Utah § 1d-902 - Winding up. (Renumbered 10/1/2026)

Full text of Utah Utah Code § 1d-902 — Winding up. (Renumbered 10/1/2026), with citation guidance and answers to common questions.

§ 1d-902. Winding up. (Renumbered 10/1/2026)

Effective 7/1/2024
Renumbered 10/1/2026
48-1d-902.  Winding up.
(1)
(a) A dissolved partnership shall wind up the partnership's activities and affairs.
(b) Except as otherwise provided in Section 48-1d-903, a partnership only continues after dissolution for the purpose of winding up.
(2) In winding up a partnership's activities and affairs, the partnership:
(a) shall discharge the partnership's debts, obligations, and other liabilities, settle and close the partnership's activities and affairs, and marshal and distribute the assets of the partnership; and
(b) may:
(i) deliver to the division for filing a statement of dissolution stating the name of the partnership and that the partnership is dissolved;
(ii) preserve the partnership's activities and affairs and property as a going concern for a reasonable time;
(iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(iv) transfer the partnership's property;
(v) settle disputes by mediation or arbitration;
(vi) deliver to the division for filing a statement of termination stating the name of the partnership and that the partnership is terminated; and
(vii) perform other acts necessary or appropriate to the winding up.
(3) A person whose dissociation as a partner resulted in dissolution may participate in winding up as if still a partner, unless the dissociation was wrongful.
(4) If a dissolved partnership does not have a partner and no person has the right to participate in winding up under Subsection (3), the personal or legal representative of the last person to have been a partner may wind up the partnership's activities and affairs. If the representative does not exercise that right, a person to wind up the partnership's activities and affairs may be appointed by the consent of transferees owning a majority of the rights to receive distributions at the time the consent is to be effective. A person appointed under this Subsection (4) has the powers of a partner under Section 48-1d-904 but is not liable for the debts, obligations, and other liabilities of the partnership solely by reason of having or exercising those powers or otherwise acting to wind up the partnership's activities and affairs.
(5) Upon a petition brought by any partner or person entitled under Subsection (3) to participate in winding up, a court may order judicial supervision of the winding up of a dissolved partnership, including the appointment of a person to wind up the partnership's activities and affairs, if:
(a) the partnership does not have a partner, and within a reasonable time following the dissolution no person has been appointed under Subsection (4); or
(b) the applicant establishes other good cause.


Renumbered and Amended by Chapter 93, 2026 General Session
Amended by Chapter 401, 2023 General Session

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Frequently Asked Questions About Utah § 1d-902

What does Utah Code § 1d-902 cover?

Section 1d-902 ("Winding up. (Renumbered 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 § 1d-902?

A common citation format is "Utah Code § 1d-902" (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 § 1d-902 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.