Utah Code -- Title 48 -- Chapter 02c -- Utah Revised Limited Liability Company Act

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Updated: 23 July 2008

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48-2c-101    Title.
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48-2c-102 [New]   Definitions.
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48-2c-103    Application of partnership provisions.
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48-2c-104    Separate legal entity.
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48-2c-105    Purpose.
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48-2c-106    Name -- Exclusive right.
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48-2c-107    Limited liability company name -- Limited rights.
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48-2c-108    Reservation of name.
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48-2c-109    Transaction of business outside state.
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48-2c-110    Powers.
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48-2c-113    Inspection of records by members and managers.
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48-2c-114    Scope of inspection right.
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48-2c-115    Court-ordered inspection.
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48-2c-116    Member or manager as a party to proceedings.
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48-2c-117    Taxation of limited liability companies.
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48-2c-118    Waiver of notice.
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48-2c-119    Transaction of members or managers with company.
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48-2c-120    Articles of organization and operating agreement.
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48-2c-121    Scope of notice.
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48-2c-122    Statement of person named as manager or member.
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48-2c-201    Place for filings.
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48-2c-202    Record of filings.
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48-2c-203    Annual report.
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48-2c-204    Signing of documents filed with division.
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48-2c-205    Penalty for signing false documents.
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48-2c-206    Powers of the division.
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48-2c-207    Filing requirements.
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48-2c-208    Effective time and date of filed documents.
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48-2c-209    Correcting filed documents.
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48-2c-210    Filing duty of division.
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48-2c-211    Appeal from division's refusal to file document.
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48-2c-212    Evidentiary effect of copy of filed document.
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48-2c-213    Certificates issued by the division.
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48-2c-214    Fees.
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48-2c-305    Director of division as agent for service of process -- Records of process served.
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48-2c-309 [New]   Service on withdrawn foreign company.
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48-2c-311    Venue for action against foreign company.
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48-2c-401    Organizer.
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48-2c-402    Formation of company.
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48-2c-403    Articles of organization.
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48-2c-404    Prefiling activities.
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48-2c-405    When amendment to articles of organization required.
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48-2c-406    Actions not requiring amendment.
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48-2c-407    Authority to amend articles of organization.
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48-2c-408    Certificate of amendment to articles of organization.
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48-2c-409    Restated articles of organization.
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48-2c-410    Transfer to other jurisdiction.
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48-2c-411    Domestication of foreign company.
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48-2c-501    Initial agreement.
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48-2c-502    General rules for operating agreements.
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48-2c-503    Timing.
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48-2c-504    Operating agreement for a one-member company.
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48-2c-505    Interpretation and enforcement.
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48-2c-506    Amendment.
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48-2c-601    General rule.
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48-2c-602    Exceptions to limited liability.
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48-2c-603    Waiver of exceptions to limited liability.
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48-2c-604    Waiver of protection of limited liability.
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48-2c-605    No formalities required to maintain limited liability.
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48-2c-606    Series of members, managers, or limited liability company interests.
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48-2c-607    Notice of series -- Articles of organization.
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48-2c-608    Agreement to be liable.
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48-2c-609    Series related provisions in operating agreement.
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48-2c-610    Management of a series.
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48-2c-611    Distributions concerning a series.
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48-2c-612    Member removal from a series -- Effect.
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48-2c-613    Termination of series.
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48-2c-614    Court-decreed termination of series.
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48-2c-615    Participation in winding up.
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48-2c-616    Foreign limited liability company -- Series.
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48-2c-701    Nature of member interest.
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48-2c-702    Initial members.
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48-2c-703    Additional members.
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48-2c-704    Meetings of members.
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48-2c-705    Voting.
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48-2c-706    Action by members without a meeting.
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48-2c-707    Classes of members.
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48-2c-708    Cessation of membership.
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48-2c-709    Withdrawal of a member.
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48-2c-710    Expulsion of a member.
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48-2c-801    Management structure.
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48-2c-802    Agency authority of members and managers.
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48-2c-803    Management by members.
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48-2c-803.1    Individual profits interest.
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48-2c-804    Management by managers.
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48-2c-805    Delegation of authority and power to manage.
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48-2c-806    Reliance by member or manager on reports and information.
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48-2c-807    Duties of managers and members.
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48-2c-808    Actions by multiple managers.
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48-2c-809    Removal by judicial proceeding.
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48-2c-901    Form of contribution.
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48-2c-902    Assessments for additional contributions.
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48-2c-903    Capital accounts.
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48-2c-904    Valuation of member's interest in the company.
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48-2c-905    Redemption of interest.
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48-2c-906    Allocation of profits and losses.
