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Chapter 3a

Utah Revised Uniform Limited Liability Company Act

Part 1

General Provisions

48-3a-101 Title.

This chapter may be cited as the "Utah Revised Uniform Limited Liability Company Act."

Enacted by Chapter 412, 2013 General Session

48-3a-102 Definitions.

(3) "Debtor in bankruptcy" means a person that is the subject of:

(a) an order for relief under Title 11 of the United States Code or a comparable order under a

(b) a comparable order under federal, state, or foreign law governing insolvency.

(4) "Distribution" means a transfer of money or other property from a limited liability company to

a person on account of a transferable interest or in the person's capacity as a member. The

term:

(a) includes:

(i) a redemption or other purchase by a limited liability company of a transferable interest; and

(ii) a transfer to a member in return for the member's relinquishment of any right to participate

(5) "Division" means the Division of Corporations and Commercial Code.

(6) "Foreign limited liability company" means an unincorporated entity formed under the law of a

jurisdiction other than this state, which would be a limited liability company, including a low-

profit limited liability company, if formed under the law of this state.

(7) "Governing person" means a person, alone or in concert with others, by or under whose

authority the powers of the limited liability company are exercised and under whose direction

the activities and affairs of the limited liability company are managed pursuant to this chapter

and the limited liability company's operating agreement. The term includes:

(a) a manager of a manager-managed limited liability company;

(b) a member of a member-managed limited liability company; and

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(b) in the case of a limited liability partnership or foreign limited liability partnership, in which the

(10) "Limited liability company," except in the phrase "foreign limited liability company," means

an entity formed under this chapter or which becomes subject to this chapter under Part 10,

Merger, Interest Exchange, Conversion, and Domestication, or Section 48-3a-1405.

(11) "Low-profit limited liability company" means a limited liability company meeting the

requirements of Part 13, Low-Profit Limited Liability Companies.

(12) "Manager" means a person that under the operating agreement of a manager-managed

limited liability company is responsible, alone or in concert with others, for performing the

management functions stated in Subsection 48-3a-407(3).

(b) has not dissociated under Section 48-3a-602.

(15) "Member-managed limited liability company" means a limited liability company that is not a

manager-managed limited liability company.

(16) "Operating agreement" means the agreement, whether or not referred to as an operating

agreement and whether oral, implied, in a record, or in any combination thereof, of all the

members of a limited liability company, including a sole member, concerning the matters

described in Subsection 48-3a-112(1). The term includes the agreement as amended or

restated.

(17) "Organizer" means a person that acts under Section 48-3a-201 to form a limited liability

company.

limited liability company, whether or not the office is located in this state.

(20) "Professional services company" means a limited liability company organized in accordance

with Part 11, Professional Services Companies.

(21) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or

any right or interest therein.

(22) "Record," used as a noun, means information that is inscribed on a tangible medium or that is

stored in an electronic or other medium and is retrievable in perceivable form.

(23) "Registered agent" means an agent of a limited liability company or foreign limited liability

company which is authorized to receive service of any process, notice, or demand required or

permitted by law to be served on the company.

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Companies.

(26) "Sign" means, with present intent to authenticate or adopt a record:

(a) to execute or adopt a tangible symbol; or

(b) to attach to or logically associate with the record an electronic symbol, sound, or process.

States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the

(28) "Transfer" includes:

(a) an assignment;

as a member, to receive distributions from a limited liability company in accordance with the

part of the right. The term applies to any fraction of the interest by whomever owned.

(30) "Transferee" means a person to which all or part of a transferable interest has been

transferred, whether or not the transferor is a member. The term includes a person that owns a

transferable interest under Subsection 48-3a-603(1)(c).

(31) "Tribal limited liability company" means a limited liability company that is:

(a) formed under the law of a tribe; and

(b) at least 51% owned or controlled by the tribe under whose law the limited liability company is

Enacted by Chapter 412, 2013 General Session

48-3a-103 Knowledge -- Notice.

(1) A person knows a fact if the person:

(a) has actual knowledge of it; or

(b) is deemed to know it under Subsection (4)(a) or law other than this chapter.

(2) A person has notice of a fact if the person:

(a) has reason to know the fact from all the facts known to the person at the time in question; or

(b) is deemed to have notice of the fact under Subsection (4)(b).

(3) Subject to Subsection 48-3a-209(6), a person notifies another person of a fact by taking steps

reasonably required to inform the other person in ordinary course, whether or not those steps

cause the other person to know the fact.

(4) A person not a member is deemed:

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(ii) termination 90 days after a statement of termination under Subsection 48-3a-703(2)(b)(vi)

(iii) participation in a merger, interest exchange, conversion, or domestication 90 days after

(iv) abandonment of a merger, interest exchange, conversion, or domestication 90 days after

Enacted by Chapter 412, 2013 General Session

48-3a-104 Nature, purpose, and duration of limited liability company.

(3) A limited liability company has perpetual duration.

The law of this state governs:

(1) the internal affairs of a limited liability company; and

other liabilities of a limited liability company.

Enacted by Chapter 412, 2013 General Session

48-3a-107 Supplemental principles of law.

Unless displaced by particular provisions of this chapter, the principles of law and equity

supplement this chapter.

Enacted by Chapter 412, 2013 General Session

48-3a-108 Permitted names.

(1) Except as provided in Section 48-3a-1104 or 48-3a-1302, the name of a limited liability

company shall contain the words "limited liability company" or "limited company" or the

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(a) the actual name, reserved name, or fictitious or assumed name of any entity registered with

(b) any tradename, trademark, or service mark registered with the division.

(3)

(b) The division shall approve the name for which the company applies under Subsection (3)(a)

(4) A name is distinguishable from other names, trademarks, and service marks registered with the

division if the name contains one or more different words, letters, or numerals from other names

(5) The following differences are not distinguishing:

(a) the term:

(ii) "corporation";

(iii) "Inc.";

(iv) "incorporated";

(v) "professional corporation";

(viii) "P.A." or "PA";

(x) "P.L.L.C." or "PLLC";

(xii) "limited partnership";

(xiii) "limited";

(xiv) "L.P." or "LP";

(xv) "Ltd.";

(xvi) "limited liability company";

(xvii) "limited company";

(xviii) "L.C." or "LC";

(xix) "L.L.C." or "LLC";

(xx) "registered limited liability partnership";

(xxi) "R.L.L.P." or "RLLP";

(xxii) "limited liability partnership";

(xxiii) "L.L.P." or "LLP";

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(b) an abbreviation of a word listed in Subsection (5)(a);

(c) the presence or absence of the words or symbols of the words "the," "and," "a," or "plus";

(d) differences in punctuation and special characters;

(e) differences in capitalization; or

(6) The division may not approve for filing a name that implies that a limited liability company is an

agency of this state or any of the state's political subdivisions, if the limited liability company is

not actually such a legally established agency or subdivision.

