Utah Code 48-2e-1153. Approval of domestication
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(1) A plan of domestication of a domestic domesticating limited partnership is not effective unless it has been approved:
Terms Used In Utah Code 48-2e-1153
- Foreign limited partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. See Utah Code 48-2e-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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
(1)(a) by all the partners entitled to vote on or consent to any matter; and
(1)(b) in a record, by each partner that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless:
(1)(b)(i) the partnership agreement of the entity in a record provide for the approval of a domestication or merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the partners; and
(1)(b)(ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(2) A domestication of a foreign domesticating limited partnership is not effective unless it is approved in accordance with the law of the foreign limited partnership‘s jurisdiction of formation.