Utah Uniform Partnership Act
Utah · 48 · §§ 48-1d-1001 to 48-1d-910 · 133 sections
Overview
The act governs the formation, internal operation, and eventual dissolution of general partnerships, treating the partnership as an entity that can own and transfer property, sue and be sued, and act through its partners as agents. It supplies default rules for the relationship among partners — fiduciary duties, access to books and records, distributions, and what a partner owns and may transfer — while setting the terms on which the partnership and its individual partners become liable to outsiders, including creditors who reach a partner's transferable interest by court order. It also establishes filing mechanisms through which authority, its denial, a partner's departure, and dissolution can be made a matter of public record, and it defines when a partner's dissociation triggers a buyout rather than the end of the business, along with the process for winding up and settling accounts when the partnership does terminate.
Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.
Sections covered
- Utah Code § 48-1d-1001Definitions
- Utah Code § 48-1d-1002Relationship of part to other laws
- Utah Code § 48-1d-1003Required notice or approval
- Utah Code § 48-1d-1004Status of filings
- Utah Code § 48-1d-1005Nonexclusivity
- Utah Code § 48-1d-1006Reference to external facts
- Utah Code § 48-1d-1007Alternative means of approval of transactions
- Utah Code § 48-1d-1008Appraisal rights
- Utah Code § 48-1d-101Title
- Utah Code § 48-1d-102Definitions
- Utah Code § 48-1d-1021Merger authorized
- Utah Code § 48-1d-1022Plan of merger
- Utah Code § 48-1d-1023Approval of merger
- Utah Code § 48-1d-1024Amendment or abandonment of plan of merger
- Utah Code § 48-1d-1025Statement of merger
- Utah Code § 48-1d-1026Effect of merger
- Utah Code § 48-1d-103Knowledge -- Notice
- Utah Code § 48-1d-1031Interest exchange authorized
- Utah Code § 48-1d-1032Plan of interest exchange
- Utah Code § 48-1d-1033Approval of interest exchange
- Utah Code § 48-1d-1034Amendment or abandonment of plan of interest exchange
- Utah Code § 48-1d-1035Statement of interest exchange
- Utah Code § 48-1d-1036Effect of interest exchange
- Utah Code § 48-1d-104Governing law
- Utah Code § 48-1d-1041Conversion authorized
- Utah Code § 48-1d-1042Plan of conversion
- Utah Code § 48-1d-1043Approval of conversion
- Utah Code § 48-1d-1044Amendment or abandonment of plan of conversion
- Utah Code § 48-1d-1045Statement of conversion
- Utah Code § 48-1d-1046Effect of conversion
- Utah Code § 48-1d-105Supplemental principles of law
- Utah Code § 48-1d-1051Domestication authorized
- Utah Code § 48-1d-1052Plan of domestication
- Utah Code § 48-1d-1053Approval of domestication
- Utah Code § 48-1d-1054Amendment or abandonment of plan of domestication
- Utah Code § 48-1d-1055Statement of domestication
- Utah Code § 48-1d-1056Effect of domestication
- Utah Code § 48-1d-106Partnership agreement -- Scope, function, and limitations
- Utah Code § 48-1d-107Partnership agreement -- Effect on partnership and person becoming partner -- Preformation agreement
- Utah Code § 48-1d-108Partnership agreement -- Effect on third parties and relationship to records effective on behalf of partnership
- Utah Code § 48-1d-109Delivery of record
- Utah Code § 48-1d-110Signing of records to be delivered for filing to division
- Utah Code § 48-1d-1101Statement of qualification
- Utah Code § 48-1d-1102Administrative revocation of statement of qualification
- Utah Code § 48-1d-1103Reinstatement
- Utah Code § 48-1d-1104Judicial review of denial of reinstatement
- Utah Code § 48-1d-1105Permitted names
- Utah Code § 48-1d-1106Reservation of name
- Utah Code § 48-1d-1107Registration of name
- Utah Code § 48-1d-1108Registered agent
- Utah Code § 48-1d-1109Annual report for division
- Utah Code § 48-1d-111Signing and filing pursuant to judicial order
- Utah Code § 48-1d-112Filing requirements
- Utah Code § 48-1d-113Effective time and date
- Utah Code § 48-1d-114Withdrawal of filed record before effectiveness
- Utah Code § 48-1d-115Correcting filed record
- Utah Code § 48-1d-116Duty of division to file -- Review of refusal to file -- Transmission of information by division
- Utah Code § 48-1d-117Liability for inaccurate information in filed record
- Utah Code § 48-1d-118Reservation of power to amend or repeal
- Utah Code § 48-1d-1201Governing law
- Utah Code § 48-1d-1202Registration to do business in this state
- Utah Code § 48-1d-1203Foreign registration statement
- Utah Code § 48-1d-1204Amendment of foreign registration statement
- Utah Code § 48-1d-1205Activities not constituting doing business
