7-1-810. Limited liability companies.
(1) Notwithstanding any other provision of this title and subject to Subsection, if the conditions of this section are met, the following may be organized as or convert to a limited liability company under: (8) Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act an industrial bank chartered under; Chapter 8, Industrial Banks an industrial loan company as defined in Section; or 7-8-21 any of the following if the institution is an S Corporation, as defined in Section 1361, Internal Revenue Code, immediately before becoming a limited liability company: a bank chartered under; or Chapter 3, Banks a depository institution holding company.
(2) Before an institution described in Subsectionmay organize as or convert to a limited liability company, the institution shall obtain approval of the commissioner. (1) To obtain the approval under this section from the commissioner, the institution shall file a request for approval with the commissioner at least 30 days before the day on which the institution becomes a limited liability company. If the commissioner does not disapprove the request for approval within 30 days from the day on which the commissioner receives the request, the request is considered approved. When taking action on a request for approval filed under this section, the commissioner may: approve the request; approve the request subject to terms and conditions the commissioner considers necessary; or disapprove the request.
(3) To approve a request for approval, the commissioner shall find: for an institution described in Subsectionthat is required to be insured by a federal deposit insurance agency, that the institution: (1) will operate in a safe and sound manner; has the following characteristics: the institution is not subject to automatic termination, dissolution, or suspension upon the happening of some event other than the passage of time; the exclusive authority to manage the institution is vested in a board of managers or directors that: is elected or appointed by the owners; is not required to have owners of the institution included on the board; possesses adequate independence and authority to supervise the operation of the institution; and operates with substantially the same rights, powers, privileges, duties, and responsibilities as the board of directors of a corporation; neither state law, nor the institution's operating agreement, bylaws, or other organizational documents provide that an owner of the institution is liable for the debts, liabilities, and obligations of the institution in excess of the amount of the owner's investment; and neither state law, nor the institution's operating agreement, bylaws, or other organizational documents require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights; and the institution is able to obtain new investment funding if needed to maintain adequate capital; and is able to comply with all legal and regulatory requirements for an insured depository institution under applicable federal and state law; and for an institution described in Subsectionthat is not required to be insured by a federal deposit insurance agency, that the institution will operate in a safe and sound manner. (1)
(4) An institution described in Subsectionthat is organized as a limited liability company shall maintain the characteristics listed in Subsectionduring such time as it is authorized to conduct business under this title as a limited liability company. (3)(a) (3)(a)(ii)
(5) All rights, privileges, powers, duties, and obligations of an institution described in Subsectionthat is organized as a limited liability company and its members and managers shall be governed by, except: (1) Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act the following do not apply to an institution that is described in Subsection: (3)(a) Section; 48-3a-111 Section; 48-3a-113 Section; 48-3a-201 Section; 48-3a-401 Subsectionsand; 48-3a-407(1) (3)(c) Section; 48-3a-410 Subsection; 48-3a-502(1)(c); Title 48, Chapter 3a, Part 6, Dissociation Section; and 48-3a-701; and Title 48, Chapter 3a, Part 9, Foreign Limited Liability Companies as otherwise provided in this title. Notwithstanding Subsection, for an institution that is described in Subsection: (5)(a) (3)(a) for purposes of transferring a member's interests in the institution, a member's interest in the institution shall be treated like a share of stock in a corporation; and if a member's interest in the institution is transferred voluntarily or involuntarily to another person, the person who receives the member's interest shall obtain the member's entire rights associated with the member's interest in the institution including: all economic rights; and all voting rights. An institution described in Subsectionmay not by agreement or otherwise change the application of Subsectionto the institution. (3)(a) (5)(a)
(6) Unless the context requires otherwise, for the purpose of applying this title to an institution described in Subsectionthat is organized as a limited liability company: (1) a citation to, includes the equivalent citation to; Title 16, Chapter 10a, Utah Revised Business Corporation Act Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act "articles of incorporation" includes a limited liability company's certificate of organization as that term is used in Section; 48-3a-201 "board of directors" includes one or more persons who have, with respect to an institution described in Subsection, authority substantially similar to that of a board of directors of a corporation; (1) "bylaws" includes a limited liability company's operating agreement as that term is defined in Section; 48-3a-201 "corporation" includes a limited liability company organized under; Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act "director" includes any of the following of a limited liability company: a manager; a director; or other person who has with respect to the institution described in Subsection, authority substantially similar to that of a director of a corporation; (1) "dividend" includes distributions made by a limited liability company under; Title 48, Chapter 3a, Part 4, Relations of Members to Each Other and to Limited Liability Company "incorporator" includes an organizer of a limited liability company as provided in; Title 48, Chapter 3a, Part 2, Formation -- Certificate of Organization and Other Filings "officer" includes any of the following of an institution described in Subsection: (1) an officer; or other person who has with respect to the institution described in Subsectionauthority substantially similar to that of an officer of a corporation; (1) "security," "shares," or "stock" of a corporation includes: a membership interest in a limited liability company as provided in; and Title 48, Chapter 3a, Part 4, Relations of Members to Each Other and to Limited Liability Company a certificate or other evidence of an ownership interest in a limited liability company; and "shareholder" or "stockholder" includes an owner of an interest in an institution described in Subsectionincluding a member as provided in. (1) Title 48, Chapter 3a, Part 4, Relations of Members to Each Other and to Limited Liability Company
(7) In accordance with, the commissioner shall make rules governing the form of a request for approval filed under this section. Title 63G, Chapter 3, Utah Administrative Rulemaking Act
(8) A depository institution organized under the laws of this state may not be organized as or converted to a series of transferable interests in a limited liability company as provided in. Title 48, Chapter 3a, Part 12, Series Limited Liability Companies