Utah Code 48-1d-902. Winding up
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Terms Used In Utah Code 48-1d-902
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Division: means the Division of Corporations and Commercial Code. See Utah Code 48-1d-102
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Partner: means a person that:(11)(a) has become a partner in a partnership under Section 48-1d-401 or was a partner in a partnership when the partnership became subject to this chapter under Section 48-1d-1405; and(11)(b) has not dissociated as a partner under Section 48-1d-701. 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
- 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 48-1d-102
- Property: means all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein. See Utah Code 48-1d-102
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
- Transfer: includes :
(24)(a) an assignment;(24)(b) a conveyance;(24)(c) a sale;(24)(d) a lease;(24)(e) an encumbrance, including a mortgage or security interest;(24)(f) a gift; and(24)(g) a transfer by operation of law. See Utah Code 48-1d-102(1)(a) A dissolved partnership shall wind up the partnership‘s activities and affairs.(1)(b) Except as otherwise provided in Section 48-1d-903, a partnership only continues after dissolution for the purpose of winding up.(2) In winding up a partnership’s activities and affairs, the partnership:(2)(a) shall discharge the partnership’s debts, obligations, and other liabilities, settle and close the partnership’s activities and affairs, and marshal and distribute the assets of the partnership; and(2)(b) may:(2)(b)(i) deliver to the division for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved;(2)(b)(ii) preserve the partnership’s activities and affairs and property as a going concern for a reasonable time;(2)(b)(iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;(2)(b)(iv) transfer the partnership’s property;(2)(b)(v) settle disputes by mediation or arbitration;(2)(b)(vi) deliver to the division for filing a statement of termination stating the name of the partnership and that the partnership is terminated; and(2)(b)(vii) perform other acts necessary or appropriate to the winding up.(3) A person whose dissociation as a partner resulted in dissolution may participate in winding up as if still a partner, unless the dissociation was wrongful.(4) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under Subsection (3), the personal or legal representative of the last person to have been a partner may wind up the partnership’s activities and affairs. If the representative does not exercise that right, a person to wind up the partnership’s activities and affairs may be appointed by the consent of transferees owning a majority of the rights to receive distributions at the time the consent is to be effective. A person appointed under this Subsection (4) has the powers of a partner under Section 48-1d-904 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the partnership’s activities and affairs.(5) Upon a petition brought by any partner or person entitled under Subsection (3) to participate in winding up, a court may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership’s activities and affairs, if:(5)(a) the partnership does not have a partner, and within a reasonable time following the dissolution no person has been appointed under Subsection (4); or(5)(b) the applicant establishes other good cause.