(9)
In a manager-managed limited liability company, the following rules apply:
(a)
Subsections
(1)
,
(2)
,
(3)
, and
(7)
apply to the manager or managers and not the
members.
(b)
The duty stated under Subsection
(2)(c)
continues until winding up is completed.
(c)
Subsection
(4)
applies to managers and members.
(d)
Subsection
(5)
applies only to members.
(e)
The power to ratify under Subsection
(6)
applies only to the members.
(f)
Subject to Subsection
(4)
, a member does not have any duty to the limited liability
company or to any other member solely by reason of being a member.
Section 262. Section
16-20-410
, which is renumbered from Section 48-3a-410 is renumbered
and amended to read:
48-3a-410
16-20-410
. Rights of member, manager, and person dissociated as
member to information.
(1)
In a member-managed limited liability company, the following rules apply:
(a)
On reasonable notice, a member may inspect and copy during regular business hours,
at a reasonable location specified by the limited liability company, any record
maintained by the limited liability company regarding the limited liability company's
activities, affairs, financial condition, and other circumstances, to the extent the
information is material to the member's rights and duties under the operating
agreement or this chapter.
(b)
The limited liability company shall furnish to each member:
(i)
without demand, any information concerning the limited liability company's
activities, affairs, financial condition, and other circumstances which the limited
liability company knows and is material to the proper exercise of the member's
rights and duties under the operating agreement or this chapter, except to the
extent the limited liability company can establish that it reasonably believes the
member already knows the information; and
(ii)
on demand, any other information concerning the limited liability company's
activities, affairs, financial condition, and other circumstances, except to the
extent the demand or information demanded is unreasonable or otherwise
improper under the circumstances.
(c)
The duty to furnish information under Subsection
(1)(b)
also applies to each member
to the extent the member knows any of the information described in Subsection
(1)(b)
.
(2)
In a manager-managed limited liability company, the following rules apply:
(a)
The informational rights stated in Subsection
(1)
and the duty stated in Subsection
(1)(c)
apply to the managers and not the members.
(b)
During regular business hours and at a reasonable location specified by the limited
liability company, a member may inspect and copy full information regarding the
activities, affairs, financial condition, and other circumstances of the limited liability
company as is just and reasonable if:
(i)
the member seeks the information for a purpose reasonably related to the
member's interest as a member;
(ii)
the member makes a demand in a record received by the limited liability
company, describing with reasonable particularity the information sought and the
purpose for seeking the information; and
(iii)
the information sought is directly connected to the member's purpose.
(c)
Not later than 10 days after receiving a demand
pursuant to
in accordance with

Subsection
(2)(b)(ii)
, the limited liability company shall in a record inform the
member that made the demand of:
(i)
the information that the limited liability company will provide in response to the
demand and when and where the limited liability company will provide the
information; and
(ii)
the limited liability company's reasons for declining, if the limited liability
company declines to provide any demanded information.
(d)
Whenever this chapter or an operating agreement provides for a member to give or
withhold consent to a matter, before the consent is given or withheld, the limited
liability company shall, without demand, provide the member with all information
that is known to the limited liability company and is material to the member's
decision.
(3)
Subject to Subsection
(9)
, on 10 days' demand made in a record received by a limited
liability company, a person dissociated as a member may have access to information to
which the person was entitled while a member if:
(a)
the information pertains to the period during which the person was a member;
(b)
the person seeks the information in good faith; and
(c)
the person satisfies the requirements imposed on a member by Subsection
(2)(b)
.
(4)
A limited liability company shall respond to a demand made
pursuant to
in accordance
with
Subsection
(3)
in the manner provided in Subsection
(2)(c)
.
(5)
A limited liability company may charge a person that makes a demand under this
section the reasonable costs of copying, limited to the costs of labor and material.
(6)
A member or person dissociated as a member may exercise rights under this section
through an agent or, in the case of an individual under legal disability, a legal
representative. Any restriction or condition imposed by the operating agreement or
under Subsection
(9)
applies both to the agent or legal representative and the member or
person dissociated as a member.
(7)
Subject to Subsection
(9)
, the rights under this section do not extend to a person as
transferee.
(8)
If a member dies, Section
48-3a-504
16-20-504
applies.
(9)
(a)
In addition to any restriction or condition stated in the operating agreement, a
limited liability company, as a matter within the ordinary course of its activities and
affairs, may impose reasonable restrictions and conditions on access to and use of
information to be furnished under this section, including designating information
confidential and imposing nondisclosure and safeguarding obligations on the
recipient.
(b)

In a dispute concerning the reasonableness of a restriction under this Subsection
(9)
, the limited liability company has the burden of proving reasonableness.
Section 263. Section
16-20-501
, which is renumbered from Section 48-3a-501 is renumbered
and amended to read:
5. Transferable Interests and Rights of Transferees and Creditors
48-3a-501
16-20-501
. Nature of transferable interest.
A transferable interest is personal property.
Section 264. Section
16-20-502
, which is renumbered from Section 48-3a-502 is renumbered
and amended to read:
48-3a-502
16-20-502
. Transfer of transferable interest.
(1)
Subject to Subsection
48-3a-503(6)
16-20-503(6)
, a transfer, in whole or in part, of a
transferable interest:
(a)
is permissible;
(b)
does not by itself cause a member's dissociation or a dissolution and winding up of
the limited liability company's activities and affairs; and
(c)
subject to Section
48-3a-504
16-20-504
, does not entitle the transferee to:
(i)
participate in the management or conduct of the limited liability company's
activities and affairs; or
(ii)
except as otherwise provided in Subsection
(3)
, have access to records or other
information concerning the limited liability company's activities and affairs.
(2)
A transferee has the right to receive, in accordance with the transfer, distributions to
which the transferor would otherwise be entitled.
(3)
In a dissolution and winding up of a limited liability company, a transferee is entitled to
an account of the limited liability company's transactions only from the date of
dissolution.
(4)
A transferable interest may be evidenced by a certificate of the interest issued by the
limited liability company in a record, and, subject to this section, the interest represented
by the certificate may be transferred by a transfer of the certificate.
(5)
A limited liability company need not give effect to a transferee's rights under this
section until the limited liability company knows or has notice of the transfer.
(6)
A transfer of a transferable interest in violation of a restriction on transfer contained in
the operating agreement is ineffective as to a person having knowledge or notice of the
restriction at the time of transfer.
(7)
Except as otherwise provided in Subsection
48-3a-602(5)(b)
16-20-602(5)(b)
, if a
member transfers a transferable interest, the transferor retains the rights of a member
other than the transferable interest transferred and retains all the duties and obligations
of a member.
(8)
If a member transfers a transferable interest to a person that becomes a member with
respect to the transferred interest, the transferee is liable for the member's obligations
under Section
48-3a-403
16-20-403
and Subsection
48-3a-406(3)
16-20-406(3)
known
to the transferee when the transferee becomes a member.
Section 265. Section
16-20-503
, which is renumbered from Section 48-3a-503 is renumbered
and amended to read:
48-3a-503
16-20-503
. Charging order.
(1)
(a)
On application by a judgment creditor of a member or transferee, a court may
enter a charging order against the transferable interest of the judgment debtor for the
unsatisfied amount of the judgment.
(b)

Except as otherwise provided in Subsection
(6)
, a charging order constitutes a lien
on a judgment debtor's transferable interest and, after the limited liability company
has been served with the charging order, requires the limited liability company to pay
over to the person to which the charging order was issued any distribution that
otherwise would be paid to the judgment debtor.
(2)
To the extent necessary to effectuate the collection of distributions
pursuant to
in
accordance with
a charging order in effect under Subsection
(1)
, the court may:
(a)
appoint a receiver of the distributions subject to the charging order, with the power to
make all inquiries the judgment debtor might have made; and
(b)
make all other orders necessary to give effect to the charging order.
(3)
(a)
Upon a showing that distributions under a charging order will not pay the
judgment debt within a reasonable time, the court may foreclose the lien and order
the sale of the transferable interest.
(b)

