Utah Code 48-2e-202. Amendment of restatement of certificate of limited partnership
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(1) A certificate of limited partnership may be amended or restated at any time.
Terms Used In Utah Code 48-2e-202
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Certificate of limited partnership: means the certificate required by Section 48-2e-201. See Utah Code 48-2e-102
- Division: means the Division of Corporations and Commercial Code. See Utah Code 48-2e-102
- General partner: means a person that:(8)(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(8)(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 Part 11, Merger, Interest Exchange, Conversion, and Domestication, or Section 48-2e-1205. See Utah Code 48-2e-102
- Partner: means a limited partner or general partner. 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.
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Utah Code 48-2e-102
(2) To amend its certificate of limited partnership, a limited partnership must deliver to the division for filing an amendment stating:(2)(a) the name of the limited partnership;(2)(b) the date of filing of its initial certificate of limited partnership; and(2)(c) the changes the amendment makes to the certificate of limited partnership as most recently amended or restated.(3) To restate its certificate of limited partnership, a limited partnership must deliver to the division for filing a restatement designated as such in its heading.(4) A limited partnership shall promptly deliver to the division for filing an amendment to a certificate of limited partnership to reflect:(4)(a) the admission of a new general partner;(4)(b) the dissociation of a person as a general partner; or(4)(c) the appointment of a person to wind up the limited partnership’s activities and affairs under Subsection 48-2e-802(3) or (4).(5) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate of limited partnership was filed or has become inaccurate due to changed circumstances, the general partner shall promptly:(5)(a) cause the certificate of limited partnership to be amended; or