Utah Code 48-2e-901. Governing law

(1)

The law of the jurisdiction of formation of a foreign limited partnership governs:

Terms Used In Utah Code 48-2e-901

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
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.
Jurisdiction of formation: means , with respect to an entity, the jurisdiction:

(a)	under whose law the entity is formed; or

(b)

in the case of a limited liability partnership or foreign limited liability partnership, in which the partnership's statement of qualification is filed. 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

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.

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

Tribal limited partnership: means a limited partnership:

(a)	formed under the law of a tribe; and

(b)	that is at least 51% owned or controlled by the tribe under whose law the limited partnership is formed. See Utah Code 48-2e-102
(a)	the internal affairs of the foreign limited partnership; and

(b)	the liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership.

(2)	A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.

(3)	Registration of a foreign limited partnership to do business in this state does not authorize the foreign limited partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.

(4)

(a)	The division may permit a tribal limited partnership to apply for authority to transact business in the state in the same manner as a foreign limited partnership formed in another state.

(b)	If a tribal limited partnership elects to apply for authority to transact business in the state, for purposes of this chapter, the tribal limited partnership shall be treated in the same manner as a foreign limited partnership formed under the laws of another state.

Enacted by Chapter 412, 2013 General Session

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