16-18-107. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of partnership.

341 words·~2 min read·/ut/title-16/chapter-18/16-18-107

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Effective 10/1/2026

(a)A partnership agreement may specify that the partnership's amendment requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition.

(b)An amendment is ineffective if the amendment's adoption does not include the required approval or satisfy the specified condition.

(a)The obligations of a partnership and the partnership's partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement.

(b)Subject only to a court order issued under Subsection 16-18-604(2)(b) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner:

(i)is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and

(ii)is not effective to the extent the amendment:

(A)imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or

(B)prejudices the rights under Section 16-18-801 of a person that dissociated as a partner before the amendment was made.

(3)If a record delivered by a partnership to the division for filing becomes effective under this chapter and contains a provision that would be ineffective under Subsection 16-18-105(3) or (4)(b) if contained in the partnership agreement, the provision is ineffective in the record.

(4)Subject to Subsection

(3), if a record delivered by a partnership to the division for filing becomes effective under this chapter and conflicts with a provision of the partnership agreement:

(a)the partnership agreement prevails as to partners, persons dissociated as partners, and transferees; and

(b)the record prevails as to other persons to the extent the persons reasonably rely on the record.

Renumbered and Amended by Chapter 93 , 2026 General Session