{"data":{"id":"us-ut/utah-code-48-1d-108","jurisdiction":"us-ut","citation":"Utah Code § 48-1d-108","heading":"Partnership agreement -- Effect on third parties and relationship to records effective on behalf of partnership.","body":"(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.\n(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:\n(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\n(b) is not effective to the extent the amendment:\n(i) imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or\n(ii) prejudices the rights under Section 48-1d-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 48-1d-106(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 they reasonably rely on the record.","path":["Title 48 Unincorporated Business Entity Act","Chapter 48-1d Utah Uniform Partnership Act","Part 48-1d-1 General Provisions"],"source_url":"https://le.utah.gov/xcode/Title48/Chapter1d/48-1d-S108.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-09-03T11:34:33Z","sha256":"fe2ff62317acce9dfd9ede9d07708111616885232a2ad94f32775206855437d7","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-48-1d-107","next":"us-ut/utah-code-48-1d-109"},"notice":"GroundRules: Original legal text. Not legal advice."}