Utah Code § 48-3a-410 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-410
§ 48-3a-410. Rights of member, manager, and person dissociated as member to information.
Status: in_force

10/1/2026 (1) In a member-managed limited liability company, the following rules apply: (a) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company regarding the limited liability company's activities, affairs, financial condition, and other circumstances, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (b) The limited liability company shall furnish to each member: (i) without demand, any information concerning the limited liability company's activities, affairs, financial condition, and other circumstances which the limited liability company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter, except to the extent the limited liability company can establish that it reasonably believes the member already knows the information; and (ii) on demand, any other information concerning the limited liability company's activities, affairs, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (c) The duty to furnish information under Subsection (1)(b) also applies to each member to the extent the member knows any of the information described in Subsection (1)(b). (2) In a manager-managed limited liability company, the following rules apply: (a) The informational rights stated in Subsection (1) and the duty stated in Subsection (1)(c) apply to the managers and not the members. (b) During regular business hours and at a reasonable location specified by the limited liability company, a member may inspect and copy full information regarding the activities, affairs, financial condition, and other circumstances of the limited liability company as is just and reasonable if: (i) the member seeks the information for a purpose reasonably related to the member's interest as a member; (ii) the member makes a demand in a record received by the limited liability company, describing with reasonable particularity the information sought and the purpose for seeking the information; and (iii) the information sought is directly connected to the member's purpose. (c) Not later than 10 days after receiving a demand pursuant to Subsection (2)(b)(ii), the limited liability company shall in a record inform the member that made the demand of: (i) the information that the limited liability company will provide in response to the demand and when and where the limited liability company will provide the information; and (ii) the limited liability company's reasons for declining, if the limited liability company declines to provide any demanded information. (d) Whenever this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the limited liability company shall, without demand, provide the member with all information that is known to the limited liability company and is material to the member's decision. (3) Subject to Subsection (9), on 10 days' demand made in a record received by a limited liability company, a person dissociated as a member may have access to information to which the person was entitled while a member if: (a) the information pertains to the period during which the person was a member; (b) the person seeks the information in good faith; and (c) the person satisfies the requirements imposed on a member by Subsection (2)(b). (4) A limited liability company shall respond to a demand made pursuant to Subsection (3) in the manner provided in Subsection (2)(c). (5) A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. (6) A member or person dissociated as a member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under Subsection (9) applies both to the agent or legal representative and the member or person dissociated as a member. (7) Subject to Subsection (9), the rights under this section do not extend to a person as transferee. (8) If a member dies, Section 48-3a-504 applies. (9) In addition to any restriction or condition stated in the operating agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this Subsection (9), the limited liability company has the burden of proving reasonableness.
Utah Code § 48-2e-1108 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1108
§ 48-2e-1108. Appraisal rights.
Status: in_force

10/1/2026 (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 organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless: (a) the organic law permits the organic rules to limit the availability of appraisal rights; and (b) the organic rules provide such a limit. (2) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this part to the extent provided in: (a) the entity's organic rules; or (b) the plan.
Utah Code § 48-3a-405 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-405
§ 48-3a-405. Limitation on distributions.
Status: in_force

10/1/2026 (1) A limited liability company may not make a distribution, including a distribution under Section 48-3a-711, if after the distribution: (a) the limited liability company would not be able to pay its debts as they become due in the ordinary course of the limited liability company's activities and affairs; or (b) the limited liability company's total assets would be less than the sum of its total liabilities plus, unless the operating agreement permits otherwise, the amount that would be needed, if the limited liability company were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of members and transferees whose preferential rights are superior to those of persons receiving the distribution. (2) A limited liability company may base a determination that a distribution is not prohibited under Subsection (1) on: (a) financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or (b) a fair valuation or other method that is reasonable under the circumstances. (3) Except as otherwise provided in Subsection (5), the effect of a distribution under Subsection (1) is measured: (a) in the case of a distribution as defined in Subsection 48-3a-102(4)(a), as of the earlier of: (i) the date money or other property is transferred or debt is incurred by the limited liability company; or (ii) the date the person entitled to the distribution ceases to own the interest or right being acquired by the limited liability company in return for the distribution; (b) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (c) in all other cases, as of the date: (i) the distribution is authorized, if the payment occurs not later than 120 days after that date; or (ii) the payment is made, if the payment occurs more than 120 days after the distribution is authorized. (4) A limited liability company's indebtedness to a member or transferee incurred by reason of a distribution made in accordance with this section is at parity with the limited liability company's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement. (5) A limited liability company's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of Subsection (1) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made. (6) In measuring the effect of a distribution under Section 48-3a-711, the liabilities of a dissolved limited liability company do not include any claim that has been disposed of under Section 48-3a-705, 48-3a-706, or 48-3a-707.
Utah Code § 48-2e-810 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-810
§ 48-2e-810. Administrative dissolution.
Status: in_force

