Domestic Limited Partnership Formation Filing in Utah

At a glance

Requirements one by one

Agreement and formation

Utah Code § 16-19-101(15) defines the partnership agreement to include oral, implied, recorded and combined arrangements. Section 16-19-107 lets it govern internal relations and affairs, with chapter defaults where silent. Section 16-19-201(4) separately requires an effective certificate and at least two partners, including a general partner and a limited partner, for formation.

Certificate, name and agent

Under § 16-19-201(2), the certificate states the LP name, principal-office street and mailing addresses, registered-agent information, each general partner's name and street and mailing addresses, and whether the entity elects LLLP status. An ordinary LP name includes “limited partnership,” “L.P.” or “LP” under § 16-1a-303(3)(b) and must satisfy § 16-1a-302's record-distinguishability rule.

Section 16-1a-404 calls for the commercial agent's name, a noncommercial agent's name and Utah street address with different mailing address if any, or a designated service office or position and mailing address. Designating the agent affirms consent; the certificate and shared filing provisions do not prescribe a separate acceptance attachment.

Signer, fee and effective time

Section 16-19-201 requires delivery of the certificate to the Division. Shared § 16-1a-202 calls for an authorized individual or someone acting on that individual's behalf to sign and state the signer's name and capacity, if any. Under § 16-1a-208, an agent may sign and must affirm authority; an individual signer affirms material truth under penalty of perjury. The current enacted formation section does not repeat the former statute's requirement that every listed general partner sign.

The Division's published fee PDF lists $70 for an LP or LLLP certificate, checked October 1, 2026. Section 16-1a-204 makes filing the default effective time or allows a later stated date or time up to 90 days after filing. Under § 16-1a-207(4),(7), the Division delivers an acknowledged filed copy, but filing or refusal creates no presumption that its information is correct.

What trips people up

Filing and formation are distinct. The certificate's effectiveness alone is insufficient under § 16-19-201(4); the required general and limited partner minimums must also exist. The LLLP statement in § 16-19-201(2)(e) is a separate election, not a determination of any partner's liability.

Publication. The current formation and shared filing sections specify certificate delivery and filing but no newspaper publication or proof step for an ordinary LP.

Common questions

Can the certificate take effect later? Yes. Section 16-1a-204 permits a stated later time or date up to 90 days after filing; a delayed date without a time takes effect at 12:01 a.m.

Does the agent sign a separate acceptance? Section 16-1a-404(2) treats designation as the entity's affirmation of agent consent. The surveyed formation provisions do not call for an acceptance attachment.

Does filing prove the listed facts? No. Section 16-1a-207(7) says filing or refusal creates no correctness presumption.

