Utah Code 48-1d-1208. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership
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(1) A registered foreign limited liability partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not organized, incorporated, or otherwise formed through the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the division for filing. The statement must state:
Terms Used In Utah Code 48-1d-1208
- Business: includes every trade, occupation, and profession. See Utah Code 48-1d-102
- Division: means the Division of Corporations and Commercial Code. See Utah Code 48-1d-102
- Foreign limited liability partnership: means a foreign partnership whose partners have limited liability for the debts, obligations, or other liabilities of the foreign partnership under a provision similar to Subsection 48-1d-306(3). See Utah Code 48-1d-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:(9)(a) under whose law the entity is formed; or(9)(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 48-1d-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: means an association of two or more persons to carry on as co-owners a business for profit formed under this chapter or that becomes subject to this chapter under Part 10, Merger, Interest Exchange, Conversion, and Domestication, or Section 48-1d-1405. See Utah Code 48-1d-102
- Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
- Registered agent: means an agent of a limited liability partnership or foreign limited liability partnership which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the partnership. See Utah Code 48-1d-102
- Service of process: The service of writs or summonses to the appropriate party.
- 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 48-1d-102
(1)(a) in the case of a foreign limited liability partnership that has completed winding up:(1)(a)(i) its name and the jurisdiction in which the foreign limited liability partnership’s statement of qualification is filed; and(1)(a)(ii) that the foreign limited liability partnership surrenders its registration to do business in this state; and(1)(b) in the case of a foreign limited liability partnership that has converted:(1)(b)(i) the name of the converting foreign limited liability partnership and the jurisdiction in which its statement of qualification is filed;(1)(b)(ii) the type of entity to which the foreign limited liability partnership has converted and its jurisdiction of formation;(1)(b)(iii) that the converted entity surrenders the converting foreign limited liability partnership’s registration to do business and revokes the authority of the converting foreign limited liability partnership’s registered agent to act as registered agent in this state on behalf of the foreign limited liability partnership or the converted entity; and(1)(b)(iv) a mailing address to which service of process may be made under Subsection (2).
(2) After a withdrawal under this section of a foreign limited liability partnership that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).