(1) The division may commence a proceeding under Subsections (2) and (3) to dissolve a limited partnership administratively if the limited partnership does not: (a) pay any fee, tax, or penalty required to be paid to the division not later than 60 days after it is due; (b) deliver an annual report to the division not later than 60 days after it is due; or (c) have a registered agent in this state for 60 consecutive days. (2) If the division determines that one or more grounds exist for administratively dissolving a limited partnership, the division shall serve the limited partnership with notice in a record of the division's determination. (3) If a limited partnership, not later than 60 days after service of the notice under Subsection (2), does not cure or demonstrate to the satisfaction of the division the nonexistence of each ground determined by the division, the division shall administratively dissolve the limited partnership by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The division shall file the statement and serve a copy on the limited partnership pursuant to Section 48-2e-209. (4) A limited partnership that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under Sections 48-2e-802, 48-2e-806, 48-2e-807, 48-2e-808, and 48-2e-813 or to apply for reinstatement under Section 48-2e-811. (5) The administrative dissolution of a limited partnership does not terminate the authority of its registered agent.
Utah Code § 48-3a-106 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-106
§ 48-3a-106. Governing law.
Status: in_force

10/1/2026The law of this state governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
Utah Code § 48-3a-105 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-105
§ 48-3a-105. Powers.
Status: in_force

10/1/2026A 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.
Utah Code § 48-3a-911 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-911
§ 48-3a-911. Withdrawal of registration of registered foreign limited liability company.
Status: in_force

10/1/2026 (1) A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the division for filing. The statement of withdrawal must state: (a) the name of the foreign limited liability company and its jurisdiction of formation; (b) that the foreign limited liability company is not doing business in this state and that it withdraws its registration to do business in this state; (c) that the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf in this state; and (d) an address to which service of process may be made under Subsection (2). (2) After the withdrawal of the registration of a foreign limited liability company, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
Utah Code § 48-1d-109 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-109
§ 48-1d-109. Delivery of record.
Status: in_force

10/1/2026 (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, the United States Postal Service, commercial delivery service, and electronic transmission. (2) Delivery to the division is effective only when a record is received by the division.
Utah Code § 48-2e-908 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-908
§ 48-2e-908. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
Status: in_force

10/1/2026 (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, incorporated, or otherwise formed through the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the division for filing. The statement must state: (a) in the case of a foreign limited partnership that has completed winding up: (i) its name and jurisdiction of formation; and (ii) that the foreign limited partnership surrenders its registration to do business in this state as a registered foreign limited partnership; and (b) in the case of a foreign limited partnership that has converted: (i) the name of the converting foreign limited partnership and its jurisdiction of formation; (ii) the type of entity to which the foreign limited partnership has converted and its jurisdiction of formation; (iii) that the converted entity surrenders the converting partnership's registration to do business in this state and revokes the authority of the converting foreign limited partnership's registered agent to act as registered agent in this state on the behalf of the foreign limited partnership or the converted entity; and (iv) a mailing address to which service of process may be made under Subsection (2). (2) After a withdrawal under this section of a foreign limited partnership that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited partnership was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
Utah Code § 48-5-109 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-109
§ 48-5-109. Electronic documents.
Status: in_force

10/1/2026 (1) Subject to Section 48-5-107, the division shall by rule permit a writing required or permitted to be filed with the division under this chapter: (a) to be delivered, mailed, or filed: (i) in an electronic medium; or (ii) by electronic transmission; or (b) to be signed by photographic, electronic, or other means prescribed by rule, except that a writing signed in an electronic medium shall be signed by electronic signature in accordance with Title 46, Chapter 4, Uniform Electronic Transactions Act. (2) The division may by rule provide for any writing required or permitted to be prepared, delivered, or mailed by the division under this chapter to be prepared, delivered, or mailed: (a) in an electronic medium; or (b) by electronic transmission.
Utah Code § 48-2e-909 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-909
§ 48-2e-909. Transfer of registration.
Status: in_force

