Utah § 48-2e-1123 Approval of merger.

Utah Statutes

§ 48-2e-1123 — Approval of merger.

Utah § 48-2e-1123

Title 48Unincorporated Business Entity Act

Ch. 48-2eUtah Uniform Limited Partnership Act

Part 48-2e-11Merger, Interest Exchange, Conversion, and Domestication

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Bluebook

Utah Code Ann. § 48-2e-1123 (2026).

Text

(1)A plan of merger is not effective unless it has been approved:

(1)(a) by a domestic merging limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and

(1)(b) in a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless:

(1)(b)(i) the partnership agreement of the limited partnership in a record provides for the approval of a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the partners; and

(1)(b)(ii) the partner consented in a record to or voted for that provision of the partnership agreement or beca

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(1) A plan of merger is not effective unless it has been approved:

(1)(a) by a domestic merging limited partnership, by all the partners of the limited partnership entitled to vote on or consent to any matter; and
(1)(b) in a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless:
(1)(b)(i) the partnership agreement of the limited partnership in a record provides for the approval of a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the partners; and
(1)(b)(ii) the partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(2) A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with its organic law.
(3) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.