(8) The name of a limited liability company or foreign limited liability company may not contain:

(a) the term:

(i) "association";

(ii) "corporation";

(iii) "incorporated";

(v) "limited partnership"; or

(vi) "L.P.";

(b) any word or abbreviation that is of like import to the words listed in Subsection (8)(a);

(c) without the written consent of the United States Olympic Committee, the words:

(iii) "Citius Altius Fortius"; or

(a) A person, other than a company formed under this chapter or a foreign company authorized

(i) "limited liability company";

(ii) "limited company";

(iii) "L.L.C.";

(iv) "L.C.";

(v) "LLC"; or

(vi) "LC".

(b) Notwithstanding Subsection (2)(a):

(i) a foreign corporation whose actual name includes the term "limited" or "Ltd." may use the

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Amended by Chapter 458, 2023 General Session

(1) A person may reserve the exclusive use of a name that complies with Section 48-3a-108 by

delivering an application to the division for filing. The application must state the name and

available, the division shall reserve the name for the applicant's exclusive use for 120 days.

Enacted by Chapter 412, 2013 General Session

(1) A foreign limited liability company not registered to do business in this state under Part 9,

Foreign Limited Liability Companies, may register its name, or an alternate name adopted

the names that are not available under Section 48-3a-108.

(2) To register its name or an alternate name adopted pursuant to Section 48-3a-906, a foreign

limited liability company's name, the jurisdiction and date of its formation, and any alternate

name adopted pursuant to Section 48-3a-906. If the division finds that the name applied for is

available, the division shall register the name for the applicant's exclusive use.

(3) The registration of a name under this section is effective for one year after the date of

registration for successive one-year periods by delivering, not earlier than three months before

the expiration of the registration, to the division for filing a renewal application that complies

with this section. When filed, the renewal application renews the registration for a succeeding

one-year period.

(5) A foreign limited liability company whose name registration is effective may register as a foreign

limited liability company under the registered name or consent in a signed record to the use of

that name by another person that is not an individual.

Enacted by Chapter 412, 2013 General Session

48-3a-111 Registered agent.

(1) Each limited liability company and each registered foreign limited liability company shall

designate in accordance with Subsection 16-17-203(1) and maintain a registered agent in this

state.

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Enacted by Chapter 412, 2013 General Session

48-3a-112 Operating agreement -- Scope, functions, and limitations.

(1) Except as otherwise provided in Subsections (3) and (4), the operating agreement governs:

(b) the rights and duties under this chapter of a person in the capacity of manager;

(c) the activities and affairs of the limited liability company and the conduct of those activities and

(c) vary any requirement, procedure, or other provision of this chapter pertaining to:

(i) registered agents; or

(ii) the division, including provisions pertaining to records authorized or required to be delivered

(d) vary the provisions of Section 48-3a-204;

(f) eliminate the contractual obligation of good faith and fair dealing under Subsection

(i) vary the causes of dissolution specified in Subsections 48-3a-701(4)(a) and (5);

(j) vary the requirement to wind up the limited liability company's activities and affairs as specified

(k) unreasonably restrict the right of a member to maintain an action under Part 8, Action by

(l) vary the provisions of Section 48-3a-805, but the operating agreement may provide that the

(m) vary the right of a member to approve a merger, interest exchange, conversion, or

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(a) The operating agreement may specify the method by which a specific act or transaction

(b) To the extent the operating agreement of a member-managed limited liability company

(5) The court shall decide as a matter of law whether a term of an operating agreement is

unconscionable or against public policy under Subsection (3)(f) or (4)(c). The court:

(a) shall make its determination as of the time the challenged term became part of the operating

(b) may invalidate the term only if, in light of the purposes, activities, and affairs of the limited

(i) the objective of the term is unconscionable or against public policy; or

(ii) the means to achieve the term's objective is unconscionable or against public policy.

48-3a-113 Operating agreement -- Effect on limited liability company and person becoming

not the limited liability company has itself manifested assent to the operating agreement.

operating agreement.

(3) Two or more persons intending to become the initial members of a limited liability company

may make an agreement providing that upon the formation of the limited liability company the

member of a limited liability company may assent to terms providing that upon the formation of

48-3a-114 Operating agreement -- Effect on third parties and relationship to records

effective on behalf of limited liability company.

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Subsection (1) may be relied upon as conclusive evidence of the facts stated in the certificate.

Amended by Chapter 149, 2018 General Session

(1) A limited liability company or a registered foreign limited liability company shall deliver to the

division for filing an annual report that states:

(a) the name of the limited liability company or registered foreign limited liability company;

(b) the information required by Subsection 16-17-203(1);

limited liability company's certificate of organization became effective or the registered foreign

(a) in the case of a limited liability company, the annual report must be delivered to the division

(4) If an annual report does not contain the information required by this section, the division

promptly shall notify the reporting limited liability company or registered foreign limited liability

information shown in the records of the division immediately before the annual report becomes

effective, the differing information in the annual report is considered a statement of change

under Section 16-17-206.

Enacted by Chapter 412, 2013 General Session

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(1) A limited liability company may deliver to the division for filing a statement of authority. The

statement:

(a) must include the name of the limited liability company and the street and mailing addresses of

(i) execute an instrument transferring real property held in the name of the limited liability

(ii) enter into other transactions on behalf of, or otherwise act for or bind, the limited liability

must deliver to the division for filing an amendment or cancellation stating:

(a) the name of the limited liability company;

(b) the street and mailing addresses of the limited liability company's registered agent;

(c) the date the statement being affected became effective; and

(d) the contents of the amendment or a declaration that the statement is canceled.

persons that are not members.

(4) Subject to Subsection (3) and Subsection 48-3a-103(4), and except as otherwise provided in

Subsections (6), (7), and (8), a limitation on the authority of a person or a position contained

in an effective statement of authority is not by itself evidence of knowledge or notice of the

contained in an effective statement of authority is conclusive in favor of a person that gives

value in reliance on the grant, except to the extent that when the person gives value:

(a) the person has knowledge to the contrary;

(c) a limitation on the grant is contained in another statement of authority that became effective

(6) Subject to Subsection (3), an effective statement of authority that grants authority to transfer

real property held in the name of the limited liability company and a certified copy of which

person that gives value in reliance on the grant without knowledge to the contrary, except to the

(a) the statement of authority has been canceled or restrictively amended under Subsection (2),

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(7) Subject to Subsection (3), if a certified copy of an effective statement of authority containing a

limitation on the authority to transfer real property held in the name of a limited liability company

is recorded in the office for recording transfers of that real property, all persons are deemed to

know of the limitation.

of any filed statement of authority for the purposes of Subsection (6) and is a limitation on

(9) After a statement of dissolution becomes effective, a limited liability company may deliver to the

division for filing and, if appropriate, may record a statement of authority that is designated as a

postdissolution statement of authority. The postdissolution statement of authority operates as

may be recorded by certified copy for purposes of Subsection (6)(a).

