Utah Code 48-2e-804. Power to bind partnership after dissolution
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(1) A limited partnership is bound by a general partner‘s act after dissolution which:
Terms Used In Utah Code 48-2e-804
- 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.
- 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
(1)(a) is appropriate for winding up the limited partnership‘s activities and affairs; or(1)(b) would have bound the limited partnership under Section 48-2e-402 before dissolution, if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution.
(2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(2)(a) at the time the other party enters into the transaction:
(2)(a)(i) less than two years has passed since the dissociation; and
(2)(a)(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(2)(b) the act:
(2)(b)(i) is appropriate for winding up the limited partnership’s activities and affairs; or
(2)(b)(ii) would have bound the limited partnership under Section 48-2e-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.