Utah Code 48-2e-702. Transfer of transferable interest
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(1) A transfer, in whole or in part, of a transferable interest:
Terms Used In Utah Code 48-2e-702
- Limited partner: means a person that:(12)(a) has become a limited partner under Section 48-2e-301 or was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and(12)(b) has not dissociated under Section 48-2e-601. 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
- Required information: means the information that a limited partnership is required to maintain under Section 48-2e-115. See Utah Code 48-2e-102
- Transfer: includes :
(25)(a) an assignment;(25)(b) a conveyance;(25)(c) a sale;(25)(d) a lease;(25)(e) an encumbrance, including a mortgage or security interest;(25)(f) a gift; and(25)(g) a transfer by operation of law. 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
- 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 48-2e-102
(1)(a) is permissible;(1)(b) does not by itself cause the person‘s dissociation or a dissolution and winding up of the limited partnership‘s activities and affairs; and(1)(c) subject to Section 48-2e-704, does not entitle the transferee to:(1)(c)(i) participate in the management or conduct of the limited partnership‘s activities or affairs; or(1)(c)(ii) except as otherwise provided in Subsection (3), have access to required information, records, or other information concerning the limited partnership’s activities and affairs.(2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.(3) In a dissolution and winding up of a limited partnership, a transferee is entitled to an account of the limited partnership’s transactions only from the date of dissolution.(4) A transferable interest may be evidenced by a certificate of the interest issued by a limited partnership in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.(5) A limited partnership need not give effect to a transferee’s rights under this section until the limited partnership knows or has notice of the transfer.(6) A transfer of a transferable interest in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.(7) Except as otherwise provided in Subsections 48-2e-601(2)(d)(ii) and 48-2e-603(4)(b), if a general or limited partner transfers a transferable interest, the transferor retains the rights of a general or limited partner other than the transferable interest transferred and retains all the duties and obligations of a general or limited partner.(8) If a general or limited partner transfers a transferable interest to a person that becomes a general or limited partner with respect to the transferred interest, the transferee is liable for the transferor’s obligations under Sections 48-2e-502 and 48-2e-505 known to the transferee when the transferee becomes a partner.