§ 48-2a-101. Definitions.

     As used in this chapter, unless the context otherwise requires:

(1) "Certificate of limited partnership" means:

(a) a certificate referred to in Section 48-2a-201; and

(b) a certificate as amended or restated.

(2) "Contribution" means any of the following that a partner contributes to a limited partnership in the partner's capacity as a partner:

(a) cash;

(b) property;

(c) a service rendered; or

(d) a promissory note or other binding obligation to:

(i) contribute cash;

(ii) contribute property; or

(iii) perform a service.

(3) "Division" means the Division of Corporations and Commercial Code of the Department of Commerce.

(4) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in Section 48-2a-402.

(5) "Foreign limited partnership" means a partnership:

(a) formed under the laws of a state other than this state; and

(b) having as partners:

(i) one or more general partners; and

(ii) one or more limited partners.

(6) "General partner" means a person who is:

(a) admitted to a limited partnership as a general partner in accordance with the partnership agreement; and

(b) named in the certificate of limited partnership as a general partner.

(7) "Limited partner" means a person who is admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(8) "Limited partnership" and "domestic limited partnership" mean a partnership:

(a) formed by two or more persons under the laws of this state; and

(b) having:

(i) one or more general partners; and

(ii) one or more limited partners.

(9) "Partner" means a limited or a general partner.

(10) "Partnership agreement" means a valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(11) "Partnership interest" means:

(a) a partner's share of the profits and losses of a limited partnership; and

(b) the right to receive distributions of partnership assets.

(12) "Person" means an individual, general partnership, limited partnership, limited association, domestic or foreign trust, estate, association, or corporation.

(13) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

(14) "Subject entity" means a corporation, business trust or association, a real estate investment trust, a common-law trust, or another unincorporated business, including a limited liability company, a general partnership, a registered limited liability partnership, or a foreign limited partnership.

(15) "Tribe" means a tribe, band, nation, pueblo, or other organized group or community of Indians, including an Alaska Native village, that is legally recognized as eligible for and is consistent with a special program, service, or entitlement provided by the United States to Indians because of their status as Indians.

(16) "Tribal limited partnership" means a limited partnership:

(a) formed under the law of a tribe; and

(b) that is at least 51% owned or controlled by the tribe.

Amended by Chapter 249, 2008 General Session