Title 16, Title 16: Corporations

16-20-703. Winding up. (1) A dissolved limited liability company shall wind up the limited liability company's activities and affairs. Except as otherwise provided in Section, the limited liability company only continues after dissolution for the purpose of winding up. 16-20-704 …

16-20-704. Rescinding dissolution. (1) A limited liability company may rescind the limited liability company's dissolution, unless a statement of termination applicable to the limited liability company is effective, a court has entered an order under Subsectionordissolving the li…

16-20-705. Known claims against dissolved limited liability company. (1) A dissolved limited liability company in winding up may dispose of the known claims against it by following the procedures described in this section. (2) A limited liability company in winding up, electing t…

16-20-706. Other claims against dissolved limited liability company. (1) A dissolved limited liability company may publish notice of the dissolved limited liability company dissolution and request persons having claims against the limited liability company to present them in acco…

16-20-707. Court proceedings. (1) A dissolved limited liability company that has published a notice under Sectionmay petition a court with jurisdiction under, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not…

16-20-708. Disposition of assets in winding up. (1) In winding up its activities and affairs, a limited liability company shall apply the limited liability company's assets to discharge the limited liability company's obligations to creditors, including members that are creditors…

16-20-801. Direct action by member. (1) Subject to Subsection, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests und…

16-20-802. Derivative action. 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 liability company, or the managers of a manager-managed limited liabi…

16-20-803. Proper plaintiff. A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and: (1) was a member when the conduct giving rise to the action occurred; or (2) whose statu…

16-20-804. Pleading. In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff's demand and the response by the managers or other members to the demand; or (2) why the demand should be excused as futile.

16-20-805. 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 the proceeding and determine whether …

16-20-806. Proceeds and expenses. (1) Except as otherwise provided in Subsection: (2) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and if the plaintiff rece…

16-20-901. Definitions. As used in this part: (1) "Professional services" means a personal service provided by: a public accountant holding a license under, or a subsequent law regulating the practice of public accounting; Title 58, Chapter 26a, Certified Public Accountant Licens…

16-20-902. Application of this part. (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 professional services company may not designate series…

16-20-903. Additional requirements for certificate of organization. The certificate of organization of a professional services company shall: (1) comply with Section; and 16-20-201 (2) contain the following: a name consistent with Section; 16-20-904 a description of the professio…

16-20-904. Name limitations. (1) The name of a domestic professional services company and of a foreign professional services company authorized to transact business in this state, in addition to complying with Sectionsand: 16-1a-302 16-1a-507 may not contain language stating or i…

16-20-905. Providing a professional service. (1) Subject to Section, 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. 16-20-906 (2) Subse…

16-20-906. Limit of one profession. (1) A professional services company organized to provide a professional service under this part may provide only: one specific type of professional service; and services ancillary to the professional service described in Subsection. (1)(a) (2) …

16-20-907. Activity limitations. A professional services company may not do anything that an individual licensed to practice the profession that the professional services company is organized to provide is prohibited from doing.

16-20-908. This part does not limit regulating board. This part does not restrict the authority or duty of a regulating board to license an individual providing a professional service or the practice of the profession that is within the jurisdiction of the regulating board, notwi…

16-20-909. Member or manager of a 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 jurisdiction where the member, manager, or employee…

16-20-910. Restriction on transfer by member. (1) Except as provided in Subsectionsand, a member of a professional services company may sell or transfer the member's interest in the professional services company only to: (2) (3) the professional services company; or an individual…

16-20-911. Purchase of interest upon death, incapacity, or disqualification of member. (1) Subject to this part, one or more of the following may provide for the purchase of a member's interest in a professional services company upon the death, incapacity, or disqualification of …

16-20-912. Conversion to nonprofessional company. (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: no member of the professional services company is licens…