A registered foreign limited partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not organized, incorporated, or otherwise formed through the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the division for filing. The statement must state:
Terms Used In Utah Code 48-2e-908
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
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.
Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
Registered agent: means an agent of a limited partnership or foreign limited partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the limited partnership. See Utah Code 48-2e-102
Registered foreign limited partnership: means a foreign limited partnership that is registered to do business in this state pursuant to a statement of registration filed by the division. See Utah Code 48-2e-102
Service of process: The service of writs or summonses to the appropriate party.
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
(a)
in the case of a foreign limited partnership that has completed winding up:
(i)
its name and jurisdiction of formation; and
(ii)
that the foreign limited partnership surrenders its registration to do business in this state as a registered foreign limited partnership; and
(b)
in the case of a foreign limited partnership that has converted:
(i)
the name of the converting foreign limited partnership and its jurisdiction of formation;
(ii)
the type of entity to which the foreign limited partnership has converted and its jurisdiction of formation;
(iii)
that the converted entity surrenders the converting partnership’s registration to do business in this state and revokes the authority of the converting foreign limited partnership’s registered agent to act as registered agent in this state on the behalf of the foreign limited partnership or the converted entity; and
(iv)
a mailing address to which service of process may be made under Subsection (2).
(2)
After a withdrawal under this section of a foreign limited partnership that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