10/1/2026 (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, the foreign entity shall deliver to the division for filing an application for transfer of registration. The application must state: (a) the name of the registered foreign limited partnership before the merger or conversion; (b) that before the merger or conversion the registration pertained to a foreign limited partnership; (c) the name of the applicant foreign entity into which the foreign limited partnership has merged or to which it has been converted, and, if the name does not comply with Section 48-2e-108 or similar provision of law of this state governing an entity of the same type as the applicant foreign entity, an alternate name adopted pursuant to Subsection 48-2e-906(1) or similar provision of law of this state governing a foreign entity registered to do business in this state of the same type as the applicable foreign entity; (d) the type of entity of the applicant foreign entity and its jurisdiction of formation; (e) the street and mailing addresses of the principal office of the applicant foreign entity and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of that office; and (f) the information required under Subsection 16-17-203(1). (2) When an application for transfer of registration takes effect, the registration of the foreign limited partnership to do business in this state is transferred without interruption to the foreign entity into which the foreign limited partnership has merged or to which it has been converted.
Utah Code § 48-2e-504 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-504
§ 48-2e-504. Limitations on distributions.
Status: in_force

10/1/2026 (1) A limited partnership may not make a distribution, including a distribution under Section 48-2e-813, if after the distribution: (a) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities and affairs; or (b) the limited partnership's total assets would be less than the sum of its total liabilities plus, unless the partnership agreement permits otherwise, the amount that would be needed, if the limited partnership were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of partners and transferees whose preferential rights are superior to those of persons receiving the distribution. (2) A limited partnership may base a determination that a distribution is not prohibited under Subsection (1) on: (a) financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or (b) a fair valuation or other method that is reasonable under the circumstances. (3) Except as otherwise provided in Subsection (5), the effect of a distribution under Subsection (1) is measured: (a) in the case of distribution as defined in Subsection 48-2e-102(4)(a), as of the earlier of: (i) the date money or other property is transferred or debt is incurred by the limited partnership; or (ii) the date the person entitled to the distribution ceases to own the interest or right being acquired by the limited partnership in return for the distribution; (b) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (c) in all other cases, as of the date: (i) the distribution is authorized, if the payment occurs not later than 120 days after that date; or (ii) the payment is made, if payment occurs more than 120 days after the distribution is authorized. (4) A limited partnership's indebtedness to a partner or transferee incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors, except to the extent subordinated by agreement. (5) A limited partnership's indebtedness, including indebtedness issued as a distribution, is not considered a liability for purposes of Subsection (1) if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made. (6) In measuring the effect of a distribution under Section 48-2e-813, the liabilities of a dissolved limited partnership do not include any claim that has been disposed of under Section 48-2e-806, 48-2e-807, or 48-2e-808.
Utah Code § 48-2e-703 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-703
§ 48-2e-703. Charging order.
Status: in_force

10/1/2026 (1) On application by a judgment creditor of a partner or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and, after the limited partnership has been served with the charging order, requires the limited partnership to pay over to the person to which the charging order was issued any distribution that otherwise would be paid to the judgment debtor. (2) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under Subsection (1), the court may: (a) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (b) make all other orders necessary to give effect to the charging order. (3) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a partner, and is subject to Section 48-2e-702. (4) At any time before foreclosure under Subsection (3), the partner or transferee whose transferable interest is subject to a charging order under Subsection (1) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. (5) At any time before foreclosure under Subsection (3), a limited partnership or one or more partners whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (6) This chapter does not deprive any partner or transferee of the benefit of any exemption law applicable to the transferable interest of the partner or transferee. (7) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a partner or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest.
Utah Code § 48-1d-1008 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1008
§ 48-1d-1008. Appraisal rights.
Status: in_force

10/1/2026 (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 organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless: (a) the organic law permits the organic rules to limit the availability of appraisal rights; and (b) the organic rules provide such a limit. (2) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this part to the extent provided in: (a) the entity's organic rules; or (b) the plan.
Utah Code § 48-2e-501 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-501
§ 48-2e-501. Form of contribution.
Status: in_force

