Formation -- Certificate Of Limited Partnership And Other Filings

Utah Code tit. 16, ch. 16-19, pt. 16-19-P2

in effect

Utah Code § 16-19-201 Formation of limited partnership -- Certificate of limited partnership.

16-19-201. Formation of limited partnership -- Certificate of limited partnership. (1) To form a limited partnership, a person must deliver a certificate of limited partnership to the division for filing. (2) The certificate of limited partnership must state: (a) the name of the limited partnership, which must comply with Section 16-1a-302; (b) the street and mailing address of the limited partnership's principal office; (c) the information required by Section 16-1a-404; (d) the name and the street and mailing addresses of each general partner; and (e) whether the limited partnership is a limited liability limited partnership. (3) A certificate of limited partnership may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection 16-19-107(3) in a manner inconsistent with that Subsection (2). (4) A limited partnership is formed when: (a) the certificate of limited partnership has become effective; (b) at least two persons have become partners; (c) at least one person has become a general partner; and (d) at least one person has become a limited partner. Renumbered and Amended by Chapter 93, 2026 General Session

Utah Code § 16-19-202 Amendment of restatement of certificate of limited partnership.

16-19-202. Amendment of restatement of certificate of limited partnership. (1) A certificate of limited partnership may be amended or restated at any time. (2) To amend a limited partnership's certificate of limited partnership, a limited partnership must deliver to the division for filing an amendment stating: (a) the name of the limited partnership; (b) the date of filing of the limited partnership's initial certificate of limited partnership; and (c) the changes the amendment makes to the certificate of limited partnership as most recently amended or restated. (3) To restate a limited partnership's certificate of limited partnership, a limited partnership must deliver to the division for filing a restatement designated as such in the restatement's heading. (4) A limited partnership shall promptly deliver to the division for filing an amendment to a certificate of limited partnership to reflect: (a) the admission of a new general partner; (b) the dissociation of a person as a general partner; or (c) the appointment of a person to wind up the limited partnership's activities and affairs under Subsection 16-19-802(3) or (4). (5) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate of limited partnership was filed or has become inaccurate due to changed circumstances, the general partner shall promptly: (a) cause the certificate of limited partnership to be amended; or (b) if appropriate, deliver to the division for filing a statement of change under Section 16-1a-407 or a statement of correction under Section 16-1a-206. Renumbered and Amended by Chapter 93, 2026 General Session

Source: Utah Office of Legislative Research and General Counsel (le.utah.gov)URL: https://le.utah.gov/xcode/Title16/Chapter19/16-19-P2.html?v=C16-19-P2_2026050620261001Fetched: 10/26/2026