Except as otherwise provided in Subsection
(6)
, the purchaser at the foreclosure
sale only obtains the transferable interest, does not thereby become a member, and is
subject to Section
48-3a-502
16-20-502
.
(4)
At any time before foreclosure under Subsection
(3)
, the member or transferee whose
transferable interest is subject to a charging order under Subsection
(1)
may extinguish
the charging order by satisfying the judgment and filing a certified copy of the
satisfaction with the court that issued the charging order.
(5)
At any time before foreclosure under Subsection
(3)
, a limited liability company or one
or more members whose transferable interests are not subject to the charging order may
pay to the judgment creditor the full amount due under the judgment and thereby
succeed to the rights of the judgment creditor, including the charging order.
(6)
If a court orders foreclosure of a charging order lien against the sole member of a
limited liability company:
(a)
the court shall confirm the sale;
(b)
the purchaser at the sale obtains the member's entire interest, not only the member's
transferable interest;
(c)
the purchaser thereby becomes a member; and
(d)
the person whose interest was subject to the foreclosed charging order is dissociated
as a member.
(7)
This chapter does not deprive any member or transferee of the benefit of any exemption
laws applicable to the transferable interest of the member or transferee.
(8)
This section provides the exclusive remedy by which a person seeking to enforce a
judgment against a member or transferee may, in the capacity of judgment creditor,
satisfy the judgment from the judgment debtor's transferable interest.
Section 266. Section
16-20-504
, which is renumbered from Section 48-3a-504 is renumbered
and amended to read:
48-3a-504
16-20-504
. Power of legal representative of deceased member.
If a member dies, the deceased member's legal representative may exercise:
(1)
the rights of a transferee provided in Subsection
48-3a-502(3)
16-20-502(3)
; and
(2)
for the purposes of settling the estate, the rights the deceased member had under Section
48-3a-410
16-20-410
.
Section 267. Section
16-20-601
, which is renumbered from Section 48-3a-601 is renumbered
and amended to read:
6. Dissociation
48-3a-601
16-20-601
. Power to dissociate as member -- Wrongful dissociation.
(1)
A person has the power to dissociate as a member at any time, rightfully or wrongfully,
by withdrawing as a member by express will under Subsection
48-3a-602(1)
16-20-602(1)
.
(2)
A person's dissociation as a member is wrongful only if the dissociation:
(a)
is in breach of an express provision of the operating agreement; or
(b)
occurs before the completion of the winding up of the limited liability company and:
(i)
the person withdraws as a member by express will;
(ii)
the person is expelled as a member by judicial order under Subsection
48-3a-602(6)
16-20-602(6)
;
(iii)
the person is dissociated under Subsection
48-3a-602(8)
16-20-602(8)
; or
(iv)
in the case of a person that is not a trust other than a business trust, an estate, or
an individual, the person is expelled or otherwise dissociated as a member because
it willfully dissolved or terminated.
(3)
(a)
A person that wrongfully dissociates as a member is liable to the limited liability
company and, subject to Section
48-3a-801
16-20-801
, to the other members for
damages caused by the dissociation.
(b)

The liability is in addition to any debt, obligation, or other liability of the member
to the limited liability company or the other members.
Section 268. Section
16-20-602
, which is renumbered from Section 48-3a-602 is renumbered
and amended to read:
48-3a-602
16-20-602
. Events causing dissociation.
A person is dissociated as a member when:
(1)
the limited liability company has notice of the person's express will to withdraw as a
member, but, if the person specified a withdrawal date later than the date the limited
liability company had notice, on that later date;
(2)
an event stated in the operating agreement as causing the person's dissociation occurs;
(3)
the person's entire interest is transferred in a foreclosure sale under Subsection
48-3a-503(6)
16-20-503(6)
;
(4)
the person is expelled as a member
pursuant to
in accordance with
the operating
agreement;
(5)
the person is expelled as a member by the unanimous consent of the other members if:
(a)
it is unlawful to carry on the limited liability company's activities and affairs with the
person as a member;
(b)
there has been a transfer of all the person's transferable interest in the limited liability
company, other than:
(i)
a transfer for security purposes; or
(ii)
a charging order in effect under Section
48-3a-503
16-20-503
which has not
been foreclosed;
(c)
the person is a corporation, and:
(i)
the limited liability company notifies the person that
it
the person
will be
expelled as a member because the person has filed a statement of dissolution or
the equivalent,
its
the person's
charter has been revoked, or
its
the person's
right
to conduct business has been suspended by the jurisdiction of
its
the person's

incorporation; and
(ii)
not later than 90 days after the notification the statement of dissolution or the
equivalent has not been revoked or
its
the person's
charter or right to conduct
business has not been reinstated; or
(d)
the person is an unincorporated entity that has been dissolved and whose business is
being wound up;
(6)
on application by the limited liability company or a member in a direct action under
Section
48-3a-801
16-20-801
, the person is expelled as a member by judicial order
because the person:
(a)
has engaged or is engaging in wrongful conduct that has affected adversely and
materially, or will affect adversely and materially, the limited liability company's
activities and affairs;
(b)
has committed willfully or persistently, or is committing willfully or persistently, a
material breach of the operating agreement or a duty or obligation under Section
48-3a-409
16-20-409
; or
(c)
has engaged or is engaging in conduct relating to the limited liability company's
activities and affairs which makes it not reasonably practicable to carry on the
activities and affairs with the person as a member;
(7)
in the case of an individual:
(a)
the individual dies; or
(b)
in a member-managed limited liability company:
(i)
a guardian or general conservator for the individual is appointed; or
(ii)
a court orders that the individual has otherwise become incapable of performing
the individual's duties as a member under this chapter or the operating agreement;
(8)
in a member-managed limited liability company, the person:
(a)
becomes a debtor in bankruptcy;
(b)
executes an assignment for the benefit of creditors; or
(c)
seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
liquidator of the person or of all or substantially all the person's property;
(9)
in the case of a person that is a testamentary or inter vivos trust or is acting as a member
by virtue of being a trustee of such a trust, the trust's entire transferable interest in the
limited liability company is distributed;
(10)
in the case of a person that is an estate or is acting as a member by virtue of being a
personal representative of an estate, the estate's entire transferable interest in the limited
liability company is distributed, but not merely by reason of substitution of a successor
personal representative;
(11)
in the case of a person that is not an individual, corporation, unincorporated entity,
trust, or estate, the existence of the person terminates;
(12)
the limited liability company participates in a merger under
Part 10, Merger, Interest
Exchange, Conversion, and Domestication
Chapter 1a, Part 7, Merger
, and:
(a)
the limited liability company is not the surviving entity; or
(b)
otherwise as a result of the merger, the person ceases to be a member;
(13)
the limited liability company participates in an interest exchange under
Part 10,
Merger, Interest Exchange, Conversion, and Domestication
Chapter 1a, Part 8, Interest
Exchange
, and, as a result of the interest exchange, the person ceases to be a member;
(14)
the limited liability company participates in a conversion under
Part 10, Merger,
Interest Exchange, Conversion, and Domestication
Chapter 1a, Part 9, Conversion
;
(15)
the limited liability company participates in a domestication under
Part 10, Merger,
Interest Exchange, Conversion, and Domestication
Chapter 1a, Part 10, Domestication
,
and, as a result of the domestication, the person ceases to be a member; or
(16)
the limited liability company dissolves and completes winding up.
Section 269. Section
16-20-603
, which is renumbered from Section 48-3a-603 is renumbered
and amended to read:
48-3a-603
16-20-603
. Effect of dissociation.
(1)
If a person is dissociated as a member:
(a)
the person's right to participate as a member in the management and conduct of the
company's activities and affairs terminates;
(b)
if the limited liability company is member-managed, the person's duties and
obligations under Section
48-3a-409
16-20-409
as a member end with regard to
matters arising and events occurring after the person's dissociation; and
(c)
subject to Section
48-3a-504
16-20-504
and
Part 10, Merger, Interest Exchange,
Conversion, and Domestication
Chapter 1a, Part 7, Merger, Chapter 1a, Part 8,
Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10,
Domestication
, any transferable interest owned by the person in the person's capacity
as a member immediately before dissociation as a member is owned by the person
solely as a transferee.
(2)
A person's dissociation as a member does not of itself discharge the person from any
debt, obligation, or other liability to the limited liability company or the other members
which the person incurred while a member.
Section 270. Section
16-20-701
, which is renumbered from Section 48-3a-701 is renumbered
and amended to read:
7. Dissolution and Winding Up
48-3a-701
16-20-701
. Events causing dissolution.
A limited liability company is dissolved, and
its
the limited liability company's

