(1)  To form a limited partnership, a person must deliver a certificate of limited partnership to the division for filing.

Terms Used In Utah Code 48-2e-201

  • Certificate of limited partnership: means the certificate required by Section 48-2e-201. See Utah Code 48-2e-102
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 48-2e-102
  • General partner: means a person that:
(a) has become a general partner under Section 48-2e-401 or was a general partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and
(b) has not dissociated as a general partner under Section 48-2e-603. See Utah Code 48-2e-102
  • Limited partner: means a person that:
    (a) has become a limited partner under Section 48-2e-301 or was a limited partner in a limited partnership when the limited partnership became subject to this chapter under Section 48-2e-1205; and
    (b) has not dissociated under Section 48-2e-601. See Utah Code 48-2e-102
  • Limited partnership: means an entity formed under this chapter or which becomes subject to this chapter under Part 11, Merger, Interest Exchange, Conversion, and Domestication, or Section 48-2e-1205. See Utah Code 48-2e-102
  • Partner: means a limited partner or general partner. See Utah Code 48-2e-102
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Utah Code 48-2e-102
  • Principal office: means the principal executive office of a limited partnership or foreign limited partnership, whether or not the office is located in this state. See Utah Code 48-2e-102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Utah Code 48-2e-102
  • (2)  The certificate of limited partnership must state:

    (a)  the name of the limited partnership, which must comply with Section 48-2e-108;

    (b)  the street and mailing address of the limited partnership’s principal office;

    (c)  the information required by Subsection 16-17-203(1);

    (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 48-2e-112(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.

    Enacted by Chapter 412, 2013 General Session

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