Utah Code
Page 2
(8) "Jurisdiction," used to refer to a political entity, means the United States, a state, a foreign
country, or a political subdivision of a foreign country.
(9) "Jurisdiction of formation" means, with respect to an entity, the jurisdiction:
(a) under whose law the entity is formed; or
(b) in the case of a limited liability partnership or foreign limited liability partnership, in which the
partnership's statement of qualification is filed.
(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).
(13) "Manager-managed limited liability company" means a limited liability company that qualifies
under Subsection 48-3a-407(1).
(14) "Member" means a person that:
(a) has become a member of a limited liability company under Section 48-3a-401 or was a
member in a company when the company became subject to this chapter under Section
48-3a-1405; and
(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.
(18) "Person" means an individual, business corporation, nonprofit corporation, partnership,
limited partnership, limited liability company, limited cooperative association, unincorporated
nonprofit association, statutory trust, business trust, common-law business trust, estate, trust,
association, joint venture, public corporation, government or governmental subdivision, agency,
or instrumentality, or any other legal or commercial entity.
(19) "Principal office" means the principal executive office of a limited liability company or foreign
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.