10/1/2026A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited partnership or an agreement to transfer property to, perform services for, or provide another benefit to the limited partnership.
Utah Code § 48-3a-1003 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1003
§ 48-3a-1003. Required notice or approval.
Status: in_force

10/1/2026 (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 interest exchange, conversion, or domestication. (2) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains a court order specifying the disposition of the property. (3) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.
Utah Code § 48-1d-1053 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1053
§ 48-1d-1053. Approval of domestication.
Status: in_force

10/1/2026 (1) A plan of domestication of a domestic domesticating limited liability partnership is not effective unless it has been approved: (a) by all the partners entitled to vote on or consent to any matter; and (b) in a record, by each partner that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless: (i) the partnership agreement of the entity provides in a record for the approval of a domestication or merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the partners; and (ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision. (2) A domestication of a foreign domesticating limited liability partnership is not effective unless it is approved in accordance with the law of the foreign limited liability partnership's jurisdiction of formation.
Utah Code § 48-2e-809 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-809
§ 48-2e-809. Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
Status: in_force

10/1/2026If a claim against a dissolved limited partnership is barred under Section 48-2e-806, 48-2e-807, or 48-2e-808, any corresponding claim under Section 48-2e-404 or 48-2e-607 is also barred.
Utah Code § 48-2e-805 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-805
§ 48-2e-805. Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
Status: in_force

10/1/2026 (1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under Subsection 48-2e-804(1) by an act that is not appropriate for winding up the limited partnership's activities and affairs, the general partner is liable: (a) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and (b) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. (2) If a person dissociated as a general partner causes a limited partnership to incur an obligation under Subsection 48-2e-804(2), the person is liable: (a) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and (b) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the obligation.
Utah Code § 48-2e-203 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-203
§ 48-2e-203. Signing of records to be delivered for filing to division.
Status: in_force

10/1/2026 (1) A record delivered to the division for filing pursuant to this chapter must be signed as follows: (a) An initial certificate of limited partnership must be signed by all general partners listed in the certificate of limited partnership. (b) An amendment to the certificate of limited partnership adding or deleting a statement that the limited partnership is a limited liability limited partnership must be signed by all general partners listed in the certificate of limited partnership. (c) An amendment to the certificate of limited partnership designating as general partner a person admitted under Subsection 48-2e-801(1)(c)(ii) following the dissociation of a limited partnership's last general partner must be signed by that person. (d) An amendment to the certificate of limited partnership required by Subsection 48-2e-802(3) following the appointment of a person to wind up the dissolved limited partnership's activities and affairs must be signed by that person. (e) Any other amendment to the certificate of limited partnership must be signed by: (i) at least one general partner listed in the certificate of limited partnership; (ii) each other person designated in the amendment as a new general partner; and (iii) each person that the amendment indicates has dissociated as a general partner, unless: (A) the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (B) the person has previously delivered to the division for filing a statement of dissociation. (f) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate of limited partnership, and, to the extent the restated certificate of limited partnership effects a change under any other subsection of this section, the certificate of limited partnership must be signed in a manner that satisfies that subsection. (g) A statement of termination must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to Subsection 48-2e-802(3) or (4) to wind up the dissolved limited partnership's activities and affairs. (h) Any other record delivered by a limited partnership to the division for filing must be signed by at least one general partner listed in the certificate of limited partnership. (i) A statement by a person pursuant to Subsection 48-2e-605(1)(c) stating that the person has dissociated as a general partner must be signed by that person. (j) A statement of negation by a person pursuant to Subsection 48-2e-306(1)(b) must be signed by that person. (k) A record delivered on behalf of a foreign limited partnership to the division for filing must be signed by at least one general partner of the foreign limited partnership. (l) Any other record delivered on behalf of any person to the division for filing must be signed by that person. (2) Any record filed under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. (3) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
Utah Code § 48-3a-501 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-501
§ 48-3a-501. Nature of transferable interest.
Status: in_force

10/1/2026A transferable interest is personal property.
Utah Code § 48-5-402 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-402
§ 48-5-402. Meetings.
Status: in_force

