Utah Code § 48-2e-805

Liability after dissolution of general partner and person dissociated as general
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partner to limited partnership, other general partners, and persons dissociated as general
partner.
(1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an
obligation under Subsection 48-2e-804(1) by an act that is not appropriate for winding up the
limited partnership's activities and affairs, the general partner is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the
obligation; and
(b) if another general partner or a person dissociated as a general partner is liable for the
obligation, to that other general partner or person for any damage caused to that other
general partner or person arising from the liability.
(2) If a person dissociated as a general partner causes a limited partnership to incur an obligation
under Subsection 48-2e-804(2), the person is liable:
(a) to the limited partnership for any damage caused to the limited partnership arising from the
obligation; and
(b) if a general partner or another person dissociated as a general partner is liable for the
obligation, to the general partner or other person for any damage caused to the general
partner or other person arising from the obligation.

Renumbered and Amended by Chapter 93, 2026 General Session
Renumbered 10/1/2026

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