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;
Terms Used In Utah Code 48-1d-701
Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
Business: includes every trade, occupation, and profession. See Utah Code 48-1d-102
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Inter vivos: Transfer of property from one living person to another living person.
Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
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
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
Property: means all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein. See Utah Code 48-1d-102
Transfer: includes :
(a)
an assignment;
(b)
a conveyance;
(c)
a sale;
(d)
a lease;
(e)
an encumbrance, including a mortgage or security interest;
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. See Utah Code 48-1d-102
Trustee: A person or institution holding and administering property in trust.
(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 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, which has not been foreclosed;
(c)
the person is a corporation and:
(i)
the partnership notifies the person that it will be expelled as a partner because the person has filed a statement of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its 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; 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 10, 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 10, and, as a result of the interest exchange, the person ceases to be a partner;
(13)
the partnership participates in a conversion under 10;
(14)
the partnership participates in a domestication under 10, and, as a result of the domestication, the person ceases to be a partner; or
(15)
the partnership dissolves and completes winding up.
