Utah Code 48-2e-301. Becoming limited partners
Current as of: 2024 | Check for updates
|
Other versions
(1) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.
Terms Used In Utah Code 48-2e-301
- Limited partner: means a person that:(12)(a) has become a limited partner under Section 48-2e-301 or was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and(12)(b) has not dissociated under Section 48-2e-601. 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.
- Partnership agreement: means the agreement, whether or not referred to as a partnership agreement, and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in Subsection 48-2e-112(1). See Utah Code 48-2e-102
- 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
- Transferable interest: means the right, as initially owned by a person in the person's capacity as a partner, to receive distributions from a limited partnership in accordance with the partnership agreement, whether or not the person remains a partner or continues to own any part of the right. See Utah Code 48-2e-102
(2) After formation, a person becomes a limited partner:(2)(a) as provided in the partnership agreement;(2)(b) as the result of a transaction effective under Part 11, Merger, Interest Exchange, Conversion, and Domestication;(2)(c) with the affirmative vote or consent of all the partners; or(2)(d) as provided in Subsection 48-2e-801(1)(d) or (1)(e).(3) A person may become a partner without:(3)(a) acquiring a transferable interest; or(3)(b) making or being obligated to make a contribution to the limited partnership.