activities and affairs must be wound up, upon the occurrence of any of the following:
(1)
an event, circumstance, or date that the certificate of organization or operating
agreement states causes dissolution;
(2)
the consent of all the members;
(3)
the passage of 90 consecutive days during which the limited liability company has no
members unless:
(a)
consent to admit at least one specified person as a member is given by transferees
owning the rights to receive a majority of distributions as transferees at the time the
consent is to be effective; and
(b)
at least one person becomes a member in accordance with the consent;
(4)
upon a petition brought by a member, the entry of a court order dissolving the limited
liability company on the grounds that:
(a)
the conduct of all or substantially all of the limited liability company's activities and
affairs is unlawful; or
(b)
it is not reasonably practicable to carry on the limited liability company's activities
and affairs in conformity with the certificate of organization and the operating
agreement;
(5)
upon a petition brought by a member, the entry of a court order dissolving the limited
liability company on the grounds that the managers or those members in control of the
limited liability company:
(a)
have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(b)
have acted, are acting, or will act in a manner that is oppressive and was, is, or will
be directly harmful to the applicant; or
(6)
the signing and filing of a statement of administrative dissolution by the division under
Subsection 48-3a-708(3)
Section
16-1a-603
.
Section 271. Section
16-20-702
, which is renumbered from Section 48-3a-702 is renumbered
and amended to read:
48-3a-702
16-20-702
. Election to purchase in lieu of dissolution.
(1)
(a)
In a proceeding under Subsection
48-3a-701(5)
16-20-701(5)
to dissolve a
limited liability company, the limited liability company may elect or, if the limited
liability company fails to elect, one or more members may elect to purchase the
interest in the limited liability company owned by the applicant member at the fair
market value of the interest, determined as provided in this section.
(b)
An election
pursuant to
in accordance with
this Subsection
(1)
is irrevocable unless
a court determines that it is equitable to set aside or modify the election.
(2)
(a)
An election to purchase
pursuant to
in accordance with
this section may be filed
with a court at any time within 90 days after the filing of the petition in a proceeding
under Subsection
48-3a-701(5)
16-20-701(5)
or at any later time as the court in the
court's discretion may allow.
(b)
If the limited liability company files an election with a court within the 90-day
period, or at any later time allowed by the court, to purchase the interest in the
limited liability company owned by the applicant member, the limited liability
company shall purchase the interest in the manner provided in this section.
(3)
(a)
If the limited liability company does not file an election with a court within the
time period, but an election to purchase the interest in the limited liability company
owned by the applicant member is filed by one or more members within the time
period, the limited liability company shall, within 10 days after the later of the end of
the time period allowed for the filing of elections to purchase under this section or
notification from the court of an election by members to purchase the interest in the
limited liability company owned by the applicant member as provided in this section,
give written notice of the election to purchase to all members of the limited liability
company, other than the applicant member.
(b)
The notice shall state the name and the percentage interest in the limited liability
company owned by the applicant member and the name and the percentage interest in
the limited liability company owned by each electing member.
(c)
The notice shall advise any recipients who have not participated in the election of
their right to join in the election to purchase the interest in the limited liability
company in accordance with this section and of the date by which any notice of intent
to participate must be filed with the court.
(4)
Members who wish to participate in the purchase of the interest in the limited liability
company of the applicant member must file notice of their intention to join in the
purchase by electing members no later than 30 days after the effective date of the limited
liability company's notice of their right to join in the election to purchase.
(5)
All members who have filed with the court an election or notice of their intention to
participate in the election to purchase the interest in the limited liability company of the
applicant member thereby become irrevocably obligated to participate in the purchase of
the interest from the applicant member upon the terms and conditions of this section,
unless the court otherwise directs.
(6)
After an election has been filed by the limited liability company or one or more
members, the proceedings under Subsection
48-3a-701(5)
16-20-701(5)
may not be
discontinued or settled, nor may the applicant member sell or otherwise dispose of the
applicant member's interest in the limited liability company, unless the court determines
that it would be equitable to the limited liability company and the members, other than
the applicant member, to permit any discontinuance, settlement, sale, or other
disposition.
(7)
If, within 60 days after the earlier of the limited liability company filing of an election
to purchase the interest in the limited liability company of the applicant member or the
limited liability company's mailing of a notice to
its
the limited liability company's

