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2011 Utah Code
Title 48 Partnership
Chapter 2d Utah Uniform Limited Partnership Act
Section 404 (Effective 07/01/12) General partner's liability.
48-2d-404 (Effective 07/01/12). General partner's liability.
(1) Except as otherwise provided in Subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(2) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
(3) (a) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership.
(b) A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner.
(c) This Subsection (3) applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under Subsection 48-2d-406(2)(b).
(1) Except as otherwise provided in Subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
(2) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
(3) (a) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership.
(b) A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner.
(c) This Subsection (3) applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under Subsection 48-2d-406(2)(b).
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