Renumbered 10/1/2026

341 words·~2 min read·/ut/title-48/chapter-1d/10-40

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

48-1d-108. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of partnership.

(1)A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(2)The obligations of a partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under Subsection 48-1d-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:

(a)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

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

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

(ii)prejudices the rights under Section 48-1d-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 48-1d-106(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 they reasonably rely on the record.

Renumbered and Amended by Chapter 93 , 2026 General Session

Enacted by Chapter 412 , 2013 General Session