(1) provides the name of the limited liability company and the caption of the statement of authority

to which the statement of denial pertains; and

(2) denies the grant of authority.

Enacted by Chapter 412, 2013 General Session

48-3a-304 Liability of members and managers.

(1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation,

of the limited liability company solely by reason of being or acting as a member or manager.

(2) The failure of a limited liability company to observe formalities relating to the exercise of its

powers or management of its activities and affairs is not a ground for imposing liability on a

limited liability company.

Enacted by Chapter 412, 2013 General Session

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Part 4

Relations of Members to Each Other and to Limited Liability Company

48-3a-404 Sharing of and right to distributions before dissolution.

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(3) A person does not have a right to demand or receive a distribution from a limited liability

company in any form other than money. Except as otherwise provided in Subsection

(4) If a member or transferee becomes entitled to receive a distribution, the member or transferee

has the status of, and is entitled to all remedies available to, a creditor of the limited liability

company with respect to the distribution. However, the limited liability company's obligation to

48-3a-711, if after the distribution:

(a) the limited liability company would not be able to pay its debts as they become due in the

(b) the limited liability company's total assets would be less than the sum of its total liabilities

(2) A limited liability company may base a determination that a distribution is not prohibited under

Subsection (1) on:

(b) a fair valuation or other method that is reasonable under the circumstances.

is measured:

(i) the date money or other property is transferred or debt is incurred by the limited liability

(ii) the date the person entitled to the distribution ceases to own the interest or right being

(b) in the case of any other distribution of indebtedness, as of the date the indebtedness is

(c) in all other cases, as of the date:

(i) the distribution is authorized, if the payment occurs not later than 120 days after that date; or

(ii) the payment is made, if the payment occurs more than 120 days after the distribution is

(4) A limited liability company's indebtedness to a member or transferee incurred by reason

of a distribution made in accordance with this section is at parity with the limited liability

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could then be made under this section. If the indebtedness is issued as a distribution, each

limited liability company do not include any claim that has been disposed of under Section

been distributed without the violation of Section 48-3a-405.

(2) To the extent the operating agreement of a member-managed limited liability company

expressly relieves a member of the authority and responsibility to consent to distributions and

Subsection (1) applies to the other members and not the member that the operating agreement

(3) A person that receives a distribution knowing that the distribution violated Section 48-3a-405

is personally liable to the limited liability company but only to the extent that the distribution

received by the person exceeded the amount that could have been properly paid under Section

48-3a-405.

(a) implead any other person that is liable under Subsection (1) and seek to enforce a right of

(b) implead any person that received a distribution in violation of Subsection (3) and seek to

(5) An action under this section is barred unless commenced not later than two years after the

distribution.

Enacted by Chapter 412, 2013 General Session

48-3a-407 Management of limited liability company.

(1) A limited liability company is a member-managed limited liability company unless the operating

agreement:

(a) expressly provides that:

(i) the limited liability company is or will be "manager-managed";

(ii) the limited liability company is or will be "managed by managers"; or

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(b) Each member has equal rights in the management and conduct of the limited liability

(c) A difference arising among members as to a matter in the ordinary course of the activities of

(d) An act outside the ordinary course of the activities and affairs of the limited liability company

(e) The affirmative vote or consent of all members is required to approve a transaction under Part

(c) The affirmative vote or consent of all members is required to:

(i) approve a transaction under Part 10, Merger, Interest Exchange, Conversion, and

(ii) undertake any act outside the ordinary course of the limited liability company's activities and

(iii) amend the operating agreement.

(d) A manager may be chosen at any time by the consent of a majority of the members and

(e) A person need not be a member to be a manager, but the dissociation of a member that is

(f) A person's ceasing to be a manager does not discharge any debt, obligation, or other liability

(4) An action requiring the vote or consent of members under this chapter may be taken without a

meeting, and a member may appoint a proxy or other agent to vote, consent, or otherwise act

(5) The dissolution of a limited liability company does not affect the applicability of this section.

However, a person that wrongfully causes dissolution of the limited liability company loses the

(6) A limited liability company shall reimburse a member for an advance to the limited liability

company beyond the amount of capital the member agreed to contribute.

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liability company, except for reasonable compensation for services rendered in winding up the

(1) A limited liability company shall reimburse a member of a member-managed limited liability

company or the manager of a manager-managed limited liability company for any payment

made by the member or manager in the course of the member's or manager's activities on

(3) In the ordinary course of its activities and affairs, a limited liability company may advance

reasonable expenses, including attorney's fees and costs, incurred by a person in connection

as a member or manager, if the person promises to repay the limited liability company if the

manager of the limited liability company against liability asserted against or incurred by the

48-3a-112(3)(g), the operating agreement could not eliminate or limit the person's liability to the

Enacted by Chapter 412, 2013 General Session

48-3a-409 Standards of conduct for members and managers.

(1) A member of a member-managed limited liability company owes to the limited liability company

(2) The duty of loyalty of a member in a member-managed limited liability company includes the

duties:

(a) to account to the limited liability company and to hold as trustee for it any property, profit, or

(i) in the conduct or winding up of the limited liability company's activities and affairs;

(ii) from a use by the member of the limited liability company's property; or

(iii) from the appropriation of a limited liability company opportunity;

(b) to refrain from dealing with the limited liability company in the conduct or winding up of the

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(4) A member shall discharge the duties and obligations under this chapter or under the operating

agreement and exercise any rights consistently with the contractual obligation of good faith and

agreement solely because the member's conduct furthers the member's own interest.

(6) All the members of a member-managed limited liability company or a manager-managed limited

liability company may authorize or ratify, after full disclosure of all material facts, a specific act

or transaction that otherwise would violate the duty of loyalty.

(a) Subsections (1), (2), (3), and (7) apply to the manager or managers and not the members.

(b) The duty stated under Subsection (2)(c) continues until winding up is completed.

(c) Subsection (4) applies to managers and members.

(d) Subsection (5) applies only to members.

(e) The power to ratify under Subsection (6) applies only to the members.

(a) On reasonable notice, a member may inspect and copy during regular business hours, at a

(b) The limited liability company shall furnish to each member:

(i) without demand, any information concerning the limited liability company's activities, affairs,

(ii) on demand, any other information concerning the limited liability company's activities,

(c) The duty to furnish information under Subsection (1)(b) also applies to each member to the

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(i) the member seeks the information for a purpose reasonably related to the member's interest

(ii) the member makes a demand in a record received by the limited liability company,

(iii) the information sought is directly connected to the member's purpose.

