| (1) |
A partnership may become a limited liability partnership pursuant to this section. |
Terms Used In Utah Code 48-1d-1101
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
- 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. See Utah Code 48-1d-102
- 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. See Utah Code 48-1d-102
| (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); 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 Subsection (6) or administratively revoked pursuant to Section 48-1d-1102. |
| (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 limited liability partnership may amend or cancel its statement of qualification by delivering to the division for filing a statement of amendment or cancellation. The statement must be consented to by all partners and state the name of the limited liability partnership and in the case of:
| (a) |
an amendment, state the amendment; and |
| (b) |
a cancellation, state that the statement of qualification is canceled. |
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Enacted by Chapter 412, 2013 General Session
