Utah Code 48-2e-203. Signing of records to be delivered for filing to division

(1)

A record delivered to the division for filing pursuant to this chapter must be signed as follows:

Terms Used In Utah Code 48-2e-203

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
Foreign limited partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. 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

Sign: means , with present intent to authenticate or adopt a record:

(a)	to execute or adopt a tangible symbol; or

(b)	to attach to or logically associate with the record an electronic symbol, sound, or process. See Utah Code 48-2e-102
(a)	An initial certificate of limited partnership must be signed by all general partners listed in the certificate of limited partnership.

(b)	An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of limited partnership.

(c)	An amendment to the certificate of limited partnership designating as general partner a person admitted under Subsection 48-2e-801(1)(c)(ii) following the dissociation of a limited partnership’s last general partner must be signed by that person.

(d)	An amendment to the certificate of limited partnership required by Subsection 48-2e-802(3) following the appointment of a person to wind up the dissolved limited partnership’s activities and affairs must be signed by that person.

(e)

Any other amendment to the certificate of limited partnership must be signed by:

(i)	at least one general partner listed in the certificate of limited partnership;

(ii)	each other person designated in the amendment as a new general partner; and

(iii)

each person that the amendment indicates has dissociated as a general partner, unless:

(A)	the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or

(B)	the person has previously delivered to the division for filing a statement of dissociation.

(f)

A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate of limited partnership, and, to the extent the restated certificate of limited partnership effects a change under any other subsection of this section, the certificate of limited partnership must be signed in a manner that satisfies that subsection.

(g)

A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to Subsection 48-2e-802(3) or (4) to wind up the dissolved limited partnership’s activities and affairs.

(h)	Any other record delivered by a limited partnership to the division for filing must be signed by at least one general partner listed in the certificate of limited partnership.

(i)	A statement by a person pursuant to Subsection 48-2e-605(1)(c) stating that the person has dissociated as a general partner must be signed by that person.

(j)	A statement of negation by a person pursuant to Subsection 48-2e-306(1)(b) must be signed by that person.

(k)	A record delivered on behalf of a foreign limited partnership to the division for filing must be signed by at least one general partner of the foreign limited partnership.

(l)	Any other record delivered on behalf of any person to the division for filing must be signed by that person.

(2)	Any record filed under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.

(3)	A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.

Enacted by Chapter 412, 2013 General Session

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