(3) Subject to Subsection (9), on 10 days' demand made in a record received by a limited liability

company, a person dissociated as a member may have access to information to which the

person was entitled while a member if:

(a) the information pertains to the period during which the person was a member;

(b) the person seeks the information in good faith; and

(c) the person satisfies the requirements imposed on a member by Subsection (2)(b).

(4) A limited liability company shall respond to a demand made pursuant to Subsection (3) in the

reasonable costs of copying, limited to the costs of labor and material.

an agent or, in the case of an individual under legal disability, a legal representative. Any

restriction or condition imposed by the operating agreement or under Subsection (9) applies

both to the agent or legal representative and the member or person dissociated as a member.

(7) Subject to Subsection (9), the rights under this section do not extend to a person as transferee.

(8) If a member dies, Section 48-3a-504 applies.

(9) In addition to any restriction or condition stated in the operating agreement, a limited liability

company, as a matter within the ordinary course of its activities and affairs, may impose

under this section, including designating information confidential and imposing nondisclosure

reasonableness.

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enter an order directing the purchase of the applicant member's interest, upon the terms and

conditions agreed to by the parties.

(8) If the parties are unable to reach an agreement as provided for in Subsection (7), upon

application of any party, the court shall stay the proceedings under Subsection 48-3a-701(5)

and determine the fair market value of the applicant member's interest in the limited

liability company as of the day before the date on which the petition under Subsection

48-3a-701(5) was filed or as of any other date the court determines to be appropriate under the

circumstances and based on the factors the court determines to be appropriate.

(9)

(10)

(a) In allocating the applicant member's interest in the limited liability company among holders of

(c) The court may not require any electing member to purchase more of the interest in the limited

(a) Interest may be allowed at the rate and from the date determined by the court to be equitable.

48-3a-701(5), the court may award to the applicant member reasonable fees and expenses of

(13)

(a) Upon entry of an order under Subsection (7) or (9), the court shall dismiss the petition to

(b) The award is enforceable in the same manner as any other judgment.

(14)

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(15)

(a) Upon filing of a statement of dissolution, the limited liability company is dissolved and shall be

(c) The applicant member may continue to pursue any claims previously asserted on behalf of

(16) Any payment by the limited liability company pursuant to an order under Subsection (7) or

provisions of Sections 48-3a-405 and 48-3a-406.

(a) A dissolved limited liability company shall wind up the limited liability company's activities and

(b) Except as otherwise provided in Section 48-3a-704, the limited liability company only

(2) In winding up the limited liability company's activities and affairs, a limited liability company:

(b) may:

(i) deliver to the division for filing a statement of dissolution stating the name of the limited

(iv) transfer the limited liability company's property;

(vi) deliver to the division for filing a statement of termination stating the name of the limited

(vii) perform other acts necessary or appropriate to the winding up.

(3)

(a) If a dissolved limited liability company has no members, the legal representative of the last

(b) If the person does so, the person has the powers of a sole manager under Subsection

(4) If the legal representative under Subsection (3) declines or fails to wind up the limited liability

company's activities and affairs, a person may be appointed to do so by the consent of

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(b) shall promptly deliver to the division for filing an amendment to the limited liability company's

(i) that the limited liability company has no members;

(ii) the name and street and mailing addresses of the person; and

(5) A court may order judicial supervision of the winding up of a dissolved limited liability company,

including the appointment of a person to wind up the limited liability company's activities and

affairs:

(c) in connection with a proceeding under Subsection 48-3a-701(4) or (5).

statement of termination applicable to the limited liability company is effective, a court has

or the division has dissolved the limited liability company under Section 48-3a-708.

(2) Rescinding dissolution under this section requires:

(c) if a statement of dissolution applicable to the limited liability company is effective, the delivery

(3) If a limited liability company rescinds its dissolution:

(a) the limited liability company resumes carrying on its activities and affairs as if dissolution had

(b) subject to Subsection (3)(c), any liability incurred by the limited liability company after the

(c) the rights of a third party arising out of conduct in reliance on the dissolution before the third

Amended by Chapter 401, 2023 General Session

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section, may give written notice of the limited liability company's dissolution to known claimants

(a) describe the information that must be included in a claim;

(b) provide an address to which written notice of any claim must be given to the limited liability

(c) state the deadline, which may not be fewer than 120 days after the effective date of the

(d) state that, unless sooner barred by another state statute limiting actions, the claim will be

(4) Claims which are not rejected by the dissolved limited liability company in writing within 90

days after receipt of the claim by the dissolved limited liability company shall be considered

(5) The failure of the dissolved limited liability company to give notice to any known claimant

by any other known claimant.

(6) This section does not apply to a claim based on an event occurring after the effective date of

dissolution or a liability that on that date is contingent.

having claims against the limited liability company to present them in accordance with the

notice.

(2) A notice under Subsection (1) must:

(a) be published at least once in a newspaper of general circulation in the county in this state

(b) describe the information required to be contained in a claim, state that the claim must be in

(c) state that a claim against the limited liability company is barred unless an action to enforce the

(3) If a dissolved limited liability company publishes a notice in accordance with Subsection (2),

the claim of each of the following claimants is barred unless the claimant commences an action

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(c) a claimant whose claim is contingent at, or based on an event occurring after, the effective

(4) A claim not barred under this section or Section 48-3a-705 may be enforced:

(a) against a dissolved limited liability company, to the extent of its undistributed assets; and

Enacted by Chapter 412, 2013 General Session

48-3a-707 Court proceedings.

(b) Security is not required for any claim that is or is reasonably anticipated to be barred under

(2) No later than 10 days after the filing of an application under Subsection (1), the dissolved

limited liability company shall give notice of the proceeding to each claimant holding a

(a) In any proceeding under this section, the court may appoint a guardian ad litem to represent

(b) The reasonable fees and expenses of the guardian, including all reasonable expert witness

(4) A dissolved limited liability company that provides security in the amount and form ordered by

the court under Subsection (1) satisfies the limited liability company's obligations with respect

to claims that are contingent, have not been made known to the limited liability company, or are

based on an event occurring after the effective date of dissolution, and such claims may not be

enforced against a member or transferee that received assets in liquidation.

Amended by Chapter 401, 2023 General Session

48-3a-708 Administrative dissolution.

(1) The division may commence a proceeding under Subsections (2) and (3) to dissolve a limited

liability company administratively if the limited liability company does not:

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(2) If the division determines that one or more grounds exist for administratively dissolving a limited

liability company, the division shall serve the limited liability company with notice in a record of

division's determination.

