Title 48, Title 48: Unincorporated Business Entity Act

48-4-102. Application and effect of chapter. (1) This chapter applies to a benefit company organized under this chapter. (2) The existence of a provision in this chapter does not itself create an implication that a contrary or different rule of law is applicable to a limited liab…

48-4-103. Definitions. As used in this chapter: (1) "Benefit company" means a limited liability company: that elects to become subject to this chapter; and the status of which as a benefit company has not been terminated. (2) "Benefit enforcement proceeding" means a proceeding in…

48-4-104. Benefit company status. (1) A person may form a benefit company in accordance with, except the certificate of organization shall state that the limited liability company is a benefit company. Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act (2) A…

48-4-105. Benefit company name. (1) The name of a benefit company may contain the words "benefit limited liability company," "benefit limited company," or "benefit company" or the abbreviation "B.L.L.C.," "BLLC," "B.L.C.," or "BLC." "Limited" may be abbreviated as "Ltd.," and "co…

48-4-201. Company purpose. (1) In addition to the benefit company's purpose under Section, a benefit company shall have a purpose of creating general public benefit. 48-3a-104 (2) A benefit company's certificate of organization may identify one or more specific public benefits th…

48-4-301. Standard of conduct for members. (1) When discharging a duty under this chapter, each member of a member-managed benefit company: shall consider the effect of any action or inaction on: the members of the benefit company; the employees and workforce of the benefit compa…

48-4-302. Standard of conduct for managers and officers. (1) Each manager of a manager-managed benefit company shall consider the interests and factors described in Subsectionsandwhen discharging the manager's duties under this chapter and the operating agreement. 48-4-301(1) (2)…

48-4-303. Right of action. (1) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit company or a benefit company's member, manager, or officer with respect to: failure to pursue or create general public benefit or a spec…

48-4-401. Annual benefit report. (1) A benefit company shall prepare an annual benefit report that includes: a narrative description of: the ways in which the benefit company pursued the benefit company's general public benefit purpose during the year and the extent to which gene…

48-4-402. Availability of annual benefit report. (1) Each year, a benefit company shall send the benefit report described in Sectionto each member: 48-4-401 within 120 days after the day on which the benefit company's fiscal year ends; or the day on which the benefit company deli…

48-5-101. Definitions. As used in this chapter: (1) "Administrator" means a person that is appointed in a manner specified in the by-laws to make decisions for specific, predefined operations of the decentralized autonomous organization. (2) "Asset" means an item of value, whethe…

48-5-102. Governing document hierarchy -- Governing law. A decentralized autonomous organization shall be governed by the following, listed in order of primacy: (1) this act; (2) the by-laws of the decentralized autonomous organization; (3) if this act and a decentralized autonom…

48-5-103. Powers of the division. (1) The division may make, amend, or rescind a rule, form, or order when necessary to carry out this chapter. The division shall make rules in accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act. (2) The division may by rule:…

48-5-104. Legal personality. A decentralized autonomous organization that meets the requirements of this act: (1) shall be deemed a legal entity separate and distinct from the decentralized autonomous organization's members; (2) has the capacity to sue and be sued in the decentra…

48-5-105. Permitted names. (1) The name of a limited liability decentralized autonomous organization shall contain the words limited liability decentralized autonomous organization or limited decentralized autonomous organization or the abbreviation L.L.D., LLD, L.D., or LD. Limi…

48-5-106. Registered agent. Each decentralized autonomous organization shall designate a registered agent in this state in accordance with Subsectionand maintain a registered agent in the state.

48-5-107. Fees. Unless otherwise provided by statute, the division shall charge and collect a fee for services established by the division in accordance with Sectionincluding fees: (1) for issuing a certified copy of any document, instrument, or paper relating to a decentralized …

48-5-108. Certificates issued by the division. (1) Any person may apply to the division for: a certificate of existence for a decentralized autonomous organization; or a certificate that sets forth any facts of record in the division. (2) A certificate of existence or certificate…

48-5-109. Electronic documents. (1) Subject to Section, the division shall by rule permit a writing required or permitted to be filed with the division under this chapter: 48-5-107 to be delivered, mailed, or filed: in an electronic medium; or by electronic transmission; or to be…

48-5-201. Formation requirements. (1) One or more persons may act as organizers to form a decentralized autonomous organization by delivering to the division for filing a certificate of organization. At least one of the organizers of a decentralized autonomous organization shall …

48-5-202. Limited liability. (1) Except as set forth in Subsectionsand, a member: (2) (3) may only be liable for the on-chain contributions that the member has committed to the decentralized autonomous organization; may not be held personally liable for any excess liability after…

48-5-203. By-laws. (1) A decentralized autonomous organization shall adopt by-laws that establish internal organization and procedures for the decentralized autonomous organization. (2) The by-laws shall be set out in plain terms. (3) The by-laws of a decentralized autonomous org…

48-5-204. Annual report to the division. (1) A decentralized autonomous organization shall deliver to the division for filing an annual report that states: the name of the decentralized autonomous organization; and the information required by Subsection. 16-17-203(1) (2) Informat…

48-5-301. Classes of participation rights -- Membership. (1) A decentralized autonomous organization's by-laws may create multiple classes of member participation rights. (2) Where the decentralized autonomous organization has tokens providing governance powers to the token holde…

48-5-302. Voting rights. (1) The by-laws shall set out the distribution of voting rights for the classes of member participation rights in a decentralized autonomous organization. (2) The method by which these voting rights are computed and distributed shall be set out in the by-…

48-5-303. Proxies. (1) A member may be represented by a proxy. (2) The by-laws of a decentralized autonomous organization may establish the requirements for representation by proxy. (3) A proxy may exercise all rights of a member.

48-5-304. Minority rights protection. The decentralized autonomous organization shall state in the by-laws whether the decentralized autonomous organization provides minority rights protection.

48-5-305. Administrators. (1) Unless mandated in the decentralized autonomous organization's by-laws, a decentralized autonomous organization is not required to have an administrator, including a board of directors or a trustee. (2) In the absence of a provision requiring adminis…

48-5-306. Legal representation. (1) A decentralized autonomous organization shall retain a legal representative to undertake tasks that cannot be achieved on-chain. (2) Legal representation of the decentralized autonomous organization shall be carried out by the legal representat…

48-5-307. No implicit fiduciary status. A developer, member, participant, or legal representative of a decentralized autonomous organization may not be imputed to have fiduciary duties towards each other or third parties solely on account of their role, unless the developer, memb…

48-5-401. Asset subscription and payment. (1) No minimum capital requirements may apply to a decentralized autonomous organization recognized by this act. (2) If the decentralized autonomous organization wishes to maintain a minimum amount of capital, the by-laws of the decentral…

48-5-402. Meetings. (1) A decentralized autonomous organization may hold meetings as provided in the decentralized autonomous organization's by-laws. (2) Unless explicitly specified in the by-laws, meetings are not required to be in person. (3) If the by-laws include a meeting re…

48-5-403. Contentious forks in the underlying blockchain. (1) Except as provided in this section, in the event of a hard fork in the underlying permissionless blockchain: the legal representation of the decentralized autonomous organization remains on the majority chain; and any …

48-5-404. Restructuring. (1) When a decentralized autonomous organization is restructured, whether through modification, upgrade, or migration, the decentralized autonomous organization's legal personality and limited liability is retained only to the extent that: the new softwar…

48-5-405. Failure event. (1) In the case of a failure event, legal personality and limited liability are maintained to the extent necessary to protect decentralized autonomous organization members and participants from personal liability. (2) A failure event may trigger liability…

48-5-406. Taxation. (1) If a decentralized autonomous organization recognized by this act is eligible to elect to be classified as a corporation for federal tax purposes, and the decentralized autonomous organization makes that election, the decentralized autonomous organization …