Utah Code 48-2e-909. Transfer of registration

(1)

When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the division to do business in this state, the foreign entity shall deliver to the division for filing an application for transfer of registration. The application must state:

Terms Used In Utah Code 48-2e-909

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.

Principal office: means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. See Utah Code 48-2e-102

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

Transfer: includes :

(a)	an assignment;

(b)	a conveyance;

(c)

a sale;

(d)

a lease;

(e)	an encumbrance, including a mortgage or security interest;

(f)	a gift; and

(g)	a transfer by operation of law. See Utah Code 48-2e-102
(a)	the name of the registered foreign limited partnership before the merger or conversion;

(b)	that before the merger or conversion the registration pertained to a foreign limited partnership;

(c)

the name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted, and, if the name does not comply with Section 48-2e-108 or similar provision of law of this state governing an entity of the same type as the applicant foreign entity, an alternate name adopted pursuant to Subsection 48-2e-906(1) or similar provision of law of this state governing a foreign entity registered to do business in this state of the same type as the applicable foreign entity;

(d)	the type of entity of the applicant foreign entity and its jurisdiction of formation;

(e)	the street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity’s jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and

(f)	the information required under Subsection 16-17-203(1).

(2)	When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the foreign limited partnership has merged or to which it has been converted.

Enacted by Chapter 412, 2013 General Session

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