Title 48, Title 48: Unincorporated Business Entity Act

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…

48-3a-407. Management of limited liability company. (1) A limited liability company is a member-managed limited liability company unless the operating agreement: expressly provides that: the limited liability company is or will be "manager-managed"; the limited liability company …

48-3a-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…

48-3a-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, the other members the duties of loyalty and care stated in Subsectionsand. 48-3a-801(1) (2) (3) (…

48-3a-410. Rights of member, manager, and person dissociated as member to information. (1) In a member-managed limited liability company, the following rules apply: On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specifi…

48-3a-501. Nature of transferable interest. A transferable interest is personal property.

48-3a-502. Transfer of transferable interest. (1) Subject to Subsection, a transfer, in whole or in part, of a transferable interest: 48-3a-503(6) is permissible; does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's a…

48-3a-503. Charging order. (1) 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. Except as otherwise provided in Subsection, a ch…

48-3a-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; and 48-3a-502(3) (2) for the purposes of settling the estate, the rights the deceased mem…

48-3a-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. 48-3a-602(1) (2) A person's dissociation as a member is wron…

48-3a-602. Events causing dissociation. A person is dissociated as a member when: (1) the limited liability company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the limited liability company ha…

48-3a-603. Effect of dissociation. (1) If a person is dissociated as a member: the person's right to participate as a member in the management and conduct of the company's activities and affairs terminates; if the limited liability company is member-managed, the person's duties a…

48-3a-701. Events causing dissolution. A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) an event, circumstance, or date that the certificate of organization or operating agreement states ca…

48-3a-702. Election to purchase in lieu of dissolution. (1) In a proceeding under Subsectionto dissolve a limited liability company, the limited liability company may elect or, if the limited liability company fails to elect, one or more members may elect to purchase the interest…

48-3a-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. 48-3a-704 …

48-3a-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…

48-3a-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…

48-3a-706. Other claims against dissolved limited liability company. (1) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the limited liability company to present them in accordance with the notice. (2) A notice…

48-3a-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…

48-3a-708. Administrative dissolution. (1) The division may commence a proceeding under Subsectionsandto dissolve a limited liability company administratively if the limited liability company does not: (2) (3) pay any fee, tax, interest, or penalty required to be paid to the divi…

48-3a-709. Reinstatement. (1) A limited liability company that is administratively dissolved under Sectionmay apply to the division for reinstatement under the limited liability company's same name at any time after the effective date of dissolution if the limited liability compa…

48-3a-710. Judicial review of denial of reinstatement. (1) If the division denies a limited liability company's application for reinstatement following administrative dissolution, the division shall serve the limited liability company with a notice in a record that explains the r…

48-3a-711. Disposition of assets in winding up. (1) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (2) After a limited liability company complies with Su…

48-3a-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…

48-3a-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…

48-3a-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…

48-3a-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.

48-3a-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 …

48-3a-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…

48-3a-901. Governing law. (1) The law of the jurisdiction of formation of a foreign limited liability company governs: the internal affairs of the foreign limited liability company; and the liability of a member as member and a manager as manager for a debt, obligation, or other …

48-3a-902. Registration to do business in this state. (1) A foreign limited liability company may not do business in this state until it registers with the division under this chapter. (2) A foreign limited liability company doing business in this state may not maintain an action…

48-3a-903. Foreign registration statement. To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the division for filing. The statement must state: (1) the name of the foreign limited liability company and, …

48-3a-904. Amendment of foreign registration statement. A registered foreign limited liability company 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 liability company; (2) t…

48-3a-905. Activities not constituting doing business. (1) Activities of a foreign limited liability company which do not constitute doing business in this state under this part include: maintaining, defending, mediating, arbitrating, or settling an action or proceeding; carrying…

48-3a-906. Noncomplying name of foreign limited liability company. (1) A foreign limited liability company 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…

48-3a-907. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership. A registered foreign limited liability company that converts to a domestic limited liability partnership or to a domestic entity that is organized, incorporated, or oth…

48-3a-908. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership. (1) A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign entity that is not organized, …

48-3a-909. Transfer of registration. (1) When a registered foreign limited liability company 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 sta…