10/1/2026 (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 requirement, the by-laws shall include an explicit and transparent mechanism of giving notice of meetings to administrators, members, or participants, and a defined time period for deliberating upon proposals submitted by an administrator, member, or participant. (4) Notice of any required meeting shall be communicated through a graphical user interface. (5) The quorum and majority requirements for meetings of a decentralized autonomous organization's administrators, members, or participants shall be specified in the by-laws.
Utah Code § 48-3a-1007 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1007
§ 48-3a-1007. Alternative means of approval of transactions.
Status: in_force

10/1/2026Except 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 part for approval of the transaction.
Utah Code § 48-1d-1309 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1309
§ 48-1d-1309. Restriction on transfer by partner.
Status: in_force

10/1/2026 (1) Except as provided in Subsections (2) and (3), a partner of a professional services partnership may sell or transfer the partner's interest in the professional services partnership only to: (a) the professional services partnership; or (b) an individual who is licensed or registered by this state to provide the same type of professional service as the professional service for which the professional services partnership is organized, or who otherwise satisfies the requirements of Subsection 48-1d-1308(1) or (2). (2) Upon the death or incapacity of a partner of a professional services partnership, the partner's interest in the professional services partnership may be transferred to the personal representative or estate of the deceased or incapacitated partner. (3) The person to whom an interest is transferred under Subsection (2) may continue to hold the interest for a reasonable period, but may not participate in a decision concerning the providing of a professional service.
Utah Code § 48-2e-602 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-602
§ 48-2e-602. Effect of dissociation as limited partner.
Status: in_force

10/1/2026 (1) If a person is dissociated as a limited partner: (a) subject to Section 48-2e-704, the person does not have further rights as a limited partner; (b) the person's contractual obligation of good faith and fair dealing as a limited partner under Subsection 48-2e-305(1) ends with regard to matters arising and events occurring after the person's dissociation; and (c) subject to Section 48-2e-704 and Part 11, Merger, Interest Exchange, Conversion, and Domestication, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person solely as a transferee. (2) A person's dissociation as a limited partner does not of itself discharge the person from any debt, obligation, or other liability to the limited partnership or the other partners which the person incurred while a limited partner.
Utah Code § 48-1d-1306 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1306
§ 48-1d-1306. Activity limitations.
Status: in_force

10/1/2026A professional services partnership may not do anything that an individual licensed to practice the profession that the professional services partnership is organized to provide is prohibited from doing.
Utah Code § 48-2e-1143 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1143
§ 48-2e-1143. Approval of conversion.
Status: in_force

10/1/2026 (1) A plan of conversion is not effective unless it has been approved: (a) by a domestic converting limited partnership by all of the partners of the limited partnership entitled to vote on or consent to any matter; and (b) in a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective: (i) the partnership agreement of the limited partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and (ii) the partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision. (2) A conversion involving a domestic converting entity that is not a limited partnership, including a subject entity, is not effective unless it is approved by the domestic converting entity in accordance with its organic law. (3) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Utah Code § 48-1d-407 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-407
§ 48-1d-407. Continuation of partnership beyond definite term or particular undertaking.
Status: in_force

10/1/2026 (1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (2) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
Utah Code § 48-2e-906 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-906
§ 48-2e-906. Noncomplying name of foreign limited partnership.
Status: in_force

10/1/2026 (1) A foreign limited partnership whose name does not comply with Section 48-2e-108 may 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 with Section 48-2e-108. A registered foreign limited partnership that registers under an alternate name under this Subsection (1) need not comply with Title 42, Chapter 2, Conducting Business Under Assumed Name. After registering to do business in this state with an alternate name, a registered foreign limited partnership shall do business in this state under: (a) the alternate name; (b) the foreign limited partnership's name, with the addition of its jurisdiction of formation; or (c) an assumed or fictitious name the foreign limited partnership is authorized to use under Title 42, Chapter 2, Conducting Business Under Assumed Name. (2) If a registered foreign limited partnership changes its name to one that does not comply with Section 48-2e-108, it may not do business in this state until it complies with Subsection (1) by amending its registration to adopt an alternate name that complies with Section 48-2e-108.
Utah Code § 48-1d-1001 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1001
§ 48-1d-1001. Definitions.
Status: in_force