members of the filing of an election by the members to purchase the interest in the
limited liability company of the applicant member, the applicant member and electing
limited liability company or members reach agreement as to the fair market value and
terms of the purchase of the applicant member's interest, the court shall enter an order
directing the purchase of the applicant member's interest, upon the terms and conditions
agreed to by the parties.
(8)
If the parties are unable to reach an agreement as provided for in Subsection
(7)
, upon
application of any party, the court shall stay the proceedings under Subsection
48-3a-701(5)
16-20-701(5)
and determine the fair market value of the applicant
member's interest in the limited liability company as of the day before the date on which
the petition under Subsection
48-3a-701(5)
16-20-701(5)
was filed or as of any other
date the court determines to be appropriate under the circumstances and based on the
factors the court determines to be appropriate.
(9)
(a)
Upon determining the fair market value of the interest in the limited liability
company of the applicant member, the court shall enter an order directing the
purchase of the interest in the limited liability company upon terms and conditions
the court determines to be appropriate.
(b)
The terms and conditions may include payment of the purchase price in installments,
where necessary in the interest of equity, provision for security to assure payment of
the purchase price and any additional costs, fees, and expenses awarded by the court,
and an allocation of the interest in the limited liability company among members if
the interest in the limited liability company is to be purchased by members.
(10)
(a)
In allocating the applicant member's interest in the limited liability company
among holders of different classes of members, the court shall attempt to preserve the
existing distribution of voting rights among member classes to the extent practicable.
(b)
The court may direct that holders of a specific class or classes may not participate in
the purchase.
(c)
The court may not require any electing member to purchase more of the interest in
the limited liability company owned by the applicant member than the percentage
interest that the purchasing member may have set forth in the purchasing member's
election or notice of intent to participate filed with the court.
(11)
(a)
Interest may be allowed at the rate and from the date determined by the court to
be equitable.
(b)
However, if the court finds that the refusal of the applicant member to accept an offer
of payment was arbitrary or otherwise not in good faith, interest may not be allowed.
(12)
If the court finds that the applicant member had probable ground for relief under
Subsection
48-3a-701(5)
16-20-701(5)
, the court may award to the applicant member
reasonable fees and expenses of counsel and experts employed by the applicant member.
(13)
(a)
Upon entry of an order under Subsection
(7)
or
(9)
, the court shall dismiss the
petition to dissolve the limited liability company under Subsection
48-3a-701(5)
16-20-701(5)
and the applicant member shall no longer have any rights or status as a
member of the limited liability company, except the right to receive the amounts
awarded to the applicant member by the court.
(b)
The award is enforceable in the same manner as any other judgment.
(14)
(a)
The purchase ordered
pursuant to
in accordance with
Subsection
(9)
shall be
made within 10 days after the date the order becomes final, unless before that time
the limited liability company files with the court a notice of the limited liability
company's intention to file a statement of dissolution.
(b)
The statement of dissolution must then be adopted and filed within 60 days after
notice.
(15)
(a)
Upon filing of a statement of dissolution, the limited liability company is
dissolved and shall be wound up
pursuant to
in accordance with
Section
48-3a-703
48-20-703
, and the order entered
pursuant to
in accordance with
Subsection
(9)
is no
longer of any force or effect.
(b)
However, the court may award the applicant member reasonable fees and expenses
in accordance with Subsection
(12)
.
(c)
The applicant member may continue to pursue any claims previously asserted on
behalf of the limited liability company.
(16)
Any payment by the limited liability company
pursuant to
in accordance with
an
order under Subsection
(7)
or
(9)
, other than an award of fees and expenses
pursuant to
in accordance with
Subsection
(12)
, is subject to the provisions of Sections
48-3a-405
16-20-405
and
48-3a-406
16-20-406
.
Section 272. Section
16-20-703
, which is renumbered from Section 48-3a-703 is renumbered
and amended to read:
48-3a-703
16-20-703
. Winding up.
(1)
(a)
A dissolved limited liability company shall wind up the limited liability
company's activities and affairs.
(b)
Except as otherwise provided in Section
48-3a-704
16-20-704
, the limited liability
company only continues after dissolution for the purpose of winding up.
(2)
In winding up the limited liability company's activities and affairs, a limited liability
company:
(a)
shall discharge the limited liability company's debts, obligations, and other liabilities,
settle and close the limited liability company's activities and affairs, and marshal and
distribute the assets of the limited liability company; and
(b)
may:
(i)
deliver to the division for filing a statement of dissolution stating the name of the
limited liability company and that the limited liability company is dissolved;
(ii)
preserve the limited liability company activities, affairs, and property as a going
concern for a reasonable time;
(iii)
prosecute and defend actions and proceedings, whether civil, criminal, or
administrative;
(iv)
transfer the limited liability company's property;
(v)
settle disputes by mediation or arbitration;
(vi)
deliver to the division for filing a statement of termination stating the name of the
limited liability company and that the limited liability company is terminated; and
(vii)
perform other acts necessary or appropriate to the winding up.
(3)
(a)
If a dissolved limited liability company has no members, the legal representative
of the last person to have been a member may wind up the activities and affairs of the
limited liability company.
(b)
If the person does so, the person has the powers of a sole manager under Subsection
48-3a-407(3)
16-20-407(3)
and is deemed to be a manager for the purposes of
Subsection
48-3a-304(1)
16-20-304(1)
.
(4)
(a)
If the legal representative under Subsection
(3)
declines or fails to wind up the
limited liability company's activities and affairs, a person may be appointed to do so
by the consent of transferees owning a majority of the rights to receive distributions
as transferees at the time the consent is to be effective.
(b)

A person appointed under this Subsection
(4)
:
(a)
(i)
has the powers of a sole manager under Subsection
48-3a-407(3)
16-20-407(3)
and is deemed to be a manager for the purposes of Subsection
48-3a-304(1)
16-20-304(1)
; and
(b)
(ii)
shall promptly deliver to the division for filing an amendment to the limited
liability company's certificate of organization stating:
(i)
(A)
that the limited liability company has no members;
(ii)
(B)
the name and street and mailing addresses of the person; and
(iii)
(C)
that the person has been appointed
pursuant to
in accordance with
this
subsection to wind up the limited liability company.
(5)
A court may order judicial supervision of the winding up of a dissolved limited liability
company, including the appointment of a person to wind up the limited liability
company's activities and affairs:
(a)
upon a petition by a member if the member establishes good cause;
(b)
upon a petition by a transferee if:
(i)
the company does not have any members;
(ii)
the legal representative of the last person to have been a member declines or fails
to wind up the limited liability company's activities; and
(iii)
within a reasonable time following the dissolution a person has not been
appointed
pursuant to
in accordance with
Subsection
(4)
; or
(c)
in connection with a proceeding under Subsection
48-3a-701(4)
16-20-701(4)
or
(5)
.
Section 273. Section
16-20-704
, which is renumbered from Section 48-3a-704 is renumbered
and amended to read:
48-3a-704
16-20-704
. Rescinding dissolution.
(1)
A limited liability company may rescind the limited liability company's dissolution,
unless a statement of termination applicable to the limited liability company is effective,
a court has entered an order under Subsection
48-3a-701(4)
16-20-701(4)
or
(5)

dissolving the limited liability company, or the division has dissolved the limited
liability company under Section
48-3a-708
16-1a-603
.
(2)
Rescinding dissolution under this section requires:
(a)
the consent of each member;
(b)
if a statement of dissolution applicable to the limited liability company has been filed
by the division but has not become effective, the delivery to the division for filing of
a statement of withdrawal under Section
48-3a-207
16-1a-205
applicable to the
statement of dissolution; and
(c)
if a statement of dissolution applicable to the limited liability company is effective,
the delivery to the division for filing of a statement of correction under Section
48-3a-208
16-1a-206
stating that dissolution has been rescinded under this section.
(3)
If a limited liability company rescinds
its
the limited liability company's
dissolution:
(a)
the limited liability company resumes carrying on
its
the limited liability company's

activities and affairs as if dissolution had never occurred;
(b)
subject to Subsection
(3)(c)
, any liability incurred by the limited liability company
after the dissolution and before the rescission is effective is determined as if
dissolution had never occurred; and
(c)
the rights of a third party arising out of conduct in reliance on the dissolution before
the third party knew or had notice of the rescission may not be adversely affected.
Section 274. Section
16-20-705
, which is renumbered from Section 48-3a-705 is renumbered
and amended to read:
48-3a-705
16-20-705
. Known claims against dissolved limited liability company.
(1)
A dissolved limited liability company in winding up may dispose of the known claims
against it by following the procedures described in this section.
(2)
(a)
A limited liability company in winding up, electing to dispose of known claims
pursuant to
in accordance with
this section, may give written notice of the limited
liability company's dissolution to known claimants at any time after the effective date
of the dissolution.
(b)

