Utah Code 48-1d-908. Other claims against dissolved limited liability partnership
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(1) A dissolved limited liability partnership may publish notice of its dissolution and request persons having claims against the dissolved limited liability partnership to present them in accordance with the notice.
Terms Used In Utah Code 48-1d-908
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Principal office: means the principal executive office of a partnership or a foreign limited liability partnership, whether or not the office is located in this state. See Utah Code 48-1d-102
- 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
- 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
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. See Utah Code 48-1d-102
- Writing: includes :
(48)(a) printing;(48)(b) handwriting; and(48)(c) information stored in an electronic or other medium if the information is retrievable in a perceivable format. See Utah Code 68-3-12.5(2) A notice under Subsection (1) must:(2)(a) be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability partnership’s principal office is located or, if the principal office is not located in this state, in the county in which the office of the dissolved limited liability partnership’s registered agent is or was last located and in accordance with Section 45-1-101;(2)(b) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent;(2)(c) state that a claim against the dissolved limited liability partnership is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice; and(2)(d) unless the dissolved limited liability partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the dissolved limited liability partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 48-1d-306.(3) If a dissolved limited liability partnership publishes a notice in accordance with Subsection (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited liability partnership not later than three years after the publication date of the notice:(3)(a) a claimant that did not receive notice in a record under Section 48-1d-907;(3)(b) a claimant whose claim was timely sent to the partnership but not acted on; and(3)(c) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.(4) A claim not barred under this section or Section 48-1d-907 may be enforced:(4)(a) against a dissolved limited liability partnership, to the extent of its undistributed assets;(4)(b) except as otherwise provided in Section 48-1d-909, if assets of the dissolved limited liability partnership have been distributed after dissolution, against a partner or transferee to the extent of that person’s proportionate share of the claim or of the dissolved limited liability partnership’s assets distributed to the partner or transferee after dissolution, whichever is less, but a person’s total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution; and