INSTRUCTIONS: UTAH CERTIFICATE OF CANCELLATION FOR A LIMITED PARTNERSHIP

In order to begin practicing as a limited partnership in the state of Utah, you are required to file a registration certificate form. Once this document has taken effect, you may wish to dissolve the partnership prior to the end of the term specified on your certificate. If this is the case and all general partners agree to the dissolution, you must file the appropriate form to dissolve a limited partnership in Utah. This article discusses the certificate of cancellation which must be filed with the state's Division of Corporations & Commercial Code. The form, along with all other documents filed concerning your business, is available on their website. If you wish to amend, merge or convert your limited partnership, a different form is made available for this purpose. It is also possible to submit all of these documents online. 

Utah Certificate Of Cancellation For A Limited Partnership Step 1: The application must be either type written or printed out. Only the signatures of the general partners should be hand written.

Utah Certificate Of Cancellation For A Limited Partnership Step 2: Enter the entity number of your limited partnership in the top left corner.

Utah Certificate Of Cancellation For A Limited Partnership Step 2: Enter the name of your limited partnership above the line indicated for this purpose.

Utah Certificate Of Cancellation For A Limited Partnership Step 3: Next to "first," give the name of your limited partnership.

Utah Certificate Of Cancellation For A Limited Partnership Step 4: Next to "second," give the month, date and year on which your business was organized.

Utah Certificate Of Cancellation For A Limited Partnership Step 5: Under "third," explain in writing why this business is being dissolved.

Utah Certificate Of Cancellation For A Limited Partnership Step 6: Enter the date. All general partners must sign the form after it has been printed. If there are more than four general partners, attach additional copies of the form to include their signatures. 

Utah Certificate Of Cancellation For A Limited Partnership Step 7: The completed form must be sent to the Division of Corporations and Commercial Code at the address indicated on their website. No filing fee will be assessed. You may also file the certificate of cancellation via fax.

INSTRUCTIONS: STATEMENT OF MERGER 08-505

This document is used to announce the merger between partnerships or limited partnerships.  Parties are encouraged to use legal counsel in a merger. 

“Statement of Merger 08-505 Step 1”

In the first section, provide the name of the merging partnerships or limited partnerships.  Provide their Alaska Entity number if possible.  Provide the state of domicile for the partnership or limited partnership, even if the domicile is Alaska.  If more room is needed, attach a separate sheet with the required information. 

“Statement of Merger 08-505 Step 2”

Provide the name of the surviving partnership or limited partnership in the third box down.  Provide their Alaska entity number if applicable. 

“Statement of Merger 08-505 Step 3”

Provide the name and mailing address of the executive office for the surviving partnership or limited partnership in the fourth box down.  If the physical address is different from the mailing address, provide the street address along with the city and zip code. 

“Statement of Merger 08-505 Step 5”

In the fifth box down, provide the name and address(es) of the principal office of the partnership or limited partnership in Alaska.  After completing this section, check the appropriate box indicating whether the surviving entity is a partnership or limited partnership.

“Statement of Merger 08-505 Step 6”

A statement of merger provided by a partnership or limited partnership needs completed by at least two partners or a partner and another person with authority within the partnership.  A foreign partnership is required to attach a certified copy of the statement from the domicile.  The person who files the statement must notify all non-filing partners and all other people listed within the statement. 

“Statement of Merger 08-505 Step 7”

The signature of the partners or other authorized individuals is required at the bottom of this form along with their printed name, title, and date of signature.  The completed form requires a $25.00 filing fee.  Send the form in the address at the bottom of this form. 

“Statement of Merger 08-505 Step 8”

After the merger is completed, the surviving partnership or limited partnership can file a statement indicating the parties have merged into one surviving entity.  The statement must contain the following:

·  name of each partnership or limited partnership

·  name of surviving party

·  street address of surviving party’s chief executive office and any office in Alaska

·  whether the surviving entity is a partnership or limited partnership