| (1) |
The division may terminate the registration of a registered foreign limited partnership in the manner provided in Subsections (2) and (3) if the foreign limited partnership does not:
Terms Used In Utah Code 48-2e-910- 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
- 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
- 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
- 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) |
pay, not later than 60 days after the due date, any fee, tax, interest, or penalty required to be paid to the division under this chapter or law other than this chapter; |
| (b) |
deliver to the division for filing, not later than 60 days after the due date, an annual report; |
| (c) |
have a registered agent as required by Section 48-2e-111; or |
| (d) |
deliver to the division for filing a statement of a change under Section 16-17-206 not later than 30 days after a change has occurred in the name or address of the registered agent. |
|
| (2) |
The division may terminate the registration of a registered foreign limited partnership by:
| (a) |
filing a notice of termination or noting the termination in the records of the division; and |
| (b) |
delivering a copy of the notice or the information in the notation to the foreign limited partnership’s registered agent, or if the foreign limited partnership does not have a registered agent, to the foreign limited partnership’s principal office. |
|
| (3) |
The notice must state or the information in the notation under Subsection (2) must include:
| (a) |
the effective date of the termination, which must be at least 60 days after the date the division delivers the copy; and |
| (b) |
the grounds for termination under Subsection (1). |
|
| (4) |
The authority of the registered foreign limited partnership to do business in this state ceases on the effective date of the notice of termination or notation under Subsection (2), unless before that date the foreign limited partnership cures each ground for termination stated in the notice or notation. If the foreign limited partnership cures each ground, the division shall file a record so stating. |
Enacted by Chapter 412, 2013 General Session
