Utah Partnership Agreement

Utah partnership agreements coordinate the partners that own a non-incorporated business for profit by documenting partnership requirements, liabilities, and payouts or other benefits. This details which partner has management power over the company as well as the extent of that power.

Last updated January 27th, 2025

Utah partnership agreements coordinate the partners that own a non-incorporated business for profit by documenting partnership requirements, liabilities, and payouts or other benefits. This details which partner has management power over the company as well as the extent of that power.

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Utah Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Name Availability Search It is important that all partnerships abide by Utah’s naming regulations.
Limited Partnership (LP) Certificate of Limited Partnership (Filing Fee: $70.00)
Limited Liability Partnership (LLP) Statement of Qualification Limited Liability Partnership (Filing Fee: $70.00) Instructions
Limited Liability Limited Partnership (LLLP) Register Online with Utah Business Registration

Fiduciary Duty

Duty of Loyalty:
  • Every partner that uses partnership assets or name to receive profit, properties, or benefits delivers a full “account to the partnership” of such receipts accordingly. [1]
  • A partner only represents the partnership’s interests when conducting or winding up the business and thus does not deal with the partnership in any way or on “behalf of a person” with interests that interfere with the partnership’s or prevent its success. [2]
  • All partners are restricted “from competing” directly or indirectly with their partnership’s affairs while it is in operation or before dissolution. [3]

Duty of Care:

  • Partners always remain compliant with the law in addition to avoiding “grossly negligent or reckless conduct” or any misconduct that is intentional. [4]

Partners must consistently satisfy their obligation of “good faith” whenever conducting partnership activities or completing the duties their partnership agreement requires. [5]

Partners furthering their interests must obey the requirements of their partnership agreement and Utah law so that they are not held in violation ”solely” for their interests. [6]

Liability

General partners, regardless of whether in a general or limited partnership, are potentially responsible for partnership debts and other liabilities, but exceptions such as those “agreed by the claimant” or applicable by law remain possible remedies.[7]
Persons that enter a partnership are not “personally liable” for its existing debts and liabilities since their obligations begin upon their partnership agreement’s execution.[8]
Limited liability limited partnerships maintain the obligations and liabilities of the business “solely” as a responsibility of the LLLP and not the partners so long as its registration is active and valid. [9]
A limited liability limited partnership’s “failure” to follow protocol or “formalities” does not automatically make a general partner liable for its debts and thus absorbs its liabilities. [10]
Limited partners are potentially responsible for the liabilities of a general partner whenever the general partner commits a “wrongful act or omission” that is part of the partnership’s ordinary business or while holding the approval of the partnership. [11]

State Definitions (6)

General partner means a person assumes the duties, management powers, and liabilities this role requires since they have signed the partnership agreement, are explicitly named in the business’s registration, and are not “dissociated” from the partnership through Utah law. [12]
Limited partner means the legal entity (i.e., person) currently fulfilling this role and bears the requirements of such as well as the liability protection as their partnership agreement dictates. [13]
Limited partnership means that an entity formed as such under Utah law and has met all requirements placed by the Utah Uniform Limited Partnership Act, additionally the term limited partnership “includes a limited liability limited partnership.” [14]
Limited liability limited partnership means, specifically, that a limited partnership’s certificate “states that the partnership is a limited liability limited partnership,” but this term does not apply to non-domestic or foreign limited liability partnerships. [15]
Foreign limited partnership means that a for-profit entity is unincorporated and maintains its operations only because it complies with the “law of a jurisdiction” that is not Utah’s but is classifiable as a limited partnership compared to Utah law. [16]
Foreign limited liability limited partnership means that a limited partnership that is not from, or operates in, the State of Utah legally limits a general partner’s liability for “debt, obligations, or other types of liabilities and whose jurisdiction’s laws are significantly comparable to those of Utah. [17]