{"data":{"id":"us-ut/utah-code-16-18-107","jurisdiction":"us-ut","citation":"Utah Code § 16-18-107","heading":"Partnership agreement -- Effect on third parties and relationship to records effective on behalf of partnership.","body":"(1)\n(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.\n(b) An amendment is ineffective if the amendment's adoption does not include the required approval or satisfy the specified condition.\n(2)\n(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.\n(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:\n(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\n(ii) is not effective to the extent the amendment:\n(A) imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or\n(B) prejudices the rights under Section 16-18-801 of a person that dissociated as a partner before the amendment was made.\n(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.\n(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:\n(a) the partnership agreement prevails as to partners, persons dissociated as partners, and transferees; and\n(b) the record prevails as to other persons to the extent the persons reasonably rely on the record.","path":["Title 16 Business Entities","Chapter 16-18 Utah Uniform Partnership Act","Part 16-18-1 General Provisions"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter18/16-18-S107.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-10-08T05:55:33Z","sha256":"fcd0919c72efa687005fa555dcfeb233821a2ea034fe509caa15c24ce237cca4","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-18-106","next":"us-ut/utah-code-16-18-108"},"notice":"GroundRules: Original legal text. Not legal advice."}