Utah § 16-19-409 - Standards of conduct for general partners. (Effective 10/1/2026)
Full text of Utah Utah Code § 16-19-409 — Standards of conduct for general partners. (Effective 10/1/2026), with citation guidance and answers to common questions.
§ 16-19-409. Standards of conduct for general partners. (Effective 10/1/2026)
16-19-409. Standards of conduct for general partners.
| (1) | A general partner owes to the limited partnership and, subject to Subsection 16-19-901(1), the other partners the duties of loyalty and care stated in Subsections (2) and (3). |
| (3) | The duty of care of a general partner in the conduct or winding up of the limited partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. |
| (4) | A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. |
| (5) | A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest. |
| (6) | All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty. |
| (7) | It is a defense to a claim under Subsection (2)(b) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership. |
| (8) | If, as permitted by Subsection (6) or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by Subsection (2)(b), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner. |
Renumbered and Amended by Chapter 93, 2026 General Session
Source: official Utah text · Last verified 2026-08-27
Frequently Asked Questions About Utah § 16-19-409
What does Utah Code § 16-19-409 cover?
Section 16-19-409 ("Standards of conduct for general partners. (Effective 10/1/2026)") is part of the Utah Code, the codified statutory law of Utah. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Utah § 16-19-409?
A common citation format is "Utah Code § 16-19-409" (Utah). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Utah law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Utah official source linked on this page or consult a licensed Utah attorney.
How does Utah § 16-19-409 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Utah can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Utah.