Title 16, Business Entities

16-20-1005. Management of a series. (1) A series is member-managed unless the operating agreement: (a) expressly provides that: (i) the series is or will be "manager-managed"; (ii) the series is or will be "managed by managers"; or (iii) management of the series is or will be "ve…

16-20-1006. Series distributions. (1) Any distribution made by a series before its dissolution and winding up must be in equal shares among the series members and dissociated series members, except to the extent necessary to comply with any transfer effective under Section 16-20-…

16-20-1007. Events causing dissociation from a series. (1) Unless otherwise provided in the operating agreement, a member ceases to be associated with a series and to have the power to exercise a right or power of a member with respect to the series upon the assignment of all of …

16-20-1008. Dissolution of a series. (1) Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company. (2) The dissolution of a series does not affect the li…

16-20-1009. Foreign limited liability company -- Series. (1) A foreign limited liability company that is registered to do business in this state that is governed by an operating agreement that establishes or provides for the establishment of a series of transferable interests hav…

16-20-101. Definitions. As used in this chapter: (1)(a) "Certificate of organization" means the certificate required by Section 16-20-201. (b) "Certificate of organization" includes the certificate as amended or restated. (2) "Contribution," except in the phrase "right of contrib…

16-20-102. Knowledge -- Notice. (1) A person knows a fact if the person: (a) has actual knowledge of the fact; or (b) is deemed to know the fact 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 fac…

16-20-103. Nature, purpose, and duration of limited liability company. (1) A limited liability company is an entity distinct from the limited liability company's member or members. (2) A limited liability company may have any lawful purpose, regardless of whether for profit. (3) …

16-20-104. Powers. A limited liability company has the capacity to sue and be sued in the limited liability company's own name and the power to do all things necessary or convenient to carry on the limited liability company's activities and affairs.

16-20-105. Governing law. The law of this state governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.

16-20-106. Supplemental principles of law. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

16-20-107. Operating agreement -- Scope, functions, and limitations. (1) Except as otherwise provided in Subsections (3) and (4), the operating agreement governs: (a) relations among the members as members and between the members and the limited liability company; (b) the rights …

16-20-108. Operating agreement -- Effect on limited liability company and person becoming member -- Preformation agreement. (1) A limited liability company is bound by and may enforce the operating agreement, whether or not the limited liability company has itself manifested asse…

16-20-109. Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company. (1)(a) An operating agreement may specify that the operating agreement's amendment requires the approval of a person that is not a party to the …

16-20-110. Reservation of power to amend or repeal. The Legislature of this state has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.

16-20-1101. Application of this part. If a conflict arises between this part and another provision of this chapter, this part controls.

16-20-1102. Requirements. (1) To be a low-profit limited liability company, a limited liability company shall: (a) contain in its name the abbreviation "L3C" or "l3c"; (b) state in its certificate of organization that it is a low-profit limited liability company; (c) organize und…

16-20-1103. Ceasing to be a low-profit limited liability company. (1) If a limited liability company that is a low-profit limited liability company at its formation at any time ceases to meet a requirement to be a low-profit limited liability company under Section 16-20-1102, the…

16-20-1104. Merger, interest exchange, conversion, or domestication of a low-profit limited liability company. A low-profit limited liability company may engage in a merger, interest exchange, conversion, or domestication under Chapter 1a, Part 7, Merger, Chapter 1a, Part 8, Inte…

16-20-111. Provisions Applicable to All Business Entities applicable. Chapter 1a, Provisions Applicable to All Business Entities, applies to the provisions of this chapter.

16-20-1201. Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to this chapter's subject matter among states that enact the uniform act upon which this chapter …

16-20-1202. Severability clause. If any provision of this chapter or this chapter's application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision o…

16-20-1203. Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or supersede Section 101(c) of …

16-20-1204. Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.

16-20-1205. Application to existing relationships. (1) Before January 1, 2016, this chapter governs only: (a) a limited liability company formed on or after January 1, 2014; and (b) except as otherwise provided in Subsection (3), a limited liability company formed before January …

16-20-201. Formation of limited liability company -- Certificate of organization. (1) One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization. (2) A certificate of organization must state…

16-20-202. Amendment or restatement of certificate of organization. (1) A certificate of organization may be amended or restated at any time, except that in accordance with Section 16-20-1103, a low-profit limited liability company shall amend the low-profit limited liability com…

16-20-301. No agency powers of member as member. (1) A member is not an agent of a limited liability company solely by reason of being a member. (2) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liabili…

16-20-302. Statement of authority. (1)(a) A limited liability company may deliver to the division for filing a statement of authority. (b) The statement: (i) must include the name of the limited liability company and the street and mailing addresses of the limited liability compa…

16-20-303. Statement of denial. A person named in a filed statement of authority granting that person authority may deliver to the division for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority …

16-20-304. Liability of members and managers. (1)(a) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the limited liability company. (b) A member or manager is not personally liable, directly or indirectly…

16-20-401. Becoming a member. (1)(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the limited liability company. (b) That person and the organizer may be, but need not be, diffe…

16-20-402. Form of contribution. A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company.

16-20-403. Liability for contributions. (1) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. (2) If a person does not fulfill an obligation to make a contributio…

16-20-404. Sharing of and right to distributions before dissolution. (1) Any distributions made by a limited liability company before the limited liability company's dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the…

16-20-405. Limitation on distributions. (1) A limited liability company may not make a distribution, including a distribution under Section 16-20-708, if after the distribution: (a) the limited liability company would not be able to pay the limited liability company's debts as th…

16-20-406. Liability for improper distributions. (1) Except as otherwise provided in Subsection (2), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of Section 16-20-4…

16-20-407. 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 liabi…

16-20-408. Reimbursement, indemnification, advancement, and insurance. (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 manage…

16-20-409. Standards of conduct for members and managers. (1) A member of a member-managed limited liability company owes to the limited liability company and, subject to Subsection 16-20-801(1), the other members the duties of loyalty and care stated in Subsections (2) and (3). …

16-20-410. Rights of member, manager, and person dissociated as member to information. (1) In a member-managed limited liability company, the following rules apply: (a) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location spe…

16-20-501. Nature of transferable interest. A transferable interest is personal property.

16-20-502. Transfer of transferable interest. (1) Subject to Subsection 16-20-503(6), a transfer, in whole or in part, of a transferable interest: (a) is permissible; (b) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability com…

16-20-503. Charging order. (1)(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. (b) Except as otherwise provided in Subsectio…

16-20-504. Power of legal representative of deceased member. If a member dies, the deceased member's legal representative may exercise: (1) the rights of a transferee provided in Subsection 16-20-502(3); and (2) for the purposes of settling the estate, the rights the deceased mem…

16-20-601. Power to dissociate as member -- Wrongful dissociation. (1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under Subsection 16-20-602(1). (2) A person's dissociation as a member is wron…