Limited Liability Partnerships

Utah Code tit. 16, ch. 16-18, pt. 16-18-P10

in effect

Utah Code § 16-18-1001 Statement of qualification.

16-18-1001. Statement of qualification. (1) A partnership may become a limited liability partnership in accordance with this section. (2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the vote or consent necessary to amend those provisions. (3) After the approval required by Subsection (2), a partnership may become a limited liability partnership by delivering to the division for filing a statement of qualification. The statement of qualification must contain: (a) the name of the limited liability partnership; (b) the street address of the limited liability partnership's principal office and, if different, the street address of an office in this state, if any; (c) the information required by Section 16-1a-404; and (d) a statement that the partnership elects to become a limited liability partnership. (4) A partnership's status as a limited liability partnership remains effective, regardless of changes in the limited liability partnership, until it is canceled in accordance with Subsection (6) or administratively revoked in accordance with Section 16-18-1002. (5) The status of a partnership as a limited liability partnership and the liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification. (6) (a) A limited liability partnership may amend or cancel the limited liability partnership's statement of qualification by delivering to the division for filing a statement of amendment or cancellation. (b) The statement must be consented to by all partners and state the name of the limited liability partnership and in the case of: (i) an amendment, state the amendment; and (ii) a cancellation, state that the statement of qualification is canceled. Renumbered and Amended by Chapter 93, 2026 General Session

Utah Code § 16-18-1002 Administrative revocation of statement of qualification.

16-18-1002. Administrative revocation of statement of qualification. (1) The division may commence a proceeding under Subsections (2) and (3) to revoke the statement of qualification of a limited liability partnership administratively if the limited liability partnership does not: (a) pay any fee, tax, or penalty required to be paid to the division not later than 60 days after it is due; (b) deliver an annual report to the division not later than 60 days after it is due; or (c) have a registered agent in this state for 60 consecutive days. (2) If the division determines that one or more grounds exist for administratively revoking a statement of qualification, the division shall serve the limited liability partnership with notice in a record of the division's determination. (3) (a) If a limited liability partnership, not later than 60 days after service of the notice is effected under Subsection (2), does not cure each ground for revocation or demonstrate to the satisfaction of the division that each ground determined by the division does not exist, the division shall administratively revoke the statement of qualification by signing a statement of administrative revocation that recites the grounds for revocation and the effective date of the revocation. (b) The division shall file the statement and serve a copy on the limited liability partnership in accordance with Section 16-1a-207. (4) An administrative revocation under Subsection (3) affects only a partnership's status as a limited liability partnership and is not an event causing dissolution of the partnership. (5) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of the limited liability partnership's registered agent. 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/Chapter18/16-18-P10.html?v=C16-18-P10_2026050620261001Fetched: 10/26/2026