(3) If a limited liability company, not later than 60 days after service of the notice under Subsection

ground determined by the division, the division shall administratively dissolve the limited liability

company by signing a statement of administrative dissolution that recites the grounds for

dissolution and the effective date of dissolution. The division shall file the statement and serve

(1) A limited liability company that is administratively dissolved under Section 48-3a-708 may apply

to the division for reinstatement under the limited liability company's same name at any time

after the effective date of dissolution if the limited liability company's name is available and the

limited liability company delivers to the division for filing an application for reinstatement that

states:

(a) the name of the limited liability company at the time of its administrative dissolution and, if

(c) the effective date of the limited liability company's administrative dissolution; and

(2) A limited liability company administratively dissolved under Section 48-3a-708 on or after

company delivers to the division for filing an application for reinstatement that satisfies the

(3) A limited liability company retains the limited liability company's name and assumed name, as

described in Section 42-2-6.6, for five years after the day on which the dissolution is effective.

(4) To be reinstated, a limited liability company must pay all fees, taxes, interest, and penalties that

were due to the division at the time of its administrative dissolution and all fees, taxes, interest,

administratively dissolved.

(5) If the division determines that an application under Subsection (1) or (2) contains the

information required by Subsection (1) or (2), is satisfied that the information is correct, and

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(b) file the statement of reinstatement; and

(c) serve a copy of the statement of reinstatement on the limited liability company.

(6) When reinstatement under this section is effective, the following rules apply:

(a) The reinstatement relates back to and takes effect as of the effective date of the

(b) The limited liability company may resume its activities and affairs as if the administrative

(c) The rights of a person arising out of an act or omission in reliance on the dissolution before

(2) A limited liability company may seek judicial review of denial of reinstatement in the district

court not later than 30 days after service of the notice of denial.

Enacted by Chapter 412, 2013 General Session

(1) In winding up its activities and affairs, a limited liability company shall apply its assets to

discharge its obligations to creditors, including members that are creditors.

(2) After a limited liability company complies with Subsection (1), any surplus must be distributed in

the following order, subject to any charging order in effect under Section 48-3a-503:

(b) in equal shares among members and dissociated members, except to the extent necessary to

(3) If a limited liability company does not have sufficient surplus to comply with Subsection (2)(a),

(4) All distributions made under Subsections (2) and (3) must be paid in money.

Enacted by Chapter 412, 2013 General Session

Part 8

Action by Members

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(2) A member maintaining a direct action under this section must plead and prove an actual or

threatened injury that is not solely the result of an injury suffered or threatened to be suffered by

the limited liability company.

A member may maintain a derivative action to enforce a right of a limited liability company if:

(1) the member first makes a demand on the other members in a member-managed limited

that they cause the limited liability company to bring an action to enforce the right, and the

(1) was a member when the conduct giving rise to the action occurred; or

(2) whose status as a member devolved on the person by operation of law or pursuant to the terms

to the demand; or

Enacted by Chapter 412, 2013 General Session

48-3a-805 Special litigation committee.

(1) If a limited liability company is named as or made a party in a derivative proceeding, the limited

liability company may appoint a special litigation committee to investigate the claims asserted in

liability company. If the limited liability company appoints a special litigation committee, on

cause shown, the court shall stay discovery for the time reasonably necessary to permit the

committee to make its investigation. This Subsection (1) does not prevent the court from:

(a) enforcing a person's right to information under Section 48-3a-410; or

(b) granting extraordinary relief in the form of a temporary restraining order or preliminary

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(i) by the consent of a majority of the members not named as parties in the proceeding; and

(ii) if all members are named as parties in the proceeding, by a majority of the members named

(b) in a manager-managed limited liability company:

(ii) if all managers are named as parties in the proceeding, by a majority of the managers

(4) After appropriate investigation, a special litigation committee may determine that it is in the best

interests of the limited liability company that the proceeding:

determine whether the members of the committee were disinterested and independent and

court finds that the members of the committee were disinterested and independent and that the

(a) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or

(b) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the limited

(2) If a derivative action is successful in whole or in part, the court may award the plaintiff

reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the

limited liability company.

(3) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or

settled without the court's approval.

Enacted by Chapter 412, 2013 General Session

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(b) the liability of a member as member and a manager as manager for a debt, obligation, or

(2) A foreign limited liability company is not precluded from registering to do business in this state

because of any difference between the law of the jurisdiction of formation and the law of this

state.

(3) Registration of a foreign limited liability company to do business in this state does not authorize

the foreign limited liability company to engage in any activities or affairs or exercise any power

(4)

(1) A foreign limited liability company may not do business in this state until it registers with the

division under this chapter.

proceeding in this state unless it is registered to do business in this state.

(3) The failure of a foreign limited liability company to register to do business in this state does not

impair the validity of a contract or act of the foreign limited liability company or preclude it from

defending an action or proceeding in this state.

register under this chapter.

Enacted by Chapter 412, 2013 General Session

48-3a-903 Foreign registration statement.

To register to do business in this state, a foreign limited liability company must deliver a foreign

registration statement to the division for filing. The statement must state:

(1) the name of the foreign limited liability company and, if the name does not comply with Section

48-3a-108, an alternate name adopted pursuant to Subsection 48-3a-906(1);

(2) that the company is a foreign limited liability company;

(3) the name of the foreign limited liability company's jurisdiction of formation;

(4) the street and mailing addresses of the foreign limited liability company's principal office and, if

the law of the jurisdiction of formation requires the foreign limited liability company to maintain

an office in that jurisdiction, the street and mailing addresses of the required office; and

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(30) "Protected agreement" means:

(a) a record evidencing indebtedness and any related agreement in effect on January 1, 2014;

(b) an agreement that is binding on an entity on January 1, 2014;

(d) an agreement that is binding on any of the governors or interest holders of an entity on

(31) "Public organic record" means the record the filing of which by the division is required to form

an entity and any amendment to or restatement of that record. The term includes:

pursuant to a record filed by the division.

(33) "Statement of conversion" means a statement under Section 48-3a-1045.

(34) "Statement of domestication" means a statement under Section 48-3a-1055.

(35) "Statement of interest exchange" means a statement under Section 48-3a-1035.

(36) "Statement of merger" means a statement under Section 48-3a-1025.

(38) "Type of entity" means a generic form of entity:

(a) recognized at common law; or

(b) formed under an organic law, whether or not some entities formed under that organic law are

Enacted by Chapter 412, 2013 General Session

48-3a-1002 Relationship of part to other laws.

requirements of, law other than this chapter.

Enacted by Chapter 412, 2013 General Session

48-3a-1003 Required notice or approval.

(1) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a

governmental agency or officer of this state to be a party to a merger must give the notice or

(2) Property held for a charitable purpose under the law of this state by a domestic or foreign

entity immediately before a transaction under this part becomes effective may not, as a result

of the transaction, be diverted from the objects for which it was donated, granted, devised,

or otherwise transferred unless, to the extent required by or pursuant to the law of this state

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obligation that would govern property if transferred to the nonsurviving entity applies to property

A filing under this part signed by a domestic entity becomes part of the public organic record of

Enacted by Chapter 412, 2013 General Session

48-3a-1005 Nonexclusivity.