10/1/2026In this part: (1) "Acquired entity" means the entity, all of one or more classes or series of interests in 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 the acquired entity in an interest exchange. (3) "Conversion" means a transaction authorized by Sections 48-1d-1041 through 48-1d-1046. (4) "Converted entity" means the converting entity as it continues in existence after a conversion. (5) "Converting entity" means the domestic entity that approves a plan of conversion pursuant to Section 48-1d-1043 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation. (6) "Distributional interest" means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity. (7) "Domestic," with respect to an entity, means governed as to its internal affairs by the law of this state. (8) "Domesticated limited liability partnership" means a domesticating limited liability partnership as it continues in existence after a domestication. (9) "Domesticating limited liability partnership" means a domestic limited liability partnership that approves a plan of domestication pursuant to Section 48-1d-1053 or foreign limited liability partnership that approves a domestication pursuant to the law of its jurisdiction of formation. (10) "Domestication" means a transaction authorized by Sections 48-1d-1051 through 48-1d-1056. (11) "Entity": (a) means: (i) a business corporation; (ii) a nonprofit corporation; (iii) a general partnership, including a limited liability partnership; (iv) a limited partnership, including a limited liability limited partnership; (v) a limited liability company; (vi) a limited cooperative association; (vii) an unincorporated nonprofit association; (viii) a statutory trust, business trust, or common-law business trust; or (ix) any other person that has: (A) a legal existence separate from any interest holder of that person; or (B) the power to acquire an interest in real property in its own name; and (b) does not include: (i) an individual; (ii) a trust with a predominantly donative purpose, or a charitable trust; (iii) an association or relationship that is not a partnership solely by reason of Subsection 48-1d-202(3) or a similar provision of the law of another jurisdiction; (iv) a decedent's estate; or (v) a government or a governmental subdivision, agency, or instrumentality. (12) "Filing entity" means an entity whose formation requires the filing of a public organic record. (13) "Foreign," with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than this state. (14) "Governance interest" means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to: (a) receive or demand access to information concerning, or the books and records of, the entity; (b) vote for or consent to the election of the governors of the entity; or (c) receive notice of or vote on or consent to an issue involving the internal affairs of the entity. (15) "Governor" means: (a) a director of a business corporation; (b) a director or trustee of a nonprofit corporation; (c) a general partner of a general partnership; (d) a general partner of a limited partnership; (e) a manager of a manager-managed limited liability company; (f) a member of a member-managed limited liability company; (g) a director of a limited cooperative association; (h) a manager of an unincorporated nonprofit association; (i) a trustee of a statutory trust, business trust, or common-law business trust; or (j) any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. (16) "Interest" means: (a) a share in a business corporation; (b) a membership in a nonprofit corporation; (c) a partnership interest in a general partnership; (d) a partnership interest in a limited partnership; (e) a membership interest in a limited liability company; (f) a member's interest in a limited cooperative association; (g) a membership in an unincorporated nonprofit association; (h) a beneficial interest in a statutory trust, business trust, or common-law business trust; or (i) a governance interest or distributional interest in any other type of unincorporated entity. (17) "Interest exchange" means a transaction authorized by Sections 48-1d-1031 through 48-1d-1036. (18) "Interest holder" means: (a) a shareholder of a business corporation; (b) a member of a nonprofit corporation; (c) a general partner of a general partnership; (d) a general partner of a limited partnership; (e) a limited partner of a limited partnership; (f) a member of a limited liability company; (g) a member of a limited cooperative association; (h) a member of an unincorporated nonprofit association; (i) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or (j) any other direct holder of an interest. (19) "Interest holder liability" means: (a) personal liability for a liability of an entity which is imposed on a person: (i) solely by reason of the status of the person as an interest holder; or (ii) by the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (b) an obligation of an interest holder under the organic rules of an entity to contribute to the entity. (20) "Jurisdiction of formation" means the jurisdiction whose law includes the organic law of an entity. (21) "Merger" means a transaction authorized by Sections 48-1d-1021 through 48-1d-1026. (22) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective. (23) "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. (24) "Organic rules" means the public organic record and private organic rules of an entity. (25) "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. (26) "Plan of conversion" means a plan under Section 48-1d-1042. (27) "Plan of domestication" means a plan under Section 48-1d-1052. (28) "Plan of interest exchange" means a plan under Section 48-1d-1032. (29) "Plan of merger" means a plan under Section 48-1d-1022. (30) "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes: (a) the bylaws of a business corporation; (b) the bylaws of a nonprofit corporation; (c) the partnership agreement of a general partnership; (d) the partnership agreement of a limited partnership; (e) the operating agreement of a limited liability company; (f) the bylaws of a limited cooperative association; (g) the governing principles of an unincorporated nonprofit association; and (h) the trust instrument of a statutory trust or similar rules of a business trust or common-law business trust. (31) "Protected agreement" means: (a) a record evidencing indebtedness and any related agreement in effect on January 1, 2014; (b) an agreement that is binding on an entity on January 1, 2014; (c) the organic rules of an entity in effect on January 1, 2014; or (d) an agreement that is binding on any of the governors or interest holders of an entity on January 1, 2014. (32) "Public organic record" means the record the filing of which by the division is required to form an entity and any amendment to or restatement of that record. The term includes: (a) the articles of incorporation of a business corporation; (b) the articles of incorporation of a nonprofit corporation; (c) the certificate of limited partnership of a limited partnership; (d) the certificate of organization of a limited liability company; (e) the articles of organization of a limited cooperative association; and (f) the certificate of trust of a statutory trust or similar record of a business trust. (33) "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a record filed by the division. (34) "Statement of conversion" means a statement under Section 48-1d-1045. (35) "Statement of domestication" means a statement under Section 48-1d-1055. (36) "Statement of interest exchange" means a statement under Section 48-1d-1035. (37) "Statement of merger" means a statement under Section 48-1d-1025. (38) "Surviving entity" means an entity that continues in existence after or is created by a merger. (39) "Type of entity" means a generic form of entity: (a) recognized at common law; or (b) formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
Utah Code § 48-1d-901 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-901
§ 48-1d-901. Events causing dissolution.
Status: in_force

