Utah Code § 48-2e-901: Governing law.

(1) The law of the jurisdiction of formation of a foreign limited partnership governs:

(a) the internal affairs of the foreign limited partnership; and

(b) the liability of a partner as partner for a debt, obligation, or other liability of the foreign limited partnership.

(2) A foreign limited partnership is not precluded from registering to do business in this state because of any difference between the law of its jurisdiction of formation and the law of this state.

(3) Registration of a foreign limited partnership to do business in this state does not authorize the foreign limited partnership to engage in any activities and affairs or exercise any power that a limited partnership may not engage in or exercise in this state.

(4)

(a) The division may permit a tribal limited partnership to apply for authority to transact business in the state in the same manner as a foreign limited partnership formed in another state.

(b) If a tribal limited partnership elects to apply for authority to transact business in the state, for purposes of this chapter, the tribal limited partnership shall be treated in the same manner as a foreign limited partnership formed under the laws of another state.