The written notice must:
(a)
(i)
describe the information that must be included in a claim;
(b)
(ii)
provide an address to which written notice of any claim must be given to the
limited liability company;
(c)
(iii)
state the deadline, which may not be fewer than 120 days after the effective
date of the notice, by which the dissolved limited liability company must receive
the claim; and
(d)
(iv)
state that, unless sooner barred by another state statute limiting actions, the
claim will be barred if not received by the deadline.
(3)
Unless sooner barred by another state statute limiting actions, a claim against the
dissolved limited liability company is barred if:
(a)
a claimant was given notice under Subsection
(2)
and the claim is not received by the
dissolved limited liability company by the deadline; or
(b)
the dissolved limited liability company delivers to the claimant written notice of
rejection of the claim within 90 days after receipt of the claim and the claimant
whose claim was rejected by the dissolved limited liability company does not
commence a proceeding to enforce the claim within 90 days after the effective date of
the rejection notice.
(4)
Claims which are not rejected by the dissolved limited liability company in writing
within 90 days after receipt of the claim by the dissolved limited liability company shall
be considered approved.
(5)
The failure of the dissolved limited liability company to give notice to any known
claimant
pursuant to
in accordance with
Subsection
(2)
does not affect the disposition
under this section of any claim held by any other known claimant.
(6)
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.
Section 275. Section
16-20-706
, which is renumbered from Section 48-3a-706 is renumbered
and amended to read:
48-3a-706
16-20-706
. Other claims against dissolved limited liability company.
(1)
A dissolved limited liability company may publish notice of
its
the dissolved limited
liability company
dissolution and request persons having claims against the limited
liability company 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 company'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 limited liability company'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; and
(c)
state that a claim against the limited liability company is barred unless an action to
enforce the claim is commenced not later than three years after publication of the
notice.
(3)
If a dissolved limited liability company 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 limited liability company 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
48-3a-705
16-20-705
;
(b)
a claimant whose claim was timely sent to the limited liability company 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
48-3a-705
16-20-705
may be enforced:
(a)
against a dissolved limited liability company, to the extent of
its
the dissolved
limited liability company's
undistributed assets; and
(b)
except as otherwise provided in Section
48-3a-707
16-20-707
, if assets of the
limited liability company have been distributed after dissolution, against a member or
transferee to the extent of that person's proportionate share of the claim or of the
limited liability company's assets distributed to the member 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.
Section 276. Section
16-20-707
, which is renumbered from Section 48-3a-707 is renumbered
and amended to read:
48-3a-707
16-20-707
. Court proceedings.
(1)
(a)
A dissolved limited liability company that has published a notice under Section
48-3a-706
16-20-706
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 limited liability company, 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 company, 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
48-3a-706(3)
16-20-706(3)
.
(2)
No later than 10 days after the filing of an application under Subsection
(1)
, the
dissolved limited liability company shall give notice of the proceeding to each claimant
holding a contingent claim known to the limited liability company.
(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 company.
(4)
A dissolved limited liability company that provides security in the amount and form
ordered by the court under Subsection
(1)
satisfies the limited liability company's
obligations with respect to claims that are contingent, have not been made known to the
limited liability company, or are based on an event occurring after the effective date of
dissolution, and such claims may not be enforced against a member or transferee that
received assets in liquidation.
Section 277. Section
16-20-708
, which is renumbered from Section 48-3a-711 is renumbered
and amended to read:
48-3a-711
16-20-708
. Disposition of assets in winding up.
(1)
In winding up its activities and affairs, a limited liability company shall apply
its
the
limited liability company's
assets to discharge
its
the limited liability company's

obligations to creditors, including members that are creditors.
(2)
After a limited liability company complies with Subsection
(1)
, any surplus must be
distributed in the following order, subject to any charging order in effect under Section
48-3a-503
16-20-503
:
(a)
to each person owning a transferable interest that reflects contributions made and not
previously returned, an amount equal to the value of the unreturned contributions; and
(b)
in equal shares among members and dissociated members, except to the extent
necessary to comply with any transfer effective under Section
48-3a-502
16-20-502
.
(3)
If a limited liability company does not have sufficient surplus to comply with
Subsection
(2)(a)
, any surplus must be distributed among the owners of transferable
interests in proportion to the value of the respective unreturned contributions.
(4)
All distributions made under Subsections
(2)
and
(3)
must be paid in money.
Section 278. Section
16-20-801
, which is renumbered from Section 48-3a-801 is renumbered
and amended to read:
8. Action by Members
48-3a-801
16-20-801
. Direct action by member.
(1)
Subject to Subsection
(2)
, a member may maintain a direct action against another
member, a manager, or the limited liability company to enforce the member's rights and
otherwise protect the member's interests, including rights and interests under the
operating agreement or this chapter or arising independently of the membership
relationship.
(2)
A member maintaining a direct action under this section must plead and prove an actual
or threatened injury that is not solely the result of an injury suffered or threatened to be
suffered by the limited liability company.
Section 279. Section
16-20-802
, which is renumbered from Section 48-3a-802 is renumbered
and amended to read:
48-3a-802
16-20-802
. Derivative action.
A member may maintain a derivative action to enforce a right of a limited liability
company if:
(1)
the member first makes a demand on the other members in a member-managed limited
liability company, or the managers of a manager-managed limited liability company,
requesting that they cause the limited liability company to bring an action to enforce the
right, and the managers or other members do not bring the action within a reasonable
time; or
(2)
a demand under Subsection
(1)
would be futile.
Section 280. Section
16-20-803
, which is renumbered from Section 48-3a-803 is renumbered
and amended to read:
48-3a-803
16-20-803
. Proper plaintiff.
A derivative action to enforce a right of a limited liability company may be maintained
only by a person that is a member at the time the action is commenced and:
(1)
was a member when the conduct giving rise to the action occurred; or
(2)
whose status as a member devolved on the person by operation of law or
pursuant to
in
accordance with
the terms of the operating agreement from a person that was a member
at the time of the conduct.
Section 281. Section
16-20-804
, which is renumbered from Section 48-3a-804 is renumbered
and amended to read:
48-3a-804
16-20-804
. Pleading.
In a derivative action, the complaint must state with particularity:
(1)
the date and content of plaintiff's demand and the response by the managers or other
members to the demand; or
(2)
why the demand should be excused as futile.
Section 282. Section
16-20-805
, which is renumbered from Section 48-3a-805 is renumbered
and amended to read:
48-3a-805
16-20-805
. Special litigation committee.
(1)
(a)
If a limited liability company is named as or made a party in a derivative
proceeding, the limited liability company may appoint a special litigation committee
to investigate the claims asserted in the proceeding and determine whether pursuing
the action is in the best interests of the limited liability company.
(b)

If the limited liability company appoints a special litigation committee, on motion
by the committee made in the name of the limited liability company, except for good
cause shown, the court shall stay discovery for the time reasonably necessary to
permit the committee to make its investigation.
(c)

This Subsection
(1)
does not prevent the court from:
(a)
(i)
enforcing a person's right to information under Section
48-3a-410
16-20-410
;
or
(b)
(ii)
granting extraordinary relief in the form of a temporary restraining order or
preliminary injunction upon a showing of good cause.
(2)
A special litigation committee must be composed of one or more disinterested and
independent individuals, who may be members.
(3)
A special litigation committee may be appointed:
(a)
in a member-managed limited liability company:
(i)
by the consent of a majority of the members not named as parties in the
proceeding; and
(ii)
if all members are named as parties in the proceeding, by a majority of the
members named as defendants; or
(b)
in a manager-managed limited liability company:
(i)
by a majority of the managers not named as parties in the proceeding; and
(ii)
if all managers are named as parties in the proceeding, by a majority of the
managers named as defendants.
(4)
After appropriate investigation, a special litigation committee may determine that it is in
the best interests of the limited liability company that the proceeding:
(a)
continue under the control of the plaintiff;
(b)
continue under the control of the committee;
(c)
be settled on terms approved by the committee; or
(d)
be dismissed.
(5)
(a)
After making a determination under Subsection
(4)
, a special litigation committee
shall file with the court a statement of its determination and its report supporting its
determination and shall serve each party with a copy of the determination and report.
(b)

The court shall determine whether the members of the committee were
disinterested and independent and whether the committee conducted
its
the
committee's
investigation and made
its
the committee's
recommendation in good
faith, independently, and with reasonable care, with the committee having the burden
of proof.
(c)

If the court finds that the members of the committee were disinterested and
independent and that the committee acted in good faith, independently, and with
reasonable care, the court shall enforce the determination of the committee.
(d)

