Utah limited partnership agreement template

Utah Limited Partnership Agreement

This Utah Limited Partnership Agreement (the "Agreement") is made and effective as of [Date], by and among:

• [General Partner Name], residing at [Address], ("General Partner")
• [Limited Partner Name], residing at [Address], ("Limited Partner")
• [Additional Limited Partner Name (if any)], residing at [Address], ("Limited Partner")

(Collectively, the “Partners”).

1. Formation of Limited Partnership

• Option A: The Partners hereby form a limited partnership (the "Partnership") under the laws of the State of Utah, specifically the Utah Revised Uniform Limited Partnership Act (Utah Code § 48-2e-101 et seq.).
• Option B: The Partnership was previously formed on [Date]. This Agreement restates and amends the original agreement in its entirety.

2. Name and Place of Business

• Option A: The name of the Partnership shall be [Partnership Name], registered with the Utah Division of Corporations and Commercial Code.
• Option B: The name of the Partnership shall be determined by the General Partner, subject to availability with the Utah Division of Corporations and Commercial Code.

The principal place of business of the Partnership shall be located at [Address] in Utah.

The registered agent of the Partnership in Utah shall be [Registered Agent Name], located at [Registered Agent Address].

3. Purpose and Term

The purpose of the Partnership is to engage in the business of [Description of Business Activities] and any other lawful activity permitted under Utah law.

The term of the Partnership shall commence on the Effective Date and continue until [Date] or until dissolved in accordance with the terms of this Agreement and Utah law.

4. Partners

[General Partner Name] is the General Partner and shall have the rights, powers, and obligations as set forth in this Agreement and Utah Code § 48-2e-406.

[Limited Partner Name] is a Limited Partner and shall have the rights, powers, and obligations as set forth in this Agreement and Utah Code § 48-2e-303(2).

5. Capital Contributions

Initial Contributions:

• The General Partner shall contribute [Amount] in cash/property/[Description of Property].
• [Limited Partner Name] shall contribute [Amount] in cash/property/[Description of Property].

Additional Contributions:

• Option A: No Partner shall be required to make additional capital contributions.
• Option B: Additional capital contributions may be required upon the written request of the General Partner, subject to the approval of [Percentage]% of the Partners.

Consequences of Failure to Contribute:

• Option A: Failure to contribute shall result in a dilution of the defaulting Partner's interest.
• Option B: Failure to contribute shall result in the non-defaulting partners having the right to buy out the defaulting partner's interest.

6. Governance and Management

The General Partner shall have exclusive authority to manage the business and affairs of the Partnership, subject to the limitations set forth in this Agreement.

Limitations on General Partner Actions:

• Option A: The General Partner shall not enter into any transaction involving more than [Amount] without the consent of [Percentage]% of the Partners.
• Option B: The General Partner shall not admit a new partner without unanimous consent of all partners.

Each Partner shall have voting rights in proportion to their percentage of ownership interest in the Partnership.

Partner meetings shall be held [Frequency] or as needed, upon [Number] days' written notice.

7. Limited Partner Participation and Liability

The Limited Partners shall not participate in the day-to-day management or control of the Partnership's business.

Permitted Activities for Limited Partners:

• Consulting with the General Partner on business matters.
• Approving amendments to this Agreement.

The liability of the Limited Partners shall be limited to their capital contributions and as set forth in Utah law.

8. Records and Accounting

The Partnership shall maintain complete and accurate books and records at its principal place of business, including all items required by Utah Code § 48-2e-310.

The General Partner shall be responsible for maintaining the Partnership's books and records.

9. Allocation of Profits, Losses, and Distributions

Profits and losses shall be allocated among the Partners in proportion to their ownership interests.

Distributions shall be made to the Partners [Frequency].

The Partnership shall make tax distributions to the Partners to cover their estimated tax liabilities.

10. Tax Matters

The General Partner shall serve as the Partnership Representative for federal and Utah state tax purposes.

The Partnership shall file all necessary federal and Utah state tax returns.

11. Admission of New Partners

New partners may be admitted upon the written consent of [Percentage]% of the existing Partners.

A new partner must contribute capital as determined by the existing partners.

12. Transfer and Assignment of Interests

No Partner may transfer or assign their interest in the Partnership without the prior written consent of [Percentage]% of the other Partners.

Right of First Refusal: The other Partners shall have the right of first refusal to purchase any interest proposed to be transferred.

13. Withdrawal and Removal of Partners

Voluntary Withdrawal: A Partner may withdraw from the Partnership upon [Number] days' written notice to the other Partners, subject to the restrictions of Utah Code § 48-2e-602.

Involuntary Removal: A Partner may be removed for cause by the vote of [Percentage]% of the other Partners.

14. Indemnification and Limitation of Liability

The Partnership shall indemnify the General Partner from any liability arising out of the General Partner's actions on behalf of the Partnership, except for willful misconduct or gross negligence, consistent with Utah Code § 48-2e-408.

The Limited Partners shall not be liable for the debts or obligations of the Partnership, as set forth in Utah law.

15. Insurance

The Partnership shall maintain insurance coverage appropriate for its business activities in Utah, including general liability insurance.

16. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mandatory mediation in Utah.

If mediation is unsuccessful, the dispute shall be resolved in the state courts of Utah.

17. Amendment

This Agreement may be amended only by a written instrument signed by [Percentage]% of the Partners.

18. Dissolution and Winding Up

The Partnership shall dissolve upon the occurrence of any event specified in Utah Code § 48-2e-801 et seq.

Upon dissolution, the assets of the Partnership shall be distributed in accordance with Utah law.

19. Confidentiality, Non-Competition, and Non-Solicitation

Each Partner agrees to maintain the confidentiality of the Partnership's confidential information.

Option A: During the term of the Partnership and for [Number] years thereafter, no Partner shall compete with the Partnership.

Option B: During the term of the Partnership and for [Number] years thereafter, no Partner shall solicit employees or customers of the Partnership.

20. Miscellaneous

This Agreement constitutes the entire agreement between the parties.

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, specifically the Utah Revised Uniform Limited Partnership Act (Utah Code § 48-2e-101 et seq.).

All parties consent to electronic signatures and electronic communications.

21. Regulator and Statutory Compliance

The partnership will comply with all applicable state and local regulations.

22. Management Succession

In the event of the death, disability, or withdrawal of the General Partner, a replacement General Partner shall be selected by [Percentage]% of the remaining partners.

23. Partner Meetings and Record Keeping

The General Partner shall call for partners meeting at least [Frequency].

24. Claims by Creditors

Claims by creditors of the Partnership will be managed per Utah law.

25. Partnership Certificates

The Partnership shall issue Certificates of Partnership Interest to the Partners.

26. Acknowledgement of Disclosures

Each partner acknowledges receipt of all disclosures required by Utah statute.

27. Partner Representations and Warranties

Each Partner represents and warrants that they have the authority to enter into this Agreement.

28. Partner Loans

Partners may loan money to the partnership as needed, at an interest rate of [Percentage]%.

29. Utah-Specific Regulatory Compliance

The Partnership shall comply with all Utah-specific regulations relevant to its industry.

30. Attorney's Fees

The prevailing party in any dispute shall be entitled to recover its attorney's fees.

31. Custom Provisions

[Insert any custom provisions here]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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[General Partner Name], General Partner

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[Limited Partner Name], Limited Partner

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[Additional Limited Partner Name (if any)], Limited Partner