Utah Code § 48-2e-301: Becoming limited partners.

(1) Upon formation of a limited partnership, a person becomes a limited partner as agreed among the persons that are to be the initial partners.

(2) After formation, a person becomes a limited partner:

(a) as provided in the partnership agreement;

(b) as the result of a transaction effective under Part 11, Merger, Interest Exchange, Conversion, and Domestication;

(c) with the affirmative vote or consent of all the partners; or

(d) as provided in Subsection 48-2e-801(1)(d) or (1)(e).

(3) A person may become a partner without:

(a) acquiring a transferable interest; or

(b) making or being obligated to make a contribution to the limited partnership.