Title 48, Title 48: Unincorporated Business Entity Act

48-2e-904. Amendment of foreign registration. A registered foreign limited partnership shall deliver to the division for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the foreign limited partnership; (2) the foreign limited par…

48-2e-905. Activities not constituting doing business. (1) Activities of a foreign limited partnership which do not constitute doing business in this state under this part include: maintaining, defending, mediating, arbitrating, and settling an action or proceeding; carrying on a…

48-2e-906. Noncomplying name of foreign limited partnership. (1) A foreign limited partnership whose name does not comply with Sectionmay not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies wi…

48-2e-907. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership. A registered foreign limited partnership that converts to a domestic limited liability partnership or to a domestic entity that is organized, incorporated, or otherwise…

48-2e-908. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. (1) A registered foreign limited partnership that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not organized, incorp…

48-2e-909. Transfer of registration. (1) When a registered foreign limited partnership has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the division to do business in this state, th…

48-2e-910. Termination of registration. (1) The division may terminate the registration of a registered foreign limited partnership in the manner provided in Subsectionsandif the foreign limited partnership does not: (2) (3) pay, not later than 60 days after the due date, any fee…

48-2e-911. Withdrawal of registration of registered foreign limited partnership. (1) A registered foreign limited partnership may withdraw its registration by delivering a statement of withdrawal to the division for filing. The statement of withdrawal must state: the name of the …

48-2e-912. Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this part.

48-3a-1001. Definitions. In this part: (1) "Acquired entity" means the entity, all of one or more classes or series of interests which are acquired in an interest exchange. (2) "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of …

48-3a-1002. Relationship of part to other laws. This part does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.

48-3a-1003. Required notice or approval. (1) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an intere…

48-3a-1004. Status of filings. A filing under this part signed by a domestic entity becomes part of the public organic record of the entity if the entity's organic law provides that similar filings under that law become part of the public organic record of the entity.

48-3a-1005. Nonexclusivity. The fact that a transaction under this part produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this part.

48-3a-1006. References to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whet…

48-3a-1007. Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this part by the unanimous vote or consent of its interest holders satisfies the requirements of this …

48-3a-1008. Appraisal rights. (1) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's orga…

48-3a-101. Title. This chapter may be cited as the "Utah Revised Uniform Limited Liability Company Act."

48-3a-102. Definitions. As used in this chapter: (1) "Certificate of organization" means the certificate required by Section. The term includes the certificate as amended or restated. 48-3a-201 (2) "Contribution," except in the phrase "right of contribution," means property or a …

48-3a-1021. Merger authorized. (1) By complying with Sectionsthrough: 48-3a-1021 48-3a-1026 one or more domestic limited liability companies may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and two or more foreign entities may m…

48-3a-1022. Plan of merger. (1) A domestic limited liability company may become a party to a merger under Sectionsthroughby approving a plan of merger. The plan must be in a record and contain: 48-3a-1021 48-3a-1026 as to each merging entity, its name, jurisdiction of formation, …

48-3a-1023. Approval of merger. (1) A plan of merger is not effective unless it has been approved: by a domestic merging limited liability company, by all the members of the limited liability company entitled to vote on or consent to any matter; and in a record, by each member of…

48-3a-1024. Amendment or abandonment of plan of merger. (1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic merging limited liability company may approve an amendment of a plan of merger: in…

48-3a-1025. Statement of merger. (1) A statement of merger must be signed by each merging entity and delivered to the division for filing. (2) A statement of merger must contain: the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviv…

48-3a-1026. Effect of merger. (1) When a merger becomes effective: the surviving entity continues or comes into existence; each merging entity that is not the surviving entity ceases to exist; all property of each merging entity vests in the surviving entity without transfer, rev…

48-3a-103. Knowledge -- Notice. (1) A person knows a fact if the person: has actual knowledge of it; or is deemed to know it under Subsectionor law other than this chapter. (4)(a) (2) A person has notice of a fact if the person: has reason to know the fact from all the facts know…

48-3a-1031. Interest exchange authorized. (1) By complying with Sectionsthrough: 48-3a-1031 48-3a-1036 a domestic limited liability company may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, o…

48-3a-1032. Plan of interest exchange. (1) A domestic limited liability company may be the acquired entity in an interest exchange under Sectionsthroughby approving a plan of interest exchange. The plan must be in a record and contain: 48-3a-1031 48-3a-1036 the name of the acquir…

48-3a-1033. Approval of interest exchange. (1) A plan of interest exchange is not effective unless it has been approved: by all the members of a domestic acquired limited liability company entitled to vote on or consent to any matter; and in a record, by each member of the domest…

48-3a-1034. Amendment or abandonment of plan of interest exchange. (1) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic acquired limited liability company may approve an amendment …

48-3a-1035. Statement of interest exchange. (1) A statement of interest exchange must be signed by a domestic acquired limited liability company and delivered to the division for filing. (2) A statement of interest exchange must contain: the name of the acquired limited liability…

48-3a-1036. Effect of interest exchange. (1) When an interest exchange in which the acquired entity is a domestic limited liability company becomes effective: the interests in a domestic limited liability company that are the subject of the interest exchange cease to exist or are…

48-3a-104. Nature, purpose, and duration of limited liability company. (1) A limited liability company is an entity distinct from its member or members. (2) A limited liability company may have any lawful purpose, regardless of whether for profit. (3) A limited liability company …

48-3a-1041. Conversion authorized. (1) As used in Sectionsthrough, the term "subject entity" includes a corporation, a business trust or association, a real estate investment trust, a common-law trust, or any other unincorporated business, including a general partnership, a regis…

48-3a-1042. Plan of conversion. (1) A subject entity may convert to a domestic limited liability company or a domestic limited liability company may convert to a different type of entity under Sectionsthroughby approving a plan of conversion. The plan must be in a record and cont…

48-3a-1043. Approval of conversion. (1) A plan of conversion is not effective unless it has been approved: by a domestic converting limited liability company by all the members of the limited liability company entitled to vote on or consent to any matter; and in a record, by each…

48-3a-1044. Amendment or abandonment of plan of conversion. (1) A plan of conversion of a subject entity or domestic converting limited liability company may be amended: in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be am…

48-3a-1045. Statement of conversion. (1) A statement of conversion must be signed by the converting entity and delivered to the division for filing. (2) A statement of conversion must contain: the name, jurisdiction of formation, and type of entity of the converting entity; the n…

48-3a-1046. Effect of conversion. (1) When a conversion in which the converted entity is a subject entity or domestic limited liability company becomes effective: the converted entity is: organized under and subject to this chapter; and the same entity without interruption as the…

48-3a-105. Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

48-3a-1051. Domestication authorized. (1) By complying with Sectionsthrough, a domestic limited liability company may become a foreign limited liability company if the domestication is authorized by the law of the foreign jurisdiction. 48-3a-1051 48-3a-1056 (2) By complying with …

48-3a-1052. Plan of domestication. (1) A domestic limited liability company may become a foreign limited liability company in a domestication by approving a plan of domestication. The plan must be in a record and contain: the name of the domesticating limited liability company; t…

48-3a-1053. Approval of domestication. (1) A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved: by all the members entitled to vote on or consent to any matter; and in a record, by each member that will have i…

48-3a-1054. Amendment or abandonment of plan of domestication. (1) A plan of domestication of a domestic domesticating limited liability company may be amended: in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or…

48-3a-1055. Statement of domestication. (1) A statement of domestication must be signed by the domesticating limited liability company and delivered to the division for filing. (2) A statement of domestication must contain: the name and jurisdiction of formation of the domesticat…

48-3a-1056. Effect of domestication. (1) When a domestication becomes effective: the domesticated limited liability company is: organized under and subject to the organic law of the domesticated limited liability company; and the same entity without interruption as the domesticat…