48-2e-211. Certificate of existence or registration.
| (1) |
On request of any person, the division shall issue a certificate of existence for a limited partnership or a certificate of registration for a registered foreign limited partnership. |
Terms Used In Utah Code 48-2e-211
- 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
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- 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
- 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
- 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
- Registered foreign limited partnership: means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the division. 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
| (2) |
A certificate under Subsection (1) must state:
| (a) |
the limited partnership‘s name or the registered foreign limited partnership‘s name used in this state; |
| (b) |
in the case of a limited partnership:
| (i) |
that a certificate of limited partnership has been filed and has taken effect; |
| (ii) |
the date the certificate of limited partnership became effective; |
| (iii) |
the period of the limited partnership’s duration if the records of the division reflect that its period of duration is less than perpetual; and |
| (iv) |
that:
| (A) |
no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed; |
| (B) |
the records of the division do not otherwise reflect that the limited partnership has been dissolved or terminated; and |
| (C) |
a proceeding is not pending under Section 48-2e-810; |
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| (c) |
in the case of a registered foreign limited partnership, that it is registered to do business in this state; |
| (d) |
that all fees, taxes, interest, and penalties owed to this state by the limited partnership or the registered foreign limited partnership and collected through the division have been paid, if:
| (i) |
payment is reflected in the records of the division; and |
| (ii) |
nonpayment affects the good standing or registration of the limited partnership or registered foreign limited partnership; |
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| (e) |
that the most recent annual report required by Section 48-2e-212 has been delivered to the division for filing; and |
| (f) |
other facts reflected in the records of the division pertaining to the limited partnership or foreign limited partnership which the person requesting the certificate reasonably requests. |
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| (3) |
Subject to any qualification stated in the certificate, a certificate issued by the division under Subsection (1) may be relied upon as conclusive evidence of the facts stated in the certificate. |
Amended by Chapter 149, 2018 General Session
