Full text of Utah Utah Code § 2e-112 — Partnership agreement -- Scope, function, and limitations. (Renumbered 10/1/2026), with citation guidance and answers to common questions.
§ 2e-112. Partnership agreement -- Scope, function, and limitations. (Renumbered 10/1/2026)
Renumbered 10/1/2026
48-2e-112.
Partnership agreement -- Scope, function, and limitations.
| (1) |
Except as otherwise provided in Subsections (3) and (4), the partnership agreement governs:
| (a) |
relations among the partners as partners and between the partners and the limited partnership; |
| (b) |
the activities and affairs of the limited partnership and the conduct of those activities and affairs; and |
| (c) |
the means and conditions for amending the partnership agreement. |
|
| (2) |
To the extent the partnership agreement does not provide for a matter described in Subsection (1), this chapter governs the matter. |
| (3) |
A partnership agreement may not:
| (a) |
vary a limited partnership's capacity under Section 48-2e-105 to sue and be sued in its own name; |
| (b) |
vary the law applicable under Section 48-2e-106; |
| (c) |
vary any requirement, procedure, or other provision of this chapter pertaining to:
| (i) |
registered agents; or |
| (ii) |
the division, including provisions pertaining to records authorized or required to be delivered to the division for filing under this chapter; |
|
| (d) |
vary the provisions of Section 48-2e-204; |
| (e) |
vary the right of a general partner under Subsection 48-2e-406(2)(b) to vote on or consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; |
| (f) |
eliminate the duty of loyalty or the duty of care except as otherwise provided in Subsection (4); |
| (g) |
eliminate the contractual obligation of good faith and fair dealing under Subsections 48-2e-305(1) and 48-2e-409(4), but the partnership agreement may prescribe the standards, if not unconscionable or against public policy, by which the performance of the obligation is to be measured; |
| (h) |
relieve or exonerate a person from liability for conduct involving bad faith, willful misconduct, or recklessness; |
| (i) |
vary the information required under Section 48-2e-115 or unreasonably restrict the duties and rights under Section 48-2e-304 or 48-2e-407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use; |
| (j) |
vary the power of a person to dissociate as a general partner under Subsection 48-2e-604(1) except to require that the notice under Subsection 48-2e-603(1) be in a record; |
| (k) |
vary the causes of dissolution specified in Subsection 48-2e-801(1)(f); |
| (l) |
vary the requirement to wind up the limited partnership's activities and affairs as specified in Subsections 48-2e-802(1), (2)(a), and (4); |
| (n) |
vary the provisions of Section 48-2e-1005, but the partnership agreement may provide that the limited partnership may not have a special litigation committee; |
| (p) |
except as otherwise provided in Section 48-2e-113 and Subsection 48-2e-114(2), restrict the rights under this chapter of a person other than a partner. |
|
| (4) |
Subject to Subsection (3)(h), without limiting other terms that may be included in a partnership agreement, the following rules apply:
| (a) |
The partnership agreement may specify the method by which a specific act or transaction that would otherwise violate the duty of loyalty may be authorized or ratified by one or more disinterested and independent persons after full disclosure of all material facts. |
| (b) |
If not unconscionable or against public policy, the partnership agreement may:
| (i) |
alter or eliminate the aspects of the duty of loyalty stated in Subsection 48-2e-409(2); |
| (ii) |
identify specific types or categories of activities that do not violate the duty of loyalty; |
| (iii) |
alter the duty of care, but may not authorize intentional misconduct or knowing violation of law; and |
| (iv) |
alter or eliminate any other fiduciary duty. |
|
|
| (5) |
The court shall decide as a matter of law whether a term of a partnership agreement is unconscionable or against public policy under Subsection (3)(g) or (4)(b). The court:
| (a) |
shall make its determination as of the time the challenged term became part of the partnership agreement and by considering only circumstances existing at that time; and |
| (b) |
may invalidate the term only if, in light of the purposes, activities, and affairs of the limited partnership, it is readily apparent that:
| (i) |
the objective of the term is unconscionable or against public policy; or |
| (ii) |
the means to achieve the term's objective is unconscionable or against public policy. |
|
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Renumbered and Amended by Chapter
93, 2026 General Session
Enacted by Chapter
412, 2013 General Session
Frequently Asked Questions About Utah § 2e-112
What does Utah Code § 2e-112 cover?
Section 2e-112 ("Partnership agreement -- Scope, function, and limitations. (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 § 2e-112?
A common citation format is "Utah Code § 2e-112" (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 § 2e-112 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.
