Utah Code 48-2e-801. Events causing dissolution

Superseded 7/1/2024)

48-2e-801. Events causing dissolution.

(1)

A limited partnership is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

Terms Used In Utah Code 48-2e-801

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 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

(b)

has not dissociated under Section 48-2e-601. 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.

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

(a)

an event or circumstance that the partnership agreement states causes dissolution;

(b)	the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective;

(c)

after the dissociation of a person as a general partner:

(i)

if the limited partnership has at least one remaining general partner, the vote or consent to dissolve the limited partnership not later than 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or

(ii)

if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:

(A)	consent to continue the activities and affairs of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and

(B)	at least one person is admitted as a general partner in accordance with the consent;

(d)	the passage of 90 consecutive days after the dissociation of the limited partnership’s last limited partner, unless before the end of the period the limited partnership admits at least one limited partner;

(e)

the passage of 90 consecutive days during which the limited partnership has only one partner, unless before the end of the period:

(i)	the limited partnership admits at least one person as a partner;

(ii)	if the previously sole remaining partner is only a general partner, the limited partnership admits the person as a limited partner; and

(iii)

if the previously sole remaining partner is only a limited partner, the limited partnership admits a person as a general partner;

(f)

on application by a partner, the entry by the district court of an order dissolving the limited partnership on the grounds that:

(i)	the conduct of all or substantially all the limited partnership’s activities and affairs is unlawful; or

(ii)	it is not reasonably practicable to carry on the limited partnership’s activities and affairs in conformity with the partnership agreement; or

(g)	the signing and filing of a statement of administrative dissolution by the division under Section 48-2e-810.

(2)

If an event occurs that imposes a deadline on a limited partnership under Subsection (1) and before the limited partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the limited partnership under Subsection (1):

(a)	the occurrence of the second event does not affect the deadline caused by the first event; and

(b)	the limited partnership’s meeting of the requirements of the first deadline does not extend the second deadline.

Enacted by Chapter 412, 2013 General Session

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