(1) A foreign limited liability partnership may not do business in this state until it registers with the division under this part.

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Terms Used In Utah Code 48-1d-1202

  • Business: includes every trade, occupation, and profession. See Utah Code 48-1d-102
  • Contract: A legal written agreement that becomes binding when signed.
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 48-1d-102
  • 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). See Utah Code 48-1d-102
  • Partner: means a person that:
         (11)(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
         (11)(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 Part 10, Merger, Interest Exchange, Conversion, and Domestication, or Section 48-1d-1405. 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) A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state.
(3) The failure of a foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
(4) A limitation on the liability of a partner of a foreign limited liability partnership is not waived solely because the foreign limited liability partnership does business in this state without registering to do business in this state.
(5) Subsections 48-1d-1201(1) and (2) apply even if a foreign limited liability partnership fails to register under this part.