Statutes and sources

• Utah Code § 16-19-101(15): “(15)(a) "Partnership agreement" means the agreement, whether or not referred to as a partnership agreement, and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in Subsection 16-19-107(1). (b) "Partnership agreement" includes the agreement as amended or restated.” official source (accessed 2026-10-01).
• Utah Code § 16-19-107(1)–(2): “(1) Except as otherwise provided in Subsections (3) and (4), the partnership agreement governs: (a) relations among the partners as partners and between the partners and the limited partnership; (b) the activities and affairs of the limited partnership and the conduct of those activities and affairs; and (c) the means and conditions for amending the partnership agreement. (2) To the extent the partnership agreement does not provide for a matter described in Subsection (1), this chapter governs the matter.” official source (accessed 2026-10-01).
• Utah Code § 16-19-113: “Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.” official source (accessed 2026-10-01).
• Utah Code § 16-19-201(1)–(4): “(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.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-202(1)(d),(i)–(j),(4): “(d) subject to Subsection (2), the person delivers the entity filing to the division in written form unless the division allows the electronic delivery of an entity filing; (i) an individual authorized or required under this chapter to sign the entity filing, or an individual acting on the authorized or required individual's behalf, signs the entity filing; and (j) the entity filing states the name and capacity, if any, of each individual who signs the entity filing. (4) When a person delivers an entity filing to the division for filing, the person shall pay a fee required under this chapter and any other fee, tax, interest, or penalty required by statute in a manner the division and applicable statute permit.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-204: “Except as otherwise provided in this chapter, an entity filing is effective: (1) on the day and at the time the division files the entity filing; (2) on the day and at the time specified in the entity filing as the entity filing's effective time, if the date and time specified in the entity filing is later than the time described in Subsection (1), which may not be more than 90 days after the day on which the division files the entity filing; and (3) if the entity filing specifies a delayed effective date but does not specify a time, at 12:01 a.m. on the day specified in the entity filing, which may not be more than 90 days after the day on which the division files the entity filing.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-207(3)–(4),(7): “(3) When the division files an entity filing, the division shall record the entity filing as filed on the date and time the division files the entity filing. (4) After filing an entity filing, the division shall deliver to the person making the entity filing a copy of the entity filing with an acknowledgment of the date and time of the filing. (7) The filing or refusal to file an entity filing does not: (a) affect the validity or invalidity of the entity filing in whole or in part; or (b) create a presumption that the information contained in the entity filing is correct or incorrect.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-208(1)–(2),(4): “(1) An individual, by signing an entity filing, affirms under penalty of perjury that the facts stated in the filing are true in all material respects. (2) An agent may sign a record filed under this chapter. (4) An individual that signs a record as an agent or legal representative shall affirm that the individual is authorized to sign the record.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-302(1): “(1) Except as provided in Subsection (3) or (4), the name of a domestic filing entity, the name under which a foreign entity may register to do business in this state, and a D.B.A. registered under Title 42, Chapter 2, Conducting Business as a D.B.A., shall be distinguishable on the records of the division from a: (a) name of an existing domestic filing entity that at the time is not dissolved; (b) name under which a foreign entity is registered to do business in this state under Section 16-1a-503; (c) D.B.A. registered under Title 42, Chapter 2, Conducting Business as a D.B.A.; (d) name reserved under Section 16-1a-304; or (e) name registered under Section 16-1a-305.” official source (accessed 2026-10-01).
• Utah Code § 16-1a-303(3)(b): “(b) The name of a limited partnership that is not a limited liability limited partnership: (i) shall contain: (A) the phrase "limited partnership"; or (B) the abbreviation "L.P." or "LP"; and (ii) may not contain: (A) the phrase "limited liability limited partnership" or "registered limited liability limited partnership"; or (B) the abbreviation "L.L.L.P.," "LLLP," "R.L.L.L.P.," or "RLLLP."” official source (accessed 2026-10-01).
• Utah Code § 16-1a-403: “If a provision in this chapter, other than Section 16-1a-410, requires that a record state an address, the record shall state: (1) a street address in this state; and (2) a mailing address in this state, if different from the address described in Subsection (1).” official source (accessed 2026-10-01).
• Utah Code § 16-1a-404(1)–(2): “(1) A represented entity shall sign a registered agent filing and include in the registered agent filing: (a) the name of the represented entity's commercial registered agent; or (b) if the represented entity does not have a commercial registered agent: (i) the name and address of the represented entity's noncommercial registered agent; or (ii)(A) the title of an office or other position within the represented entity where an individual holding that office or position may accept service of process, notice, or demand may accept service on behalf of the represented entity; and (B) the mailing address of the title or other position described in Subsection (1)(b)(ii)(A). (2) A represented entity, by designating a registered agent in accordance with Subsection (1)(a) or (1)(b), affirms that the designated registered agent consents to serve as a registered agent.” official source (accessed 2026-10-01).
• Utah Division FY2026 fee schedule: “Fiscal Year 2026 Fee Schedule Effective July 1, 2025 Limited partnership (LP and LLLP) - certificate of limited partnership $70” official source (accessed 2026-10-01).