A person does not have a right to dissociate as a limited partner before the completion of the winding up of the limited partnership.
Terms Used In Utah Code 48-2e-601
Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
Inter vivos: Transfer of property from one living person to another living person.
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.
Limited partner: means a person that:
(a)
has become a limited partner under Section 48-2e-301 or was a limited 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
Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
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
Transfer: includes :
(a)
an assignment;
(b)
a conveyance;
(c)
a sale;
(d)
a lease;
(e)
an encumbrance, including a mortgage or security interest;
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
Trustee: A person or institution holding and administering property in trust.
(2)
A person is dissociated as a limited partner when:
(a)
the limited partnership has notice of the person’s express will to withdraw as a limited partner, but, if the person specified a withdrawal date later than the date the limited partnership had notice, on that later date;
(b)
an event stated in the partnership agreement as causing the person’s dissociation as a limited partner occurs;
(c)
the person is expelled as a limited partner pursuant to the partnership agreement;
(d)
the person is expelled as a limited partner by the unanimous vote or consent of the other partners if:
(i)
it is unlawful to carry on the limited partnership’s activities and affairs with the person as a limited partner;
(ii)
there has been a transfer of all of the person’s transferable interest in the limited partnership, other than:
(A)
a transfer for security purposes; or
(B)
a charging order in effect under Section 48-2e-703 which has not been foreclosed;
(iii)
the person is a corporation and:
(A)
the limited partnership notifies the person that it will be expelled as a limited partner because the person has filed a statement of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation; and
(B)
not later than 90 days after the notification the statement of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated; or
(iv)
the person is an unincorporated entity that has been dissolved and whose business is being wound up;
(e)
on application by the limited partnership, the person is expelled as a limited partner by judicial order because the person:
(i)
has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited partnership’s activities and affairs;
(ii)
has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or the contractual obligation of good faith and fair dealing under Subsection 48-2e-305(1); or
(iii)
has engaged or is engaging in conduct relating to the limited partnership’s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a limited partner;
(f)
in the case of a person who is an individual, the individual dies;
(g)
in the case of a person that is a testamentary or inter vivos trust or is acting as a limited partner by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited partnership is distributed;
(h)
in the case of a person that is an estate or is acting as a limited partner by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited partnership is distributed;
(i)
in the case of a person that is not an individual, corporation, unincorporated entity, trust, or estate, the existence of the person terminates;
(j)
the limited partnership participates in a merger under 11, and:
(i)
the limited partnership is not the surviving entity; or
(ii)
otherwise as a result of the merger, the person ceases to be a limited partner;
(k)
the limited partnership participates in an interest exchange under 11, and as a result of the interest exchange, the person ceases to be a limited partner;
(l)
the limited partnership participates in a conversion under 11;
(m)
the limited partnership participates in a domestication under 11, and as a result of the domestication, the person ceases to be a limited partner; or
(n)
the limited partnership dissolves and completes winding up.