Otherwise, the court shall dissolve the stay of discovery entered under Subsection
(1)
and allow the action to continue under the control of the plaintiff.
Section 283. Section
16-20-806
, which is renumbered from Section 48-3a-806 is renumbered
and amended to read:
48-3a-806
16-20-806
. Proceeds and expenses.
(1)
Except as otherwise provided in Subsection
(2)
:
(a)
any proceeds or other benefits of a derivative action, whether by judgment,
compromise, or settlement, belong to the limited liability company and not to the
plaintiff; and
(b)
if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to
the limited liability company.
(2)
If a derivative action is successful in whole or in part, the court may award the plaintiff
reasonable expenses, including reasonable attorney's fees and costs, from the recovery of
the limited liability company.
(3)
A derivative action on behalf of a limited liability company may not be voluntarily
dismissed or settled without the court's approval.
Section 284. Section
16-21-104
is enacted to read:
16-21-104
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 285. Section
16-22-110
is enacted to read:
16-22-110
. Provisions Applicable to All Business Entities applicable.
Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of
this chapter.
Section 286. Section
42-2-101
is enacted to read:
2. Conducting Business as a D.B.A.
1. General Provisions
42-2-101
. Definitions.
As used in this chapter:
(1)
"D.B.A." means a person that carries on, conducts, or transacts business in this state
using a name that is different from the legal name of the person.
(2)
"D.B.A. certificate" means a typed document that complies with Section
42-2-201
.
(3)
"D.B.A. name" means the name a D.B.A. uses when carrying on, conducting, or
transacting business in this state that is different from the legal name of the person.
(4)
"Director" means the director of the division appointed under Section
13-1a-103
.
(5)
"Division" means the Division of Corporations and Commercial Code established in
Section
13-1a-102
.
(6)
"True name" means the legal name of a person.
Section 287. Section
42-2-102
is enacted to read:
42-2-102
. Governing law.
A D.B.A. is governed by:
(1)
this chapter; and
(2)
for a provision on which this chapter is silent, Title 16, Chapter 1a, Provisions
Applicable to All Business Entities.
Section 288. Section
42-2-103
, which is renumbered from Section 42-2-7 is renumbered
and amended to read:
42-2-7
42-2-103
. Recordkeeping-- Fees -- Evidence.
(1)
The
Division of Corporations and Commercial Code
division
shall:
(a)
keep
an active alphabetical index of all persons filing the certificates provided for in
a record of each D.B.A. registered under
this chapter; and
(b)
collect the required
indexing and
filing fees.
(2)
A copy of
any such
each

D.B.A.
certificate
certified by
the
Division of Corporations
and Commercial Code shall be
division certifies is
presumptive evidence of the facts
contained in the certificate.
Section 289. Section
42-2-104
, which is renumbered from Section 42-2-9 is renumbered
and amended to read:
42-2-9
42-2-104
. Corporate names, limited liability company names, and
trademark, service mark, and trade name rights not affected.
(1)
This chapter does not affect or apply to
any
a
corporation organized under the laws of
any state if
it
the corporation
does business under
its
the corporation's
true
corporate
name.
(2)
(a)
This chapter does not affect the statutory or common law trademark, service mark,
or trade name rights granted by state or federal statute.
(b)
An act listed in Subsection
(2)(c)
of itself does not authorize the use in this state of
an assumed name
a D.B.A.
in violation of the rights of another as established under:
(i)
this chapter;
(ii)
Title 70, Chapter 3a, Registration and Protection of Trademarks and Service
Marks Act
;
(iii)
the state law relating to names of corporations, partnerships, and other legal
business entities;
(iv)
the federal Trademark Act of 1946, 15 U.S.C. Section 1051 et seq.; or
(v)
the common law, including rights in a trade name.
(c)
Subsection
(2)(b)
applies to:
(i)
a filing under this chapter;
(ii)
an approval by the
Division of Corporations and Commercial Code pursuant to
division in accordance with
this chapter; or
(iii)
the use of
an assumed name
a D.B.A. name
.
(3)
This chapter does not affect or apply to any limited liability company doing business in
this state under
its
the limited liability company's
true name.
Section 290. Section
42-2-105
, which is renumbered from Section 42-2-6.6 is renumbered
and amended to read:
42-2-6.6
42-2-105
. D.B.A. name.
(1)
The assumed
A D.B.A.
name:
(a)
may not contain:
(i)
a word or phrase that indicates or implies that the business is organized for a
purpose other than a purpose contained in the business's application;
or
(ii)
for
an assumed
a D.B.A.
name that is changed or approved on or after May 4,
2022, the number sequence "911";
(iii)
without the consent of the Department of Financial Institutions, the words
described in Section
7-1-701
;
(iv)
the term or abbreviation:
(A)
"limited liability company";
(B)
"LLC"; or
(C)
"L.L.C."; or
(v)
a term or abbreviation that is of similar import to a term or abbreviation described
in Subsection
(1)(a)(iv)
;
(b)
shall be distinguishable from
any
a
registered name or trademark of record in the
offices of the
Division of Corporations and Commercial Code
division
,
as defined
in Subsection 16-10a-401(5),
in accordance with Section
16-1a-302

except as
authorized by
the
Division of Corporations and Commercial Code
division
authorizes
under Subsection
(2)
;
(c)
without the written consent of the United States Olympic Committee, may not
contain the words:
(i)
"Olympic";
(ii)
"Olympiad"; or
(iii)
"Citius Altius Fortius"; and
(d)
an assumed name
authorized for use in this state on or after May 1, 2000, may not
contain the
words
terms
:
(i)
unless the person that owns the D.B.A. is a corporation registered in this state:
(i)
(A)
"incorporated";
(ii)
(B)
"inc."; or
(iii)
(C)
a variation of "incorporated" or "inc."
; or
(ii)
unless the person that owns the D.B.A. is a limited liability company registered in
this state:
(A)
"limited liability company";
(B)
"LLC";
(C)
"L.L.C."; or
(D)
a variation of "limited liability company", "LLC", or "L.L.C."
(2)
Notwithstanding Subsection (1)(d), an assumed name may contain a word listed in
Subsection (1)(d) if the Division of Corporations and Commercial Code authorizes the
use of the name by a corporation as defined in:
(a)
Subsection 16-6a-102(27);
(b)
Subsection 16-6a-102(36);
(c)
Subsection 16-10a-102(11); or
(d)
Subsection 16-10a-102(20).
(3)
(2)
The
Division of Corporations and Commercial Code
division
shall authorize
the
an applicant's
use of the
D.B.A.
name
applied for
if:
(a)
the name is distinguishable from one or more of the names and trademarks
that are
on the division's records; or
(b)
the applicant delivers to the division a certified copy of the final judgment of a court
of competent
with
jurisdiction establishing the applicant's right to use the
D.B.A.
name
applied for
in this state.
(4)
(3)
The assumed
Before the day on which the division records the name of a D.B.A.,
the applicant shall translate into English or transliterate into letters of the English
alphabet the D.B.A.
name,
for purposes of recordation, shall be either translated into
English or transliterated into letters of the English alphabet
if the
assumed
D.B.A.

name is not in English.
(5)
(4)
The
Division of Corporations and Commercial Code
division
may not approve an
application for
an assumed
a D.B.A.
name to a person
violating
that violates
this
section.
(6)
(5)
The director
of the Division of Corporations and Commercial Code shall have the
power and authority reasonably necessary to
shall:
(a)
interpret and efficiently administer this section
;
and
(b)

to
perform the duties imposed on the division by this section.
(7)
(6)
A
The division may not approve for filing a

