Title 48, Title 48: Unincorporated Business Entity Act

48-3a-1112. 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 licen…

48-3a-112. Operating agreement -- Scope, functions, and limitations. (1) Except as otherwise provided in Subsectionsand, the operating agreement governs: (3) (4) relations among the members as members and between the members and the limited liability company; the rights and dutie…

48-3a-113. 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…

48-3a-114. Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company. (1) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or th…

48-3a-115. Delivery of record. (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission. (2) Delivery to the division is effec…

48-3a-116. 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.

48-3a-1201. Series of transferable interests. (1) An operating agreement may establish or provide for the establishment of a designated series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liab…

48-3a-1202. Notice of limitation on liability of a series. (1) Notice in a limited liability company's certificate of organization of the limitation on liabilities of a series as referenced in Subsectionis sufficient for all purposes of this part whether or not the limited liabil…

48-3a-1203. Agreement to be liable. Notwithstanding Section, 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.

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 agr…

48-3a-1205. Management of a series. (1) A series is member-managed unless the operating agreement: expressly provides that: the series is or will be "manager-managed"; the series is or will be "managed by managers"; or management of the series is or will be "vested in managers"; …

48-3a-1206. 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 Sectionand any…

48-3a-1207. 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 …

48-3a-1208. 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…

48-3a-1209. Foreign limited liability company -- Series. 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 having …

48-3a-1301. Application of this part. If a conflict arises between this part and another provision of this chapter, this part controls.

48-3a-1302. Requirements. (1) To be a low-profit limited liability company, a limited liability company shall: contain in its name the abbreviation "L3C" or "l3c"; state in its certificate of organization that it is a low-profit limited liability company; organize under this chap…

48-3a-1303. 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, the limited li…

48-3a-1304. 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, to the same extent as a limited liability company t…

48-3a-1401. 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 its subject matter among states that enact the uniform act upon which this chapter is based.

48-3a-1402. Severability clause. If any provision of this chapter or its 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 or applicati…

48-3a-1403. 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 …

48-3a-1404. Savings clause. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.

48-3a-1405. Application to existing relationships. (1) Before January 1, 2016, this chapter governs only: a limited liability company formed on or after January 1, 2014; and except as otherwise provided in Subsection (3), a limited liability company formed before January 1, 2014,…

48-3a-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…

48-3a-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, a low-profit limited liability company shall amend its certificate of organization if the limited …

48-3a-203. Signing of records to be delivered for filing to division. (1) A record delivered to the division for filing pursuant to this chapter must be signed as follows: Except as otherwise provided in Subsectionsand, a record signed on behalf of a limited liability company mus…

48-3a-204. Signing and filing pursuant to judicial order. (1) If a person required by this chapter to sign a record or deliver a record to the division for filing under this chapter does not do so, any other person that is aggrieved may petition a court with jurisdiction under, t…

48-3a-205. Filing requirements. (1) To be filed by the division pursuant to this chapter, a record must be received by the division, comply with this chapter, and satisfy the following: The filing of the record must be required or permitted by this chapter. The record must be phy…

48-3a-206. Effective time and date. Except as otherwise provided in Sectionand subject to Subsection, a record filed under this chapter is effective: (1) on the date and at the time of its filing by the division, as provided in Section; 48-3a-209 (2) on the date of filing and at …

48-3a-207. Withdrawal of filed record before effectiveness. (1) Except as otherwise provided in Sections,,, and, a record delivered to the division for filing may be withdrawn before it takes effect by delivering to the division for filing a statement of withdrawal. 48-3a-1024 48…

48-3a-208. Correcting filed record. (1) A person on whose behalf a filed record was delivered to the division for filing may correct the record if: the record at the time of filing was inaccurate; the record was defectively signed; or the electronic transmission of the record to …

48-3a-209. Duty of division to file -- Review of refusal to file -- Transmission of information by division. (1) The division shall file a record delivered to the division for filing which satisfies this chapter. The duty of the division under this section is ministerial. (2) Whe…

48-3a-210. Liability for inaccurate information in filed record. (1) If a record delivered to the division for filing under this chapter and filed by the division contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for th…

48-3a-211. Certificate of existence or registration. (1) On request of any person, the division shall issue a certificate of existence for a limited liability company or a certificate of registration for a registered foreign limited liability company. (2) A certificate under Subs…

48-3a-212. Annual report for division. (1) A limited liability company or a registered foreign limited liability company shall deliver to the division for filing an annual report that states: the name of the limited liability company or registered foreign limited liability compan…

48-3a-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…

48-3a-302. Statement of authority. (1) A limited liability company may deliver to the division for filing a statement of authority. The statement: must include the name of the limited liability company and the street and mailing addresses of its registered agent; with respect to …

48-3a-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 …

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, or other liability of the limited liability company. A member or manager is not personally liable, directly or indirectly, by wa…

48-3a-401. Becoming a member. (1) 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. That person and the organizer may be, but need not be, different pe…

48-3a-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.

48-3a-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…

48-3a-404. Sharing of and right to distributions before dissolution. (1) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply …

48-3a-405. Limitation on distributions. (1) A limited liability company may not make a distribution, including a distribution under Section, if after the distribution: 48-3a-711 the limited liability company would not be able to pay its debts as they become due in the ordinary co…

48-3a-406. Liability for improper distributions. (1) Except as otherwise provided in Subsection, 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 Sectionand in conse…