- Utah Code § 48-1d-1206Noncomplying name of foreign limited liability partnership
- Utah Code § 48-1d-1207Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership
- Utah Code § 48-1d-1208Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership
- Utah Code § 48-1d-1209Transfer of registration
- Utah Code § 48-1d-1210Termination of registration
- Utah Code § 48-1d-1211Withdrawal of registration of registered foreign limited liability partnership
- Utah Code § 48-1d-1212Action by attorney general
- Utah Code § 48-1d-1301Definitions
- Utah Code § 48-1d-1302Application of this part
- Utah Code § 48-1d-1303Name limitations
- Utah Code § 48-1d-1304Providing a professional service
- Utah Code § 48-1d-1305Limit of one profession
- Utah Code § 48-1d-1306Activity limitations
- Utah Code § 48-1d-1307This part does not limit regulating board
- Utah Code § 48-1d-1308Partner of a professional services partnership
- Utah Code § 48-1d-1309Restriction on transfer by partner
- Utah Code § 48-1d-1310Purchase of interest upon death, incapacity, or disqualification of member
- Utah Code § 48-1d-1401Uniformity of application and construction
- Utah Code § 48-1d-1402Severability clause
- Utah Code § 48-1d-1403Relation to Electronic Signatures in Global and National Commerce Act
- Utah Code § 48-1d-1404Savings clause
- Utah Code § 48-1d-1405Application to existing relationships
- Utah Code § 48-1d-201Partnership as entity
- Utah Code § 48-1d-202Formation of partnership
- Utah Code § 48-1d-203Partnership property
- Utah Code § 48-1d-204When property is partnership property
- Utah Code § 48-1d-301Partner agent of partnership
- Utah Code § 48-1d-302Transfer of partnership property
- Utah Code § 48-1d-303Statement of partnership authority
- Utah Code § 48-1d-304Statement of denial
- Utah Code § 48-1d-305Partnership liable for partner's actionable conduct
- Utah Code § 48-1d-306Partner's liability
- Utah Code § 48-1d-307Actions by and against partnership and partners
- Utah Code § 48-1d-308Liability of purported partner
- Utah Code § 48-1d-401Becoming partner
- Utah Code § 48-1d-402Management rights of partners
- Utah Code § 48-1d-403Rights of partners and person dissociated as partner to information
- Utah Code § 48-1d-404Reimbursement, indemnification, advancement, and insurance
- Utah Code § 48-1d-405Standards of conduct for partners
- Utah Code § 48-1d-406Actions by partnership and partners
- Utah Code § 48-1d-407Continuation of partnership beyond definite term or particular undertaking
- Utah Code § 48-1d-501Form of contribution
- Utah Code § 48-1d-502Liability for contribution
- Utah Code § 48-1d-503Sharing of and right to distributions before dissolution
- Utah Code § 48-1d-504Limitation on distributions by limited liability partnership
- Utah Code § 48-1d-505Liability for improper distributions by a limited liability partnership
- Utah Code § 48-1d-601Partner not co-owner of partnership property
- Utah Code § 48-1d-602Nature of transferable interest
- Utah Code § 48-1d-603Transfer of transferable interest
- Utah Code § 48-1d-604Charging order
- Utah Code § 48-1d-605Power of legal representative of deceased partner
- Utah Code § 48-1d-701Events causing dissociation
- Utah Code § 48-1d-702Power to dissociate as partner -- Wrongful dissociation
- Utah Code § 48-1d-703Effect of dissociation
- Utah Code § 48-1d-801Purchase of interest of person dissociated as partner
- Utah Code § 48-1d-802Power to bind and liability of person dissociated as partner
- Utah Code § 48-1d-803Liability of person dissociated as partner to other persons
- Utah Code § 48-1d-804Statement of dissociation
- Utah Code § 48-1d-805Continued use of partnership name
- Utah Code § 48-1d-901Events causing dissolution
- Utah Code § 48-1d-902Winding up
- Utah Code § 48-1d-903Rescinding dissolution
- Utah Code § 48-1d-904Power to bind partnership after dissolution
- Utah Code § 48-1d-905Liability after dissolution
- Utah Code § 48-1d-906Disposition of assets in winding up -- When contributions required
- Utah Code § 48-1d-907Known claims against dissolved limited liability partnership
- Utah Code § 48-1d-908Other claims against dissolved limited liability partnership
- Utah Code § 48-1d-909Court proceedings
- Utah Code § 48-1d-910Liability of partner and person dissociation as partner when claim against limited liability partnership is barred
Enacted in other states
Alaska, Arkansas, California, Colorado, Connecticut, District of Columbia, Iowa, Idaho, Illinois, Indiana, Kentucky, Minnesota, Montana, North Carolina, New Hampshire, New Jersey, New Mexico, Ohio, Pennsylvania, South Carolina, South Dakota, Tennessee, Virginia, West Virginia, Wyoming
Download
Copy
Embed on your site
Hover to preview · click to copy the code