10/1/2026A partnership is dissolved, and the partnership's activities and affairs must be wound up, upon the occurrence of any of the following: (1) in a partnership at will, the partnership has notice of a person's express will to withdraw as a partner, other than a partner that has dissociated under Subsections 48-1d-701(2) through (10), but, if the person specifies a withdrawal date later than the date the partnership had notice, on the later date; (2) in a partnership for a definite term or particular undertaking: (a) within 90 days after a person's dissociation by death or otherwise under Subsections 48-1d-701(6) through (10) or wrongful dissociation under Subsection 48-1d-702(2), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership's activities and affairs, for which purpose a person's rightful dissociation pursuant to Subsection 48-1d-702(2)(b)(i) constitutes the expression of that partner's consent to wind up the partnership's activities and affairs; (b) the express consent of all the partners to wind up the partnership's activities and affairs; or (c) the expiration of the term or the completion of the undertaking; (3) an event or circumstance that the partnership agreement states causes dissolution; (4) upon a petition brought by a partner, the entry of a court order dissolving the partnership on the ground that: (a) the conduct of all or substantially all the partnership's activities and affairs is unlawful; (b) the economic purpose of the partnership is likely to be unreasonably frustrated; (c) another partner has engaged in conduct relating to the partnership's activities and affairs which makes it not reasonably practicable to carry on the business in partnership with that partner; or (d) it is not otherwise reasonably practicable to carry on the partnership's activities and affairs in conformity with the partnership agreement; (5) upon a petition brought by a transferee, the entry of a court order dissolving the partnership on the ground that it is equitable to wind up the partnership's activities and affairs: (a) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (b) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer; or (6) the passage of 90 consecutive days during which the partnership does not have at least two partners.
Utah Code § 48-5-104 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-104
§ 48-5-104. Legal personality.
Status: in_force

10/1/2026A 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 decentralized autonomous organization's own name and the power to do all things necessary or convenient to carry on the decentralized autonomous organization's activities and affairs; (3) shall meet the decentralized autonomous organization's liabilities through the decentralized autonomous organization's assets; (4) may have any lawful purpose; and (5) has perpetual duration.
Utah Code § 48-1d-1054 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1054
§ 48-1d-1054. Amendment or abandonment of plan of domestication.
Status: in_force

