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Revised Uniform Limited Partnership Act

Senator Hillyard and Reed Martineau, Uniform Law Commissioners, are directing an effort to review and prepare legislation for the possible adoption of the Revised Uniform Limited Partnership Act (“RULPA”). If adopted, RULPA will supersede Utah’s existing limited partnership statute. Please feel free to comment on this effort, RULPA, or suggested changes to RULPA or Utah's existing limited partnership statute.

The following is the link to a copy of RULPA: http://www.law.upenn.edu/bll/archives/ulc/ulpa/final2001.htm

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Comments (1)

Bradley Wm. Bowen:

I am totally opposed to adoption of the RUULCA. The entire concept of an "oral" operating agreement is fraught with so many problems and potential litigation issues that they are too numerous to list. The idea of NOT having persons who are authorized to contract on behalf of the entity registered with the Division of Corporations creates a situation where you can never know for sure if someone does, or does not have authority. I have personally represented clients where FRAUD has occurred under our current system where such information IS made public. This proposed act would open the doors to such fraud being perpetrated much easier and with much greater difficulty in pursuing guilty parties; and could embroil innocent third parties in disputes between members, managers and "partners". Getting rid of the statutory provisions regarding capital accounts is problematic in numerous respects. Utah's current statute may need "tweaking" in a few minor areas, but overall is a great statute.

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