AGENCY: Department of Commerce. Division of Corporations and Commercial Code

SERIES: 5425
TITLE: Amended and/or reinstated limited partnership agreements and certificates
DATES: 1991-
ARRANGEMENT: Numerical by partnership number

DESCRIPTION: These records document the filing of limited partnerships with the State of Utah. UCA 48-2-1 specifies that a limited partnership is "a partnership formed by two or more persons having as members one or more general partners and one or more limited partners." In addition, UCA 48-2-2 (1)(b) states that persons choosing to create a limited partnership shall "file for record the certificate in the county clerk of the county in which the principal place of business of the partnership shall be situated." The original certificate is amended or cancelled when a notarized amendment, cancellation, or court order is filed in the office of the county clerk where the certificate is recorded (UCA 48-2-25). Items included in the limited partnership and agreement and certificate comprise sixteen articles. Article I is the Formation of Limited Partnership, Article II lists the Name of Partnership, Article III states the Character of Business, and Article IV lists the Principal Place of Business. Article V gives the Names and Residences of Partners, Article VI states the Term of the partnership, Article VII declares Capital and Capital Contributions, Article VIII documents Profits and Losses, and Article IX concerns itself with the structure of Management. Article X records the procedure for the Death of a Partner, Article XI tabulates the Sale or Transfer of Partnership Interests, Article XII enumerates the Voluntary Dissolution of a partnership and Article XIII sets the criteria for the Election of General Partner. Article XIV deals with Advances, which cover the advancement of loans to the partnership, while Article XV outlines the proper method for keeping Records, Notices and Miscellaneous information about the partnership. Article XVI is a statement that the Agreement (is) to be Binding. These files also include amendments, affidavits, and cancellation of certificate of agreement. A related series is scheduled under series number 1505.

RETENTION

Retain permanently

DISPOSITION

May Transfer to Archives.

RETENTION AND DISPOSITION AUTHORIZATION

Retention and disposition for this series were specifically approved by the State Records Committee.

APPROVED: 06/1992

FORMAT MANAGEMENT

Paper: Retain in Office for 1 year after being microfilmed and then destroy provided microfilm has passed inspection.

Microfilm master: Retain in State Archives permanently.

Microfilm duplicate: Retain in Office permanently.

APPRAISAL

Administrative Historical Legal

This disposition is based on the information value of these files to document the creation of business partnerships. They also have a secondary historical value to persons researching businesses, particularly small family operations.

PRIMARY DESIGNATION

Public