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Foreign Limited Partnership

A Foreign Limited Partnership is composed of one or more general partners and one or more limited partners. The general partners manage the business and share fully in its profits and losses. Limited partners share in the profits of the business, but their losses are limited to the extent of their investment. Limited partners are usually not involved in the day-to-day operations of the business. The chief purpose of a limited partnership is to enable persons to invest their money in a business without taking an active part in managing the business, and without risking more than the sum originally contributed, while securing the cooperation of others who have ability and integrity but insufficient money.

You are always encouraged to consult an attorney to ensure appropriate consideration of all the legal implications of your choice of entity and filing. We stress that this filing website is not intended to substitute nor replace the advice of legal counsel.

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Frequently Asked Questions
    You can register a Foreign Limited Partnership online or with our office in person, by mail, fax, or email. The online process is quick and easy and the business entity will be registered within 24 hours.

    If you wish to register your Foreign Limited Partnership in-house then you can use the application. This can take up to 7 business days before it is processed.
    You can renew a Foreign Limited Partnership by renewing online. You will need to have the entity number and Renewal ID in order to renew online. If you do not have those items, you may contact our office.
    You can make changes to or update a Foreign Limited Partnership online. The changes that you make here will be updated within 1 business day. You will need your Applicant ID and entity number.
    If you do not have those items, you may contact our office. You may also obtain the Applicant ID on the website, you will just need to provide a valid email address.
    You can amend a Foreign Limited Partnership by completing the Amendment of Foreign Registration.

    You can merge or convert a Foreign Limited Partnership by submitting a Transfer of Registration along with the appropriate application for the new entity. If you are converting to a Foreign Corporation a Certificate of Good Standing/Status from the home state is also required.

    These filings are filed with the Division in duplicate with a $37.00 processing fee made payable to the State of Utah, and a return envelope to mail back the acknowledgement copy.
    You can obtain copies/certificates of a Foreign Limited Partnership by doing a Business Entity Search, then finding the entity you are looking for, then you click on the details of that entity.

    While you are looking at the details of that entity, at the bottom of the screen you have 3 options: Search for Images is the 1st option. You will need to click that button in order to search for any scanned images of that entity. The images will be emailed to an email account.

    While you are in the details page of the business entity, you have the 2nd option of ordering a certificate of existence by clicking on the Purchase Certificate of Existence Button.

    If you don't wish to order the images online, then you will need to order them inhouse which can be done in person, in writing or by fax or email. If you make a written request you may use our order form. Written requests for copies/certificates may take up to 7 business days. You may view more information concerning ordering documents.
    You can find out who the principals are of a Foreign Limited Partnership online by doing a Business Entity Search, then finding the entity you are looking for, then you click on the details of that entity. While you are looking at the details of that entity, at the bottom of the screen you have 3 options: Access Principal Information is the 3rd option. You will need to click that button in order to view the principals of that entity.

    You may also do a Registered Principal Search. If you don't want to view the principals via the website, then you may contact our office for that information.
    You can find out if the name I want to use for a Foreign Limited Partnership is available by doing a business name availability search. You may also contact our office to verify that the name you want to use is available.

    You may also conduct a business entity search to see if there are other business entities that are already registered that may have a name similar to the name that you wish to use.

    Please note that although a name may appear to be available nothing is final until the Division of Corporations and Commercial Code approves the business filing.

    You can not reinstate an expired Foreign Limited Partnership, however, you may refile a new application.
    You can fix the delinquent status on a Foreign Limited Partnership by renewing online. You will need to have the entity number and Renewal ID in order to renew online. If you do not have those items, you may contact our office.

    You can not reinstate an expired Foreign Limited Partnership, however, you may refile a new application.

Online Services
Register a new Limited Partnership
Renew a Limited Partnership
Make Changes to a Limited Partnership
Order Copies for a Limited Partnership
Purchase a Certificate of Existence for a Limited Partnership
  Laws
Utah Code -- Title 48 -- Chapter 2e -- Utah Revised Uniform Limited Partnership Act
Forms (may not be handwritten)
Foreign Registration Statement Limited Partnership
Amendment of Foreign Registration
Withdrawal of Registration of a Foreign LP
Transfer of Registration
Articles/Statement of Correction
Statement of Withdrawal for delayed dated documents
Resignation Letter
Cover Letter

Guide Sheets
Filing Instructions for Application for Foreign Limited Partnership

Misc. Information & Websites
What Constitutes "Doing Business" in Utah?
Who Must Register with the Utah Department of Commerce?
Why Register Your Business?
Utah Business Licensing & Registration Guide
How to Start a Business in Utah
Business Name Information
Tips for New Business Registrations
Business Information Website
Service of Process Information
Links to other websites
International Association of Corporation Administrators (IACA)
Workers Compensation Information
Local Business Licensing Offices

 

160 E. 300 S. 2nd Floor   Salt Lake City, UT 84111   •   Phone: 801-530-4849   •   Toll-Free: 1-877-526-3994   •   Fax: 801-530-6438   •   E-mail: corpucc@utah.gov