1. (1)

   1. (a) A partnership agreement may specify that an amendment to the partnership agreement requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition.
   2. (b) An amendment is ineffective if the amendment's adoption does not include the required approval or satisfy the specified condition.

2. (2)

   1. (a) The obligations of a limited partnership and the limited partnership's partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement.

   2. (b) Subject only to a court order issued under Subsection 16-19-703(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:

      1. (i) is effective with regard to any debt, obligation, or other liability of the limited partnership or the limited partnership's partners to the person in the person's capacity as a transferee or person dissociated as a partner; and
      2. (ii) is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner.
3. (3) If a record delivered by a limited partnership to the division for filing becomes effective and contains a provision that would be ineffective under Subsection 16-19-107(3) or (4)(b) if contained in the partnership agreement, the provision is ineffective in the record.

4. (4) Subject to Subsection (3), if a record delivered by a limited partnership to the division for filing becomes effective and conflicts with a provision of the partnership agreement:

   1. (a) the partnership agreement prevails as to partners, persons dissociated as partners, and transferees; and
   2. (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