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2011 Utah Code
Title 48 Partnership
Chapter 2d Utah Uniform Limited Partnership Act
Section 201 (Effective 07/01/12) Formation of limited partnership -- Certificate of limited partnership.
48-2d-201 (Effective 07/01/12). Formation of limited partnership -- Certificate of limited partnership.
(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the division for filing. The certificate must state:
(a) the name of the limited partnership, which must comply with Section 48-2d-108;
(b) the information required by Subsection 16-17-203(1);
(c) the name and the street and mailing address of each general partner;
(d) whether the limited partnership is a limited liability limited partnership; and
(e) any additional information required by Part 11, Merger, Conversion, and Domestication.
(2) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in Subsection 48-2d-110(2) in a manner inconsistent with that section.
(3) If there has been substantial compliance with Subsection (1), subject to Subsection 48-2d-206(3) a limited partnership is formed when the division files the certificate of limited partnership.
(4) Subject to Subsection (2), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
(a) the partnership agreement prevails as to partners and transferees; and
(b) the filed certificate of limited partnership, statement of dissociation, termination, or change, or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
(1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the division for filing. The certificate must state:
(a) the name of the limited partnership, which must comply with Section 48-2d-108;
(b) the information required by Subsection 16-17-203(1);
(c) the name and the street and mailing address of each general partner;
(d) whether the limited partnership is a limited liability limited partnership; and
(e) any additional information required by Part 11, Merger, Conversion, and Domestication.
(2) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in Subsection 48-2d-110(2) in a manner inconsistent with that section.
(3) If there has been substantial compliance with Subsection (1), subject to Subsection 48-2d-206(3) a limited partnership is formed when the division files the certificate of limited partnership.
(4) Subject to Subsection (2), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination, or change or filed articles of conversion or merger:
(a) the partnership agreement prevails as to partners and transferees; and
(b) the filed certificate of limited partnership, statement of dissociation, termination, or change, or articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
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