Full text of Utah Utah Code § 2e-801 — Events causing dissolution. (Renumbered 10/1/2026), with citation guidance and answers to common questions.
§ 2e-801. Events causing dissolution. (Renumbered 10/1/2026)
Effective 7/1/2024
Renumbered 10/1/2026
48-2e-801.
Events causing dissolution.
| (1) |
A limited partnership is dissolved, and the limited partnership's activities and affairs must be wound up, upon the occurrence of any of the following:
| (a) |
an event or circumstance that the partnership agreement states causes dissolution; |
| (b) |
the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; |
| (c) |
after the dissociation of a person as a general partner:
| (i) |
if the limited partnership has at least one remaining general partner, the vote or consent to dissolve the limited partnership not later than 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the vote or consent is to be effective; or |
| (ii) |
if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
| (A) |
consent to continue the activities and affairs of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and |
| (B) |
at least one person is admitted as a general partner in accordance with the consent; |
|
|
| (d) |
the passage of 90 consecutive days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; |
| (e) |
the passage of 90 consecutive days during which the limited partnership has only one partner, unless before the end of the period:
| (i) |
the limited partnership admits at least one person as a partner; |
| (ii) |
if the previously sole remaining partner is only a general partner, the limited partnership admits the person as a limited partner; and |
| (iii) |
if the previously sole remaining partner is only a limited partner, the limited partnership admits a person as a general partner; |
|
| (f) |
upon a petition brought by a partner, the entry of a court order dissolving the limited partnership on the grounds that:
| (i) |
the conduct of all or substantially all the limited partnership's activities and affairs is unlawful; or |
| (ii) |
it is not reasonably practicable to carry on the limited partnership's activities and affairs in conformity with the partnership agreement; or |
|
| (g) |
the signing and filing of a statement of administrative dissolution by the division under Section 48-2e-810. |
|
| (2) |
If an event occurs that imposes a deadline on a limited partnership under Subsection (1) and before the limited partnership has met the requirements of the deadline, another event occurs that imposes a different deadline on the limited partnership under Subsection (1):
| (a) |
the occurrence of the second event does not affect the deadline caused by the first event; and |
| (b) |
the limited partnership's meeting of the requirements of the first deadline does not extend the second deadline. |
|
Renumbered and Amended by Chapter
93, 2026 General Session
Amended by Chapter
401, 2023 General Session
Frequently Asked Questions About Utah § 2e-801
What does Utah Code § 2e-801 cover?
Section 2e-801 ("Events causing dissolution. (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-801?
A common citation format is "Utah Code § 2e-801" (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-801 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.
