{"data":{"id":"us-ut/utah-code-16-19-109","jurisdiction":"us-ut","citation":"Utah Code § 16-19-109","heading":"Partnership agreement -- Effect on third parties and relationship to records effective on behalf of limited partnership.","body":"(1)\n(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.\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 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.\n(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:\n(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\n(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.\n(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.\n(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:\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 they reasonably rely on the record.","path":["Title 16 Business Entities","Chapter 16-19 Utah Uniform Limited Partnership Act","Part 16-19-1 General Provisions"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter19/16-19-S109.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-10-08T05:55:33Z","sha256":"119cf391013f00735eb4ee49515db9b4c6dbe2e8e6473b1385802c7b07db0a55","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-19-108","next":"us-ut/utah-code-16-19-110"},"notice":"GroundRules: Original legal text. Not legal advice."}