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48-2c-1001    Allocation of current distributions.
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48-2c-1002    Timing of distributions.
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48-2c-1003    Liquidating distributions.
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48-2c-1004    Right to distributions.
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48-2c-1005    Limitations on distributions.
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48-2c-1006    Duty to return wrongful distributions.
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48-2c-1007    Distribution in kind.
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48-2c-1008    Unclaimed distributions.
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48-2c-1101    Assignment of interests.
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48-2c-1102    Rights of assignee.
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48-2c-1103    Rights of creditor of member.
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48-2c-1104    Right of assignee to become member.
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48-2c-1105    Liability of assignor continues.
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48-2c-1106    Invalid transfers.
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48-2c-1201    Events of dissolution.
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48-2c-1202    Voluntary cancellation of certificate.
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48-2c-1203    Effect of dissolution.
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48-2c-1204 [New]   Articles of dissolution.
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48-2c-1205    Revocation of voluntary dissolution.
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48-2c-1206    Grounds for administrative dissolution.
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48-2c-1207    Procedure for and effect of administrative dissolution.
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48-2c-1208    Reinstatement following administrative dissolution.
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48-2c-1209    Appeal from denial of reinstatement.
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48-2c-1210    Grounds for judicial dissolution.
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48-2c-1211 [New]   Procedure for judicial dissolution.
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48-2c-1212    Receivership or custodianship.
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48-2c-1213    Decree of dissolution.
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48-2c-1214    Election to purchase in lieu of dissolution.
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48-2c-1301    Winding up defined.
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48-2c-1302    Powers of company in winding up.
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48-2c-1303    Persons authorized to wind up.
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48-2c-1304    Payment of claims and obligations.
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48-2c-1305    Disposition of known claims by notification.
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48-2c-1306 [New]   Disposition of claims by publication.
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48-2c-1307    Enforcement of claims against dissolved company in winding up.
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48-2c-1308    Distribution of assets on winding up.
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48-2c-1309    Deposit with state treasurer.
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48-2c-1401    Conversion of certain entities to a domestic company.
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48-2c-1402    Articles of conversion.
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48-2c-1403    Effect of conversion.
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48-2c-1404    Approval of conversion.
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48-2c-1405    No limitation on other changes.
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48-2c-1406    Approval of company conversion to other entity.
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48-2c-1407    Merger.
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48-2c-1408    Approval of merger.
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48-2c-1409    Articles of merger.
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48-2c-1410    Effect of merger.
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48-2c-1501    Purpose of Part 15.
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48-2c-1502    Definitions.
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48-2c-1503    Rendering professional services.
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48-2c-1504    No limits on regulating board.
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48-2c-1505    Name limitations.
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48-2c-1506    Activity limitations.
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48-2c-1507    Limit of one profession.
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48-2c-1508    Members and managers restricted to professionals.
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48-2c-1509    Additional requirements for articles of organization.
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48-2c-1510    Restrictions on transfers by members.
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48-2c-1511    Purchase of interest upon death, incapacity, or disqualification of members.
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48-2c-1512    Conversion to nonprofessional company.
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48-2c-1513    Application of Part 15.
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48-2c-1601    Law governing foreign companies.
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48-2c-1602    Authority to transact business required.
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48-2c-1603    Consequences of transacting business without authority.
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48-2c-1604    Application for authority to transact business.
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48-2c-1605    Amended application for authority to transact business.
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48-2c-1606    Effect of filing an application for authority to transact business.
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48-2c-1607    Company name and assumed company name of foreign company.
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48-2c-1608    Registered name of foreign company.
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48-2c-1609    Amendment of articles of organization of foreign company.
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48-2c-1610    Merger of foreign company authorized to transact business in this state.
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48-2c-1611    Withdrawal of foreign company.
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48-2c-1612 [New]   Grounds for revocation.
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48-2c-1613    Procedure for and effect of revocation.
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48-2c-1614    Appeal from revocation.
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48-2c-1615    Actions to restrain transaction of business in state.
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48-2c-1701    Right of action.
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48-2c-1702    Proper plaintiff.
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48-2c-1703    Pleading.
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48-2c-1704    Stay of proceedings.
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48-2c-1705    Expenses.
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48-2c-1706    Security and costs.
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48-2c-1801    Definitions.
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48-2c-1802    Authority to indemnify.
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48-2c-1803    Mandatory indemnification of managers.
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48-2c-1804    Advancement of expenses.
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48-2c-1805    Court-ordered indemnification.
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48-2c-1806    Determination and authorization of indemnification.
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48-2c-1807    Indemnification of members, employees, fiduciaries, and agents.
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48-2c-1808    Insurance.
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48-2c-1809    Limitations on indemnification.
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48-2c-1901    Legislative intent -- Freedom of contract.
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48-2c-1902    Transitional provisions.
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[New] means this portion of the Utah Code has been modified since the last update on 1 May 2008.

Last revised: 23 July 2008

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