D.B.A.
name that implies by a word
in the name that the business is an agency of the state or a political subdivision of the
state, if the business is not
actually such a legally established agency, may not be
approved for filing by the Division of Corporations and Commercial Code
an agency of
the state or a political subdivision of the state
.
(8)
(7)
Section
16-10a-403
applies to this chapter.
(9)
(8)
(a)
The requirements of Subsection
(1)(d)
do not apply to a person
who
that

filed a certificate of assumed and of true name with the
Division of Corporations and
Commercial Code
division
on or before May 4, 1998, until December 31, 1998.
(b)
On or after January 1, 1999, a person
who
that
carries on, conducts, or transacts
business in this state under
an assumed name
a D.B.A.
shall comply with the
requirements of Subsection
(1)(d)
.
Section 291. Section
42-2-201
is enacted to read:
2. Registration, Filings, and Penalties
42-2-201
. Registration as a D.B.A.
(1)
To register as a D.B.A., a person shall file a D.B.A. certificate that complies with
Subsection
(2)
with the division no later than 30 days after the day on which the entity
begins to carry out, conduct, or transact the entity's business.
(2)
A D.B.A. certificate shall:
(a)
state:
(i)
the name of the D.B.A. that complies with Section
42-2-105
;
(ii)
the principal address under which the D.B.A. does business or will carry out,
conduct, or transact business; and
(iii)
the true name and street address of each person that owns the D.B.A.; and
(b)
designate and maintain a registered agent in this state in accordance with Title 16,
Chapter 1a, Part 4, Registered Agent of an Entity; and
(c)
be signed by:
(i)
each owner of the D.B.A.; or
(ii)
an authorized representative for an owner of the D.B.A.
(3)
To register a general partnership as a D.B.A. if the general partnership is not registered
with the division, the general partnership's partners shall each register as a D.B.A. in
accordance with Subsection
(1)
.
(4)
A person filing a D.B.A. certificate in accordance with Subsection
(1)
shall include in a
conspicuous place on the face of the D.B.A. certificate a notice that states: NOTICE -
THE FILING OF THIS APPLICATION AND THIS APPLICATION'S APPROVAL
BY THE DIVISION OF CORPORATIONS AND COMMERCIAL CODE DOES NOT
AUTHORIZE THE USE IN THE STATE OF UTAH OF AN ASSUMED NAME IN
VIOLATION OF THE RIGHTS OF ANOTHER FEDERAL STATUTE, STATE
STATUTE, OR COMMON LAW. (SEE UTAH CODE ANN. 42-2-201).
(5)
A registration statement filed in accordance with Subsection
(1)
is considered effective
on the day on which the division:
(a)
receives and approves, as to form, the registration statement; and
(b)
marks on the face of the registration statement a stamp or seal that indicates:
(i)
the time and date of approval;
(ii)
the name of the division; and
(iii)
(A)
the director's signature and division seal; or
(B)
a facsimile of the director's signature and division seal.
Section 292. Section
42-2-202
is enacted to read:
42-2-202
. Amending a D.B.A. certificate.
(1)
A D.B.A. may amend a D.B.A. certificate only while the D.B.A. is actively registered
with the division as a D.B.A.
(2)
A D.B.A. may not amend an expired or canceled D.B.A. certificate.
(3)
A D.B.A. may amend any information contained in the D.B.A. certificate.
(4)
To amend a D.B.A. certificate, a D.B.A. shall file with the division an amendment that
states:
(a)
the D.B.A. name; and
(b)
the requested changes to the D.B.A. certificate.
(5)
The person or authorized representative of the D.B.A. shall sign the amendment
described in Subsection
(4)
.
Section 293. Section
42-2-203
is enacted to read:
42-2-203
. Transfer of ownership of a D.B.A.
(1)
A D.B.A. may transfer ownership only while the D.B.A. is actively registered with the
division as a D.B.A.
(2)
To transfer ownership of a D.B.A., the D.B.A. shall file a letter of transfer with the
division that states:
(a)
the D.B.A. name;
(b)
the true name and address of each current owner of the D.B.A.;
(c)
the true name and address of each new owner of the D.B.A.; and
(d)
the principal address of the D.B.A.'s place of business.
(3)
Except as otherwise provided in Section
16-1a-302
, each current owner and each new
owner shall sign the letter of transfer described in Subsection
(2)
.
Section 294. Section
42-2-204
is enacted to read:
42-2-204
. Expiration, renewal, and cancellation of registration.
(1)
(a)
A D.B.A registration is effective for three years after the day on which a person
registers as a D.B.A.
(b)
A D.B.A. may renew a D.B.A. registration beginning 60 days before the day on
which the period described in Subsection
(1)(a)
expires.
(c)
If a D.B.A. does not renew a D.B.A. registration before the end of the period
described in Subsection
(1)(a)
, the division shall send notice to the D.B.A.'s
registered agent that the registration is expired.
(d)
If the D.B.A. does not renew the D.B.A. registration within 30 days after the day on
which the division sends the notice described in Subsection
(1)(c)
:
(i)
the D.B.A. registration is permanently expired; and
(ii)
a person may immediately claim the D.B.A.'s name.
(2)
A D.B.A. may renew a D.B.A. registration by filing a statement of renewal that an
authorized representative of the D.B.A. signs.
(3)
(a)
A D.B.A. may update information contained in the D.B.A. certificate when
renewing a D.B.A. registration.
(b)
An update to a D.B.A. registration that a D.B.A. makes during renewal is considered
an amendment.
(c)
A D.B.A. shall comply with the requirements of Section
42-2-202
when making an
update in accordance with this Subsection
(3)
.
(4)
To cancel an active D.B.A. registration, the D.B.A. shall file a letter of cancellation with
the division that:
(a)
states:
(i)
the D.B.A. name;
(ii)
the effective date of the cancellation;
(iii)
the mailing address for service of process after the cancellation; and
(b)
an authorized representative of the D.B.A. signs.
Section 295. Section
42-2-205
is enacted to read:
42-2-205
. Penalties.
(1)
A person that carries on, conducts, or transacts business as a D.B.A. without complying
with the provisions of this chapter may not bring an action in a court of this state as a
D.B.A. until the person complies with the provisions of this chapter.
(2)
The director may impose a late filing fee that the director determines in an amount not
to exceed three times the fee described in Section
42-2-103
in accordance with Section
63J-1-504
.
Section 296.
Repealer.
Filing requirements.
Forms.
Effective time and date of filed documents.
Correcting filed documents.
Filing duty of division.
Corporate name.
Reserved name.
Merger.
Action on plan of merger.
Articles of merger.
Effect of merger.
Merger with foreign nonprofit corporation.
Grounds for administrative dissolution.
Procedure for and effect of administrative dissolution.
Reinstatement following administrative dissolution -- Reinstatement
after voluntary dissolution.
Appeal from denial of reinstatement.
Authority to conduct affairs required.
Consequences of conducting affairs without authority.
Application for authority to conduct affairs.
Amended application for authority to conduct affairs.
Effect of filing an application for authority to conduct affairs.
Corporate name and assumed corporate name of foreign nonprofit
corporation.
Registered name of foreign nonprofit corporation.
Resignation of registered agent of foreign nonprofit corporation.
Service on foreign nonprofit corporation.
Merger of foreign nonprofit corporations authorized to conduct
affairs in this state.
Withdrawal of foreign nonprofit corporation.
Service on withdrawn foreign nonprofit corporation.
Grounds for revocation.
Procedure for and effect of revocation.
Appeal from revocation.
Domestication of foreign nonprofit corporations.
Annual report for division.
Merger and consolidation.
Filing requirements.
Forms.
Effective time and date of filed documents.
Correcting filed documents.
Filing duty of division.
Petition for review of division's refusal to file document.
Corporate name.
Reserved name.
Merger.
Share exchange.
Effect of merger or share exchange.
Merger or share exchange with foreign corporations.
Grounds for administrative dissolution.
Procedure for and effect of administrative dissolution.
Reinstatement following dissolution.
Appeal from denial of reinstatement.
Authority to transact business required.
Consequences of transacting business without authority.
