effective on behalf of partnership. (1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (2) The obligations of a partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under Subsection 48-1d-604(2)(b) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (a) is effective with regard to any debt, obligation, or other liability of the partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (b) is not effective to the extent the amendment: (i) imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner; or (ii) prejudices the rights under Section 48-1d-801 of a person that dissociated as a partner before the amendment was made. (3) If a record delivered by a partnership to the division for filing becomes effective under this chapter and contains a provision that would be ineffective under Subsection 48-1d-106(3) or (4) (b) if contained in the partnership agreement, the provision is ineffective in the record. (4) Subject to Subsection (3), if a record delivered by a partnership to the division for filing becomes effective under this chapter and conflicts with a provision of the partnership agreement: (a) the partnership agreement prevails as to partners, persons dissociated as partners, and transferees; and (b) the record prevails as to other persons to the extent they reasonably rely on the record. Renumbered and Amended by Chapter 93, 2026 General Session Repealed 10/1/2026
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