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
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.
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
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
Transferable interest: means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a limited 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 48-2e-102
(a)
upon formation of a limited partnership, as agreed among the persons that are to be the initial partners; and
(b)
after formation:
(i)
as provided in the partnership agreement;
(ii)
under Subsection 48-2e-801(1)(c)(ii) following the dissociation of a limited partnership‘s last general partner;
(iii)
as the result of a transaction effective under 11; or
(iv)
with the affirmative vote or consent of all the partners.
(2)
A person may become a general partner without:
(a)
acquiring a transferable interest; or
(b)
making or being obligated to make a contribution to the limited partnership.