Application for authority to transact business.
Amended application for authority to transact business.
Effect of filing an application for authority to transact business.
Corporate name and assumed corporate name of foreign
corporation.
Registered name of foreign corporation.
Resignation of registered agent of foreign corporation.
Service on foreign corporation.
Withdrawal of foreign corporation.
Service on withdrawn foreign corporation.
Grounds for revocation.
Procedure for and effect of revocation.
Appeal from revocation.
Domestication of foreign corporations.
Annual report for division.
Corporate name.
Name.
Filing of certificate -- Fees.
Registered agent.
Name.
Reservation of name.
Signing of records delivered for filing to division.
Delivery to and filing of records by division -- Effective time and
date.
Annual report for division.
Filing fees.
Reinstatement following administrative dissolution.
Definitions.
Conversion.
Action on plan of conversion by converting limited cooperative
association.
Filings required for conversion -- Effective date.
Effect of conversion.
Merger.
Notice and action on plan of merger by constituent limited
cooperative association.
Approval or abandonment of merger by members.
Filings required for merger -- Effective date.
Effect of merger.
Consolidation.
Part not exclusive.
Title.
Definitions.
Fees.
Addresses in filings.
Appointment of registered agent.
Listing of commercial registered agent.
Termination of listing of commercial registered agent.
Change of registered agent by entity.
Change of name or address by noncommercial registered agent.
Change of name, address, or type of organization by commercial
registered agent.
Resignation of registered agent.
Appointment of agent by nonfiling or nonqualified foreign entity.
Service of process on entities.
Duties of registered agent.
Jurisdiction and venue.
Consistency of application.
Relation to Electronic Signatures in Global and National Commerce
Act.
Savings clause.
Certificate of assumed and of true name -- Contents -- Execution --
Filing -- Notice.
Change in persons transacting business under assumed name.
Expiration of filing -- Notice -- Removal from active index.
Penalties.
Title.
Title.
Delivery of record.
Signing of records to be delivered for filing to division.
Signing and filing pursuant to judicial order.
Filing requirements.
Effective time and date.
Withdrawal of filed record before effectiveness.
Correcting filed record.
Duty of division to file -- Review of refusal to file -- Transmission of
information by division.
Liability for inaccurate information in filed record.
Definitions.
Relationship of part to other laws.
Required notice or approval.
Status of filings.
Nonexclusivity.
Reference to external facts.
Alternative means of approval of transactions.
Appraisal rights.
Merger authorized.
Plan of merger.
Approval of merger.
Amendment or abandonment of plan of merger.
Statement of merger.
Effect of merger.
Interest exchange authorized.
Plan of interest exchange.
Approval of interest exchange.
Amendment or abandonment of plan of interest exchange.
Statement of interest exchange.
Effect of interest exchange.
Conversion authorized.
Plan of conversion.
Approval of conversion.
Amendment or abandonment of plan of conversion.
Statement of conversion.
Effect of conversion.
Domestication authorized.
Plan of domestication.
Approval of domestication.
Amendment or abandonment of plan of domestication.
Statement of domestication.
Effect of domestication.
Reinstatement.
Judicial review of denial of reinstatement.
Permitted names.
Reservation of name.
Registration of name.
Registered agent.
Annual report for division.
Governing law.
Registration to do business in this state.
Foreign registration statement.
Amendment of foreign registration statement.
Activities not constituting doing business.
Noncomplying name of foreign limited liability partnership.
Withdrawal deemed on conversion to domestic filing entity or
domestic limited liability partnership.
Withdrawal on dissolution or conversion to nonfiling entity other
than limited liability partnership.
Transfer of registration.
Termination of registration.
Name limitations.
Permitted names.
Reservation of name.
Registration of name.
Registered agent.
Signing of records to be delivered for filing to division.
Signing and filing pursuant to judicial order.
Filing requirements.
Effective time and date.
Withdrawal of filed record before effectiveness.
Correcting filed record.
Duty of division to file -- Review of refusal to file -- Transmission of
information by the division.
Liability for inaccurate information in filed record.
Certificate of existence or registration.
Annual report for division.
Reinstatement.
Judicial review of denial of reinstatement.
Governing law.
Registration to do business in this state.
Foreign registration statement.
Amendment of foreign registration.
Activities not constituting doing business.
Noncomplying name of foreign limited partnership.
Withdrawal deemed on conversion to domestic filing entity or
domestic limited liability partnership.
Withdrawal on dissolution or conversion to nonfiling entity other
than limited liability partnership.
Transfer of registration.
Termination of registration.
Definitions.
Relationship of part to other laws.
Required notice or approval.
Status of filings.
Nonexclusivity.
Reference to external facts.
Alternative means of approval of transactions.
Appraisal rights.
Merger authorized.
Plan of merger.
Approval of merger.
Amendment or abandonment of plan of merger.
Statement of merger.
Effect of merger.
Interest exchange authorized.
Plan of interest exchange.
Approval of interest exchange.
Amendment or abandonment of plan of interest exchange.
Statement of interest exchange.
Effect of interest exchange.
Conversion authorized.
Plan of conversion.
Approval of conversion.
Amendment or abandonment of plan of conversion.
Statement of conversion.
Effect of conversion.
Domestication authorized.
Plan of domestication.
Approval of domestication.
Amendment or abandonment of plan of domestication.
Statement of domestication.
Effect of domestication.
Permitted names.
Reservation of name.
Registration of name.
Registered agent.
Signing of records to be delivered for filing to division.
Signing and filing pursuant to judicial order.
Filing requirements.
Effective time and date.
Withdrawal of filed record before effectiveness.
Correcting filed record.
Duty of division to file -- Review of refusal to file -- Transmission of
information by division.
Liability for inaccurate information in filed record.
Certificate of existence or registration.
Annual report for division.
Administrative dissolution.
Reinstatement.
Judicial review of denial of reinstatement.
Governing law.
Registration to do business in this state.
Foreign registration statement.
Amendment of foreign registration statement.
Activities not constituting doing business.
Noncomplying name of foreign limited liability company.
Withdrawal deemed on conversion to domestic filing entity or
domestic limited liability partnership.
Withdrawal on dissolution or conversion to nonfiling entity other
than limited liability partnership.
Transfer of registration.
Termination of registration.
Withdrawal of registration of registered foreign limited liability
company.
Action by attorney general.
Definitions.
Relationship of part to other laws.
Required notice or approval.
Status of filings.
Nonexclusivity.
References to external facts.
Alternative means of approval of transactions.
Appraisal rights.
Merger authorized.
Plan of merger.
Approval of merger.
Amendment or abandonment of plan of merger.
Statement of merger.
Effect of merger.
Interest exchange authorized.
Plan of interest exchange.
Approval of interest exchange.
Amendment or abandonment of plan of interest exchange.
Statement of interest exchange.
Effect of interest exchange.
Conversion authorized.
Plan of conversion.
Approval of conversion.
Amendment or abandonment of plan of conversion.
Statement of conversion.
Effect of conversion.
Domestication authorized.
Plan of domestication.
Approval of domestication.
Amendment or abandonment of plan of domestication.
Statement of domestication.
Effect of domestication.
Benefit company name.
Permitted names.
Fees.
Certificates issued by the division.
Annual report to the division.
Section 297.
Effective Date.
This bill takes effect on
October 1, 2026
.
2-27-26 4:16 PM