1. (1) A partnership may become a limited liability partnership in accordance with this section.
2. (2) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote or consent necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly addresses obligations to contribute to the partnership, the vote or consent necessary to amend those provisions.

3. (3) After the approval required by Subsection (2), a partnership may become a limited liability partnership by delivering to the division for filing a statement of qualification. The statement of qualification must contain:

   1. (a) the name of the limited liability partnership;
   2. (b) the street address of the limited liability partnership's principal office and, if different, the street address of an office in this state, if any;
   3. (c) the information required by Section 16-1a-404; and
   4. (d) a statement that the partnership elects to become a limited liability partnership.
4. (4) A partnership's status as a limited liability partnership remains effective, regardless of changes in the limited liability partnership, until it is canceled in accordance with Subsection (6) or administratively revoked in accordance with Section 16-18-1002.
5. (5) The status of a partnership as a limited liability partnership and the liability of its partners for the debts, obligations, or other liabilities of the partnership while it is a limited liability partnership is not affected by errors or later changes in the information required to be contained in the statement of qualification.

6. (6)

   1. (a) A limited liability partnership may amend or cancel the limited liability partnership's statement of qualification by delivering to the division for filing a statement of amendment or cancellation.

   2. (b) The statement must be consented to by all partners and state the name of the limited liability partnership and in the case of:

      1. (i) an amendment, state the amendment; and
      2. (ii) a cancellation, state that the statement of qualification is canceled.

Renumbered and Amended by Chapter 93, 2026 General Session