16-19-109. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of limited partnership.
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/ut/title-16/chapter-19/16-19-109·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Effective 10/1/2026
16-19-109. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of limited partnership.
(a)A partnership agreement may specify that an amendment to the partnership agreement 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 limited partnership and the limited 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 16-19-703(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 limited partnership or the limited partnership's 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 imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
(3)If a record delivered by a limited partnership to the division for filing becomes effective and contains a provision that would be ineffective under Subsection 16-19-107(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 limited partnership to the division for filing becomes effective 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 they reasonably rely on the record.
Renumbered and Amended by Chapter 93 , 2026 General Session