10/1/2026 (1) A plan of domestication of a domestic domesticating limited liability partnership may be amended: (a) 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 (b) by the partners of the limited liability partnership in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change: (i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the domesticating limited liability partnership under the plan; (ii) the partnership agreement of the domesticated limited liability partnership that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the partners of the domesticated limited liability partnership under its organic law or partnership agreement; or (iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect. (2) After a plan of domestication has been approved by a domestic domesticating limited liability partnership and before a statement of domestication becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic domesticating limited liability partnership may abandon the plan in the same manner as the plan was approved. (3) If a plan of domestication is abandoned after a statement of domestication has been delivered to the division for filing and before the statement of domestication becomes effective, a statement of abandonment, signed by the limited liability partnership, must be delivered to the division for filing before the time the statement of domestication becomes effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of the domesticating limited liability partnership; (b) the date on which the statement of domestication was delivered to the division for filing; and (c) a statement that the domestication has been abandoned in accordance with this section.
Utah Code § 48-3a-908 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-908
§ 48-3a-908. Withdrawal on dissolution or conversion to nonfiling entity other than limited liability partnership.
Status: in_force

10/1/2026 (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, incorporated, or otherwise formed through the public filing of a record, other than a limited liability partnership, shall deliver a statement of withdrawal to the division for filing. The statement must state: (a) in the case of a foreign limited liability company that has completed winding up: (i) its name and jurisdiction of formation; and (ii) that the foreign limited liability company surrenders its registration to do business in this state; and (b) in the case of a foreign limited liability company that has converted: (i) the name of the converting foreign limited liability company and its jurisdiction of formation; (ii) the type of entity to which the foreign limited liability company has converted and its jurisdiction of formation; (iii) that the converted entity surrenders the converting foreign limited liability company's registration to do business in this state and revokes the authority of the converting foreign limited liability company's registered agent to act as registered agent in this state on behalf of the foreign limited liability company or the converted entity; and (iv) a mailing address to which service of process may be made under Subsection (2). (2) After a withdrawal under this section of a foreign limited liability company that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was registered to do business in this state may be made pursuant to Subsection 16-17-301(2).
Utah Code § 48-2e-1204 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1204
§ 48-2e-1204. Savings clause.
Status: in_force

10/1/2026This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
Utah Code § 48-3a-104 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-104
§ 48-3a-104. Nature, purpose, and duration of limited liability company.
Status: in_force

10/1/2026 (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 has perpetual duration.
Utah Code § 48-1d-404 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-404
§ 48-1d-404. Reimbursement, indemnification, advancement, and insurance.
Status: in_force

10/1/2026 (1) A partnership shall reimburse a partner for any payment made by the partner in the course of the partner's activities on behalf of the partnership, if the partner complied with Sections 48-1d-402 and 48-1d-405 in making the payment. (2) A partnership shall indemnify and hold harmless a person with respect to any claim or demand against the person and any debt, obligation, or other liability incurred by the person by reason of the person's former or present capacity as a partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of Section 48-1d-402, 48-1d-405, or 48-1d-504. (3) In the ordinary course of its activities and affairs, a partnership may advance reasonable expenses, including attorney's fees and costs, incurred by a person in connection with a claim or demand against the person by reason of the person's former or present capacity as a partner, if the person promises to repay the partnership if the person ultimately is determined not to be entitled to be indemnified under Subsection (2). (4) A partnership may purchase and maintain insurance on behalf of a partner against liability asserted against or incurred by the partner in that capacity or arising from that status even if, under Subsection 48-1d-106(3)(g), the partnership agreement could not eliminate or limit the person's liability to the partnership for the conduct giving rise to the liability. (5) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. (6) A payment or advance made by a partner which gives rise to a partnership obligation under Subsection (1) or (5) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
Utah Code § 48-3a-206 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-206
§ 48-3a-206. Effective time and date.
Status: in_force

10/1/2026Except as otherwise provided in Section 48-3a-207 and subject to Subsection 48-3a-208(3), a record filed under this chapter is effective: (1) on the date and at the time of its filing by the division, as provided in Section 48-3a-209; (2) on the date of filing and at the time specified in the record as its effective time, if later than the time under Subsection (1); (3) at a specified delayed effective date and time, which may not be more than 90 days after the date of filing; or (4) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.
Utah Code § 48-3a-1042 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1042
§ 48-3a-1042. Plan of conversion.
Status: in_force

10/1/2026 (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 Sections 48-3a-1041 through 48-3a-1046 by approving a plan of conversion. The plan must be in a record and contain: (a) the name of the converting subject entity or limited liability company; (b) the name, jurisdiction of formation, and type of entity of the converted entity; (c) the manner of converting the interests in the converