Utah Code 48-2e-401. Becoming general partner
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(1) A person becomes a general partner:
Terms Used In Utah Code 48-2e-401
- General partner: means a person that:(8)(a) has become a general partner under Section 48-2e-401 or was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and(8)(b) has not dissociated as a general partner under Section 48-2e-603. 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
(1)(a) upon formation of a limited partnership, as agreed among the persons that are to be the initial partners; and(1)(b) after formation:(1)(b)(i) as provided in the partnership agreement;(1)(b)(ii) under Subsection 48-2e-801(1)(c)(ii) following the dissociation of a limited partnership‘s last general partner;(1)(b)(iii) as the result of a transaction effective under Part 11, Merger, Interest Exchange, Conversion, and Domestication; or(1)(b)(iv) with the affirmative vote or consent of all the partners.
(2) A person may become a general partner without:
(2)(a) acquiring a transferable interest; or
(2)(b) making or being obligated to make a contribution to the limited partnership.