48-3a-1006 References to external facts.

48-3a-1007 Alternative means of approval of transactions.

of a transaction under this part by the unanimous vote or consent of its interest holders satisfies

Enacted by Chapter 412, 2013 General Session

48-3a-1008 Appraisal rights.

(1) An interest holder of a domestic merging, acquired, converting, or domesticating entity is

entitled to appraisal rights in connection with the transaction if the interest holder would have

which the interest of the interest holder was changed, converted, or exchanged unless:

(a) the organic law permits the organic rules to limit the availability of appraisal rights; and

(b) the organic rules provide such a limit.

(2) An interest holder of a domestic merging, acquired, converting, or domesticating entity is

entitled to contractual appraisal rights in connection with a transaction under this part to the

extent provided in:

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48-3a-1021 Merger authorized.

(1) By complying with Sections 48-3a-1021 through 48-3a-1026:

(a) one or more domestic limited liability companies may merge with one or more domestic or

(b) two or more foreign entities may merge into a domestic limited liability company.

(2) By complying with the provisions of Sections 48-3a-1021 through 48-3a-1026 applicable to

foreign entities, a foreign entity may be a party to a merger under Sections 48-3a-1021 through

48-3a-1026 or may be the surviving entity in such a merger if the merger is authorized by the

Enacted by Chapter 412, 2013 General Session

48-3a-1022 Plan of merger.

(a) as to each merging entity, its name, jurisdiction of formation, and type of entity;

(b) if the surviving entity is to be created in the merger, a statement to that effect and the entity's

(c) the manner of converting the interests in each party to the merger into interests, securities,

(d) if the surviving entity exists before the merger, any proposed amendments to its public

(f) the other terms and conditions of the merger; and

provision not prohibited by law.

Enacted by Chapter 412, 2013 General Session

48-3a-1023 Approval of merger.

(1) A plan of merger is not effective unless it has been approved:

(a) by a domestic merging limited liability company, by all the members of the limited liability

(b) in a record, by each member of a domestic merging limited liability company that will have

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(2) A merger involving a domestic merging entity that is not a limited liability company is not

effective unless the merger is approved by that entity in accordance with its organic law.

(3) A merger involving a foreign merging entity is not effective unless the merger is approved by

(i) the amount or kind of interests, securities, obligations, money, other property, rights to

(ii) the public organic record, if any, or private organic rules of the surviving entity that will

(iii) any other terms or conditions of the plan, if the change would adversely affect the member

(4) If a plan of merger is abandoned after a statement of merger has been delivered to the division

becomes effective. The statement of abandonment takes effect on filing, and the merger is

(a) the name of each party to the plan of merger;

(b) the date on which the statement of merger was delivered to the division for filing; and

(c) a statement that the merger has been abandoned in accordance with this section.

48-3a-1025 Statement of merger.

(1) A statement of merger must be signed by each merging entity and delivered to the division for

filing.

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(c) a statement that the merger was approved by each domestic merging entity, if any, in

(d) if the surviving entity exists before the merger and is a domestic filing entity, any amendment

(e) if the surviving entity is created by the merger and is a domestic filing entity, its public organic

(f) if the surviving entity is created by the merger and is a domestic limited liability partnership, its

(5) A plan of merger that is signed by all the merging entities and meets all the requirements of

Subsection (2) may be delivered to the division for filing instead of a statement of merger and

references in this part to a statement of merger refer to the plan of merger filed under this

(1) When a merger becomes effective:

(c) all property of each merging entity vests in the surviving entity without transfer, reversion, or

(d) all debts, obligations, and other liabilities of each merging entity are debts, obligations, and

(e) except as otherwise provided by law or the plan of merger, all the rights, privileges,

(f) if the surviving entity exists before the merger:

(i) all its property continues to be vested in it without transfer, reversion, or impairment;

(ii) it remains subject to all its debts, obligations, and other liabilities; and

(iii) all its rights, privileges, immunities, powers, and purposes continue to be vested in it;

(g) the name of the surviving entity may be substituted for the name of any merging entity that is

(h) if the surviving entity exists before the merger:

(i) its public organic record, if any, is amended as provided in the statement of merger; and

(ii) its private organic rules that are to be in a record, if any, are amended to the extent provided

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(2) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger

a dissolution, liquidation, or winding up of the merging entity.

(3) When a merger becomes effective, a person that did not have interest holder liability with

respect to any of the merging entities and becomes subject to interest holder liability with

respect to a domestic entity as a result of the merger has interest holder liability only to the

(b) The person does not have interest holder liability under the organic law of the domestic

(c) The organic law of the domestic merging entity continues to apply to the release, collection,

(d) The person has whatever rights of contribution from any other person as are provided by law

with process in this state for the collection and enforcement of any debts, obligations, or other

liabilities of a domestic merging entity as provided in Section 16-17-301.

(6) When a merger becomes effective, the registration to do business in this state of any foreign

Enacted by Chapter 412, 2013 General Session

48-3a-1031 Interest exchange authorized.

(1) By complying with Sections 48-3a-1031 through 48-3a-1036:

(a) a domestic limited liability company may acquire all of one or more classes or series

(b) all of one or more classes or series of interests of a domestic limited liability company may

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law of the foreign entity's jurisdiction of formation.

(3) If a protected agreement contains a provision that applies to a merger of a domestic limited

liability company but does not refer to an interest exchange, the provision applies to an interest

exchange in which the domestic limited liability company is the acquired entity as if the interest

exchange were a merger until the provision is amended after January 1, 2014.

Enacted by Chapter 412, 2013 General Session

must be in a record and contain:

(d) any proposed amendments to the certificate of organization or operating agreement that are,

(e) the other terms and conditions of the interest exchange; and

(2) In addition to the requirements of Subsection (1), a plan of interest exchange may contain any

other provision not prohibited by law.

(a) by all the members of a domestic acquired limited liability company entitled to vote on or

(b) in a record, by each member of the domestic acquired limited liability company that will have

(i) the operating agreement of the limited liability company in a record provides for the approval

(ii) the member consented in a record to or voted for that provision of the operating agreement

(2) An interest exchange involving a domestic acquired entity that is not a limited liability company

is not effective unless it is approved by the domestic entity in accordance with its organic law.

(3) An interest exchange involving a foreign acquired entity is not effective unless it is approved by

the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

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48-3a-1034 Amendment or abandonment of plan of interest exchange.

(1) A plan of interest exchange may be amended only with the consent of each party to the plan,

except as otherwise provided in the plan.

exchange:

(a) in the same manner as the plan was approved, if the plan does not provide for the manner in

(b) by the managers or members of the domestic acquired limited liability company in the manner

(iii) any other terms or conditions of the plan, if the change would adversely affect the member

exchange becomes effective, the plan may be abandoned as provided in the plan. Unless

the same manner as the plan was approved.

(4) If a plan of interest exchange is abandoned after a statement of interest exchange has been

division for filing before the statement of interest exchange becomes effective. The statement

of abandonment takes effect on filing, and the interest exchange is abandoned and does not

become effective. The statement of abandonment must contain:

(b) the date on which the statement of interest exchange was delivered to the division for filing;

(c) a statement that the interest exchange has been abandoned in accordance with this section.

Enacted by Chapter 412, 2013 General Session

48-3a-1035 Statement of interest exchange.

(1) A statement of interest exchange must be signed by a domestic acquired limited liability

company and delivered to the division for filing.

(2) A statement of interest exchange must contain:

(a) the name of the acquired limited liability company;

(b) the name, jurisdiction of formation, and type of entity of the acquiring entity;

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(3) In addition to the requirements of Subsection (2), a statement of interest exchange may contain

any other provision not prohibited by law.

(4) A plan of interest exchange that is signed by a domestic acquired limited liability company and

meets all the requirements of Subsection (2) may be delivered to the division for filing instead

of a statement of interest exchange and on filing has the same effect. If a plan of interest

exchange is filed as provided in this Subsection (4), references in this part to a statement of

interest exchange refer to the plan of interest exchange filed under this Subsection (4).

(b) the acquiring entity becomes the interest holder of the interests in the acquired limited liability

(c) the certificate of organization of the acquired limited liability company is amended as provided

(2) Except as otherwise provided in the operating agreement of a domestic acquired limited liability

company, the interest exchange does not give rise to any rights that a member, manager, or

third party would have upon a dissolution, liquidation, or winding up of the acquired limited

liability with respect to a domestic acquired limited liability company and becomes subject to

interest holder liability with respect to a domestic entity as a result of the interest exchange has

interest holder liability only to the extent provided by the organic law of the entity and only for

those debts, obligations, and other liabilities that arise after the interest exchange becomes

effective.

(4) When an interest exchange becomes effective, the interest holder liability of a person that

ceases to hold an interest in a domestic acquired limited liability company with respect to which

(a) The interest exchange does not discharge any interest holder liability to the extent the interest

(b) The person does not have interest holder liability for any debt, obligation, or other liability that

(c) The person has whatever rights of contribution from any other person as are provided by

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(1) As used in Sections 48-3a-1041 through 48-3a-1046, the term "subject entity" includes a

corporation, a business trust or association, a real estate investment trust, a common-law trust,

or any other unincorporated business, including a general partnership, a registered limited

liability partnership, a limited partnership, a nonprofit corporation, or a foreign company.

through 48-3a-1046.

(3) By complying with Sections 48-3a-1041 through 48-3a-1046, a domestic limited liability

company may become:

(a) a domestic entity that is a different type of entity; or

liability company but does not refer to a conversion, the provision applies to a conversion of the

Amended by Chapter 227, 2015 General Session

(1) A subject entity may convert to a domestic limited liability company or a domestic limited

liability company may convert to a different type of entity under Sections 48-3a-1041 through

48-3a-1046 by approving a plan of conversion. The plan must be in a record and contain:

(a) the name of the converting subject entity or limited liability company;

(d) the proposed public organic record of the converted entity if it will be a filing entity;

(f) the other terms and conditions of the conversion; and

(g) any other provision required by the law of this state or the operating agreement of the

(2) In addition to the requirements of Subsection (1), a plan of conversion may contain any other

provision not prohibited by law.

48-3a-1043 Approval of conversion.

(1) A plan of conversion is not effective unless it has been approved:

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constitute or cause the dissolution of the company.

Enacted by Chapter 412, 2013 General Session

(i) an optometrist holding a license under Title 58, Chapter 16a, Utah Optometry Practice Act, or

(j) an osteopathic physician or surgeon holding a license under Title 58, Chapter 68, Utah

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(o) a podiatric physician holding a license under Title 58, Chapter 5a, Podiatric Physician

(p) a psychologist holding a license under Title 58, Chapter 61, Psychologist Licensing Act, or

(r) a clinical or certified social worker holding a license under Title 58, Chapter 60, Part 2, Social

(2) "Regulating board" means the entity organized pursuant to state law that licenses and regulates

the practice of the profession that a limited liability company is organized to provide.

(1) If a conflict arises between this part and another provision of this chapter, this part controls.

(2) Notwithstanding the other provisions of this part, on and after January 1, 2016:

(a) a professional services company may not designate series of transferable interests; and

Enacted by Chapter 412, 2013 General Session

48-3a-1103 Additional requirements for certificate of organization.

The certificate of organization of a professional services company shall:

(1) comply with Section 48-3a-201; and

(2) contain the following:

(a) a name consistent with Section 48-3a-1104;

(b) a description of the profession to be practiced through the professional services company;

(c) notwithstanding Section 48-3a-201, the name and street address of each member or manager

Enacted by Chapter 412, 2013 General Session

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(i) its certificate of organization; or

(ii) Section 48-3a-1106;

(b) must conform with any rule made by the regulating board having jurisdiction over a

(c) in lieu of the requirement of Subsection 48-3a-108(1), must contain the words "professional

(i) its certificate of organization; and

the abbreviations "P.L.L.C." or "PLLC" if that name complies with Subsection 48-3a-108(1).

(b) the name of an individual who was associated with a predecessor of the professional services

(1) Subject to Section 48-3a-1106, a professional services company may provide a professional

service in this state only through an individual licensed or otherwise authorized in this state to

provide the professional service.

(c) prohibit an individual licensed in another state from providing a professional service for a

Enacted by Chapter 412, 2013 General Session

(1) A professional services company organized to provide a professional service under this part

may provide only:

(a) one specific type of professional service; and

(b) services ancillary to the professional service described in Subsection (1)(a).

(2) A professional services company organized to provide a professional service under this part

may not engage in a business other than to provide:

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(b) invest the professional services company's money in one or more of the following:

(i) real estate;

(ii) mortgages;

(iv) bonds; or

(v) another type of investment.

A professional services company may not do anything that an individual licensed to practice the

regulating board, notwithstanding that the individual:

(1) is a member, manager, or employee of a professional services company; or

professional services company.

A professional services company organized to provide a professional service:

(1) may include a member, manager, or employee who is authorized under the laws of the

service to the extent allowed by the applicable licensing or registration act relating to the

(3) may render a professional service in this state only through a member, manager, or employee

who is licensed or registered by this state to render the professional service.

(1) Except as provided in Subsections (2) and (3), a member of a professional services company

may sell or transfer the member's interest in the professional services company only to:

(a) the professional services company; or

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interest in the professional services company may be transferred to the personal representative

(3) The person to whom an interest is transferred under Subsection (2) may continue to hold the

interest for a reasonable period, but may not participate in a decision concerning the providing

of a professional service.

shall purchase the interest of a member who is deceased, incapacitated, or no longer qualified

the professional services company is notified of the death, incapacity, or disqualification.

(3) If a professional services company purchases a member's interest under Subsection (2), the

professional services company shall purchase the interest at a price that is the reasonable fair

market value as of the date of death, incapacity, or disqualification.

(4) If a professional services company fails to purchase a member's interest as required by

Subsection (2) at the end of the 90-day period described in Subsection (2), the following

persons may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial

Administration, to enforce Subsection (2):

(c) the disqualified member.

(a) award the person bringing the action the reasonable fair market value of the interest; or

(6) If a person described in Subsections (4)(a) through (c) is successful in an action under

Subsection (4), the court shall award the person reasonable attorney's fees and costs.

Amended by Chapter 401, 2023 General Session

(1) A professional services company subject to this part converts into a limited liability company

subject to this chapter, but not subject to this part on the day on which:

(a) no member of the professional services company is licensed or registered for the professional

(b) all members entitled to vote on or consent to any matter consent not to be a professional

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professional services company:

(a) upon at least one member of the limited liability company being licensed or registered for the

(b) each member of the limited liability company entitled to vote on or consent to any matter

(4) If a professional services company is converted or reconverted under this section, the

professional services company shall file a certificate of amendment to the certificate of

organization with the division within a reasonable time after the conversion or reconversion to

Enacted by Chapter 412, 2013 General Session

48-3a-1201 Series of transferable interests.

property or obligations of the limited liability company or profits and losses associated with

such series may have a separate business purpose or investment objective. The name of each

(e) notice of the limitation on liability of the series is set forth in the limited liability company's

(3) A series meeting all of the conditions of Subsection (2) shall:

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(b) a tax or other liability of the limited liability company generally or of a series may not be

(a) a professional services company may not designate a series of transferable interests; and

(b) a limited liability company may not form a professional services company as a series of the

(6) Except to the extent modified by this part, the provisions of this chapter which are generally

applicable to each series with respect to the operations of such a series.

(a) Notice in a limited liability company's certificate of organization of the limitation on liabilities of

(b) For a certificate of organization or an amendment to a certificate of organization made to

(2) The notice of a limitation on liability of a series as referenced in Subsection 48-3a-1201(2)(e) is

not required to reference a specific series.

Amended by Chapter 227, 2015 General Session

48-3a-1203 Agreement to be liable.

Notwithstanding Section 48-3a-304, or a contrary provision in an operating agreement, a

member or manager may agree to be obligated personally for any or all of the debts, obligations, or

liabilities of one or more series.

Enacted by Chapter 412, 2013 General Session

48-3a-1204 Series related provisions in operating agreement.

(1) An operating agreement may provide for classes or groups of members or managers

associated with a series having such relative rights, powers, and duties as the operating

agreement may provide.

(2) The operating agreement may provide for the future creation of additional classes or groups

of members or managers associated with the series having such relative rights, powers, and

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operating agreement a class or group of the series of membership interests that was not

(4) An operating agreement may provide that any member or class or group of members

(5) An operating agreement may grant to all or certain identified members or managers or a

specified class or group of the members or managers associated with a series the right to

associated with the series. Voting by members or managers associated with a series may be

on any basis including:

(1) A series is member-managed unless the operating agreement:

(a) expressly provides that:

(i) the series is or will be "manager-managed";

(iii) management of the series is or will be "vested in managers"; or

(b) includes words of similar import.

(2) In a member-managed series, unless modified pursuant to Section 48-3a-1204, the following

rules apply:

(c) A difference arising among series members as to a matter in the ordinary course of the

(d) An act outside the ordinary course of the activities of the series may be undertaken only with

(e) The operating agreement may be amended only with the consent of all members of the

(3) In a manager-managed series, the following rules apply:

(a) Except as otherwise expressly provided in this chapter, any matter relating to the activities of

(b) Each series manager has equal rights in the management and conduct of the activities of the

(c) A difference arising among managers of a series as to a matter in the ordinary course of the

(d) Unless modified pursuant to Section 48-3a-1204, the consent of all members of the series is

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(iii) undertake any other act outside the ordinary course of the series' activities; and

(iv) amend the operating agreement as it pertains to the series.

(e) A manager of the series may be chosen at any time by the consent of a majority of the

(f) A person need not be a series member to be a manager of a series, but the dissociation of a

member's agent.

(5) The dissolution of a series does not affect the applicability of this section. However, a person

that wrongfully causes dissolution of the series loses the right to participate in management as

member-managed series, except for reasonable compensation for services rendered in winding

48-3a-1206 Series distributions.

(1) Any distribution made by a series before its dissolution and winding up must be in equal shares

(2) A person has a right to a distribution before the dissolution and winding up of a series only if the

series decides to make an interim distribution. A person's dissociation with respect to a series

does not entitle the person to a distribution.

(3) A person does not have a right to demand or receive a distribution from a series in any form

other than money. Except as otherwise provided in Subsection 48-3a-711(3), a series may

person receives a percentage of the asset equal in value to the person's share of distributions.

(4) If a series member or transferee becomes entitled to receive a distribution, the series member

or transferee has the status of, and is entitled to all remedies available to, a creditor of the

series with respect to the distribution. However, the series' obligation to make a distribution is

subject to offset for any amounts owed to the series by the member or a person dissociated as

a member on whose account the distribution is made.

Utah Code

on financial statements prepared on the basis of accounting practices and principles that are

the circumstances.

(7) Except as otherwise provided in Subsection (9), the effect of a distribution under Subsection (5)

(8) A series' indebtedness to a series member incurred by reason of a distribution made in

accordance with this section is at parity with the series' indebtedness to its general, unsecured

(9) A series' indebtedness, including indebtedness issued in connection with or as part of a

provide that payment of principal and interest are made only to the extent that a distribution

could be made to members of the series under this section. If such indebtedness is issued

as a distribution, each payment of principal or interest on the indebtedness is treated as a

distribution, the effect of which is measured on the date the payment is made.

series member of the authority and responsibility to consent to distributions and imposes that

Subsection (10) applies to the other members of the series and not the member of the series

(12) A person that receives a distribution from a series knowing that the distribution to that person

was made in violation of this section is personally liable to the limited liability company but only

been properly paid under this section.

(13) A person against which an action is commenced because the person is liable under

Subsection (10) may:

(a) implead any other person that is liable under Subsection (10) and seek to compel contribution