Utah Code § 16-19-804: Power to bind partnership after dissolution.

(1) A limited partnership is bound by a general partner's act after dissolution which:

(a) is appropriate for winding up the limited partnership's activities and affairs; or

(b) would have bound the limited partnership under Section 16-19-402 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:

(a) at the time the other party enters into the transaction:

(i) less than two years has passed since the dissociation; and

(ii) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and

(b) the act:

(i) is appropriate for winding up the limited partnership's activities and affairs; or

(ii) would have bound the limited partnership under Section 16-19-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.