Form a Partnership in Utah
Everything you need to know about forming a Partnership in Utah. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose Your Partnership Type
Decide between a General Partnership (GP), Limited Partnership (LP), or Limited Liability Partnership (LLP). GPs require no state filing, while LPs and LLPs must file with the Utah Division of Corporations and Commercial Code.
1-2 hours
Select and Verify a Partnership Name
Search the Utah Division of Corporations name database to ensure your desired partnership name is available and complies with Utah naming rules. LPs must include 'Limited Partnership' or 'LP' in the name.
30 minutes
Designate a Registered Agent
Appoint a registered agent with a physical Utah street address who will accept legal and official documents on behalf of the partnership. The agent must be available during normal business hours.
30 minutes
Draft a Partnership Agreement
Create a written partnership agreement outlining profit/loss sharing, roles and responsibilities, decision-making authority, and dissolution procedures. While not legally required to file, this document is essential for defining partner relationships and protecting all parties.
2-5 hours
What's Next After Filing
Once your Partnership is officially formed, you'll want to complete these important steps:
- •File Certificate of Limited Partnership (LP/LLP Only) — Submit the Certificate of Limited Partnership to the Utah Division of Corporations and Commercial Code online or by mail, along with the $70 filing fee. General Partnerships are not required to file formation documents with the state.
- •Obtain an EIN and Register for State Taxes — Apply for a federal Employer Identification Number (EIN) through the IRS website at no cost, and register with the Utah State Tax Commission if the partnership will have employees or collect sales tax.
- •Obtain Required Licenses and Permits — Secure any necessary local, state, or industry-specific business licenses or permits required to operate in Utah. Check with the Utah Department of Commerce and your local city or county government for applicable requirements.
Advantages
- ✓Simple and inexpensive to form, especially General Partnerships which require no state filing in Utah
- ✓Pass-through taxation avoids double taxation — profits and losses flow directly to partners' personal tax returns
- ✓Flexible management structure with fewer formalities and administrative requirements than corporations
- ✓Limited Partnerships allow investors (limited partners) to contribute capital without participating in management or assuming personal liability
Considerations
- •General partners face unlimited personal liability for business debts and legal judgments, putting personal assets at risk
- •Partnerships dissolve upon the death, withdrawal, or bankruptcy of a general partner unless the agreement provides otherwise
- •Harder to raise outside capital compared to corporations, as partnerships cannot issue stock or easily bring in new equity investors
Annual Obligations
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