| (1) |
A domestic limited partnership may be the acquired entity in an interest exchange under Sections 48-2e-1131 through 48-2e-1136 by approving a plan of interest exchange. The plan must be in a record and contain:
Terms Used In Utah Code 48-2e-1132- Certificate of limited partnership: means the certificate required by Section 48-2e-201. See Utah Code 48-2e-102
- 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.
- 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 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 limited partnership concerning the matters described in Subsection 48-2e-112(1). See Utah Code 48-2e-102
- Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Utah Code 48-2e-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 48-2e-102
| (a) |
the name of the acquired entity; |
| (b) |
the name, jurisdiction of formation, and type of entity of the acquiring entity; |
| (c) |
the manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; |
| (d) |
any proposed amendments to the certificate of limited partnership or partnership agreement that are, or are proposed to be, in a record of the acquired entity; |
| (e) |
the other terms and conditions of the interest exchange; and |
| (f) |
any other provision required by the law of this state or the partnership agreement of the acquired entity. |
|
| (2) |
In addition to the requirements of Subsection (1), a plan of interest exchange may contain any other provision not prohibited by law. |
Enacted by Chapter 412, 2013 General Session
