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Utah Code Title 48. Partnership--Unincorporated Business Entities § 48-1d-108. Partnership agreement--Effect on third parties and relationship to records effective on behalf of partnership

Current as of May 05, 2022 | Updated by FindLaw Staff

(1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition.  An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(2) The obligations of a partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement.  Subject only to a court order issued under Subsection 48-1d-604(2)(b) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:

(a) is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner;  and

(b) is not effective to the extent the amendment:

(i) imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner;  or

(ii) prejudices the rights under Section 48-1d-801 of a person that dissociated as a partner before the amendment was made.

(3) If a record delivered by a partnership to the division for filing becomes effective under this chapter and contains a provision that would be ineffective under Subsection 48-1d-106(3) or (4)(b) if contained in the partnership agreement, the provision is ineffective in the record.

(4) Subject to Subsection (3), if a record delivered by a partnership to the division for filing becomes effective under this chapter and conflicts with a provision of the partnership agreement:

(a) the partnership agreement prevails as to partners, persons dissociated as partners, and transferees;  and

(b) the record prevails as to other persons to the extent they reasonably rely on the record.

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Cite this article: FindLaw.com - Utah Code Title 48. Partnership--Unincorporated Business Entities § 48-1d-108. Partnership agreement--Effect on third parties and relationship to records effective on behalf of partnership - last updated May 05, 2022 | https://codes.findlaw.com/ut/title-48-partnership-unincorporated-business-entities/ut-code-sect-48-1d-108/

Read this complete Utah Code Title 48. Partnership--Unincorporated Business Entities § 48-1d-108. Partnership agreement--Effect on third parties and relationship to records effective on behalf of partnership on Westlaw

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