(1)  A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

Terms Used In Utah Code 48-1d-108

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 48-1d-102
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partner: means a person that:
(a) has become a partner in a partnership under Section 48-1d-401 or was a partner in a partnership when the partnership became subject to this chapter under Section 48-1d-1405; and
(b) has not dissociated as a partner under Section 48-1d-701. See Utah Code 48-1d-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • 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 10, or Section 48-1d-1405. See Utah Code 48-1d-102
  • 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). See Utah Code 48-1d-102
  • 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. See Utah Code 48-1d-102
  • Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Utah Code 48-1d-102
    • (2)  The obligations of a partnership and its partners to a person in the person’s capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under Subsection 48-1d-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)  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)  is not effective to the extent the amendment:

    (i)  imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or

    (ii)  prejudices the rights under Section 48-1d-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) 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 reasonably rely on the record.

    Enacted by Chapter 412, 2013 General Session

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