(1)  A foreign limited partnership may not do business in this state until it registers with the division under this part.

Terms Used In Utah Code 48-2e-902

  • Contract: A legal written agreement that becomes binding when signed.
  • 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
  • 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 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.
  • 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 foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.

    (3)  The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude it from defending an action or proceeding in this state.

    (4)  A limitation on the liability of a general partner or limited partners of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state.

    (5)  Subsections 48-2e-901(1) and (2) apply even if the foreign limited partnership fails to register under this part.

    Enacted by Chapter 412, 2013 General Session

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