Title 48 Chapter 2c

Title 48Partnership - Unincorporated Business Entities (Download: PDF | RTF | WordPerfect)
Chapter 2cUtah Revised Limited Liability Company Act (Download: PDF | RTF | WordPerfect)
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Section 100 Scope of chapter.
Section 101 Title.
Section 102 Definitions.
Section 103 Application of partnership provisions.
Section 104 Separate legal entity.
Section 105 Purpose.
Section 106 Name -- Exclusive right.
Section 107 Limited liability company name -- Limited rights.
Section 108 Reservation of name.
Section 109 Transaction of business outside state.
Section 110 Powers.
Section 113 Inspection of records by members and managers.
Section 114 Scope of inspection right.
Section 115 Court-ordered inspection.
Section 116 Member or manager as a party to proceedings.
Section 118 Waiver of notice.
Section 119 Transaction of members or managers with company.
Section 120 Articles of organization and operating agreement.
Section 121 Scope of notice.
Section 122 Statement of person named as manager or member.
Section 201 Place for filings.
Section 202 Record of filings.
Section 203 Annual report.
Section 204 Signing of documents filed with division.
Section 205 Penalty for signing false documents.
Section 206 Powers of the division.
Section 207 Filing requirements.
Section 208 Effective time and date of filed documents.
Section 209 Correcting filed documents.
Section 210 Filing duty of division.
Section 211 Appeal from division's refusal to file document.
Section 212 Evidentiary effect of copy of filed document.
Section 213 Certificates issued by the division.
Section 214 Fees.
Section 305 Director of division as agent for service of process -- Records of process served.
Section 309 Service on withdrawn foreign company.
Section 311 Venue for action against foreign company.
Section 401 Organizer.
Section 402 Formation of company.
Section 403 Articles of organization.
Section 404 Prefiling activities.
Section 405 When amendment to articles of organization required.
Section 406 Actions not requiring amendment.
Section 407 Authority to amend articles of organization.
Section 408 Certificate of amendment to articles of organization.
Section 409 Restated articles of organization.
Section 410 Transfer to other jurisdiction.
Section 411 Domestication of foreign company.
Section 412 Low-profit limited liability company.
Section 501 Initial agreement.
Section 502 General rules for operating agreements.
Section 503 Timing.
Section 504 Operating agreement for a one-member company.
Section 505 Interpretation and enforcement.
Section 506 Amendment.
Section 601 General rule.
Section 602 Exceptions to limited liability.
Section 603 Waiver of exceptions to limited liability.
Section 604 Waiver of protection of limited liability.
Section 605 No formalities required to maintain limited liability.
Section 606 Series of members, managers, or limited liability company interests.
Section 607 Notice of series -- Articles of organization.
Section 608 Agreement to be liable.
Section 609 Series related provisions in operating agreement.
Section 610 Management of a series.
Section 611 Distributions concerning a series.
Section 612 Member removal from a series -- Effect.
Section 613 Termination of series.
Section 614 Court-decreed termination of series.
Section 615 Participation in winding up.
Section 616 Foreign limited liability company -- Series.
Section 701 Nature of member interest.
Section 702 Initial members.
Section 703 Additional members.
Section 704 Meetings of members.
Section 705 Voting.
Section 706 Action by members without a meeting.
Section 707 Classes of members.
Section 708 Cessation of membership.
Section 709 Withdrawal of a member.
Section 710 Expulsion of a member.
Section 801 Management structure.
Section 802 Agency authority of members and managers.
Section 803 Management by members.
Section 803.1 Individual profits interest.
Section 804 Management by managers.
Section 805 Delegation of authority and power to manage.
Section 806 Reliance by member or manager on reports and information.
Section 807 Duties of managers and members.
Section 808 Actions by multiple managers.
Section 809 Removal by judicial proceeding.
Section 901 Form of contribution.
Section 902 Assessments for additional contributions.
Section 903 Capital accounts.
Section 904 Valuation of member's interest in the company.
Section 905 Redemption of interest.
Section 906 Allocation of profits and losses.
Section 1001 Allocation of current distributions.
Section 1002 Timing of distributions.
Section 1003 Liquidating distributions.
Section 1004 Right to distributions.
Section 1005 Limitations on distributions.
Section 1006 Duty to return wrongful distributions.
Section 1007 Distribution in kind.
Section 1008 Unclaimed distributions.
Section 1101 Assignment of interests.
Section 1102 Rights of assignee.
Section 1103 Rights of creditor of member.
Section 1104 Right of assignee to become member.
Section 1105 Liability of assignor continues.
Section 1106 Invalid transfers.
Section 1201 Events of dissolution.
Section 1202 Voluntary cancellation of certificate.
Section 1203 Effect of dissolution.
Section 1204 Articles of dissolution.
Section 1205 Revocation of voluntary dissolution.
Section 1206 Grounds for administrative dissolution.
Section 1207 Procedure for and effect of administrative dissolution.
Section 1208 Reinstatement following administrative dissolution.
Section 1209 Appeal from denial of reinstatement.
Section 1210 Grounds for judicial dissolution.
Section 1211 Procedure for judicial dissolution.
Section 1212 Receivership or custodianship.
Section 1213 Decree of dissolution.
Section 1214 Election to purchase in lieu of dissolution.
Section 1301 Winding up defined.
Section 1302 Powers of company in winding up.
Section 1303 Persons authorized to wind up.
Section 1304 Payment of claims and obligations.
Section 1305 Disposition of known claims by notification.
Section 1306 Disposition of claims by publication.
Section 1307 Enforcement of claims against dissolved company in winding up.
Section 1308 Distribution of assets on winding up.
Section 1309 Deposit with state treasurer.
Section 1401 Conversion of certain entities to a domestic company.
Section 1402 Articles of conversion.
Section 1403 Effect of conversion.
Section 1404 Approval of conversion.
Section 1405 No limitation on other changes.
Section 1406 Approval of company conversion to other entity.
Section 1407 Merger.
Section 1408 Approval of merger.
Section 1409 Articles of merger.
Section 1410 Effect of merger.
Section 1411 Conversion or merger of a low-profit limited liability company.
Section 1501 Purpose of Part 15.
Section 1502 Definitions.
Section 1503 Rendering professional services.
Section 1504 No limits on regulating board.
Section 1505 Name limitations.
Section 1506 Activity limitations.
Section 1507 Limit of one profession.
Section 1508 Members and managers restricted to professionals.
Section 1509 Additional requirements for articles of organization.
Section 1510 Restrictions on transfers by members.
Section 1511 Purchase of interest upon death, incapacity, or disqualification of members.
Section 1512 Conversion to nonprofessional company.
Section 1513 Application of Part 15.
Section 1601 Law governing foreign companies.
Section 1602 Authority to transact business required.
Section 1603 Consequences of transacting business without authority.
Section 1604 Application for authority to transact business.
Section 1605 Amended application for authority to transact business.
Section 1606 Effect of filing an application for authority to transact business.
Section 1607 Company name and assumed company name of foreign company.
Section 1608 Registered name of foreign company.
Section 1609 Amendment of articles of organization of foreign company.
Section 1610 Merger of foreign company authorized to transact business in this state.
Section 1611 Withdrawal of foreign company.
Section 1612 Grounds for revocation.
Section 1613 Procedure for and effect of revocation.
Section 1614 Appeal from revocation.
Section 1615 Actions to restrain transaction of business in state.
Section 1701 Right of action.
Section 1702 Proper plaintiff.
Section 1703 Pleading.
Section 1704 Stay of proceedings.
Section 1705 Expenses.
Section 1706 Security and costs.
Section 1801 Definitions.
Section 1802 Authority to indemnify.
Section 1803 Mandatory indemnification of managers.
Section 1804 Advancement of expenses.
Section 1805 Court-ordered indemnification.
Section 1806 Determination and authorization of indemnification.
Section 1807 Indemnification of members, employees, fiduciaries, and agents.
Section 1808 Insurance.
Section 1809 Limitations on indemnification.
Section 1901 Legislative intent -- Freedom of contract.
Section 1902 Transitional provisions.
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