(1)  A certificate of limited partnership may be amended or restated at any time.

Terms Used In Utah Code 48-2e-202

  • 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.
  • Certificate of limited partnership: means the certificate required by Section 48-2e-201. See Utah Code 48-2e-102
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 48-2e-102
  • General partner: means a person that:
(a) has become a general partner under Section 48-2e-401 or was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and
(b) has not dissociated as a general partner under Section 48-2e-603. See Utah Code 48-2e-102
  • Limited partnership: means an entity formed under this chapter or which becomes subject to this chapter under 11, or Section 48-2e-1205. See Utah Code 48-2e-102
  • Partner: means a limited partner or general partner. See Utah Code 48-2e-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.
  • 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 48-2e-102
    • (2)  To amend its certificate of limited partnership, a limited partnership must deliver to the division for filing an amendment stating:

    (a)  the name of the limited partnership;

    (b)  the date of filing of its initial certificate of limited partnership; and

    (c)  the changes the amendment makes to the certificate of limited partnership as most recently amended or restated.

    (3)  To restate its certificate of limited partnership, a limited partnership must deliver to the division for filing a restatement designated as such in its heading.

    (4)  A limited partnership shall promptly deliver to the division for filing an amendment to a certificate of limited partnership to reflect:

    (a)  the admission of a new general partner;

    (b)  the dissociation of a person as a general partner; or

    (c)  the appointment of a person to wind up the limited partnership’s activities and affairs under Subsection 48-2e-802(3) or (4).

    (5)  If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate of limited partnership was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:

    (a)  cause the certificate of limited partnership to be amended; or

    (b)  if appropriate, deliver to the division for filing a statement of change under Section 16-17-206 or a statement of correction under Section 48-2e-208.

    Enacted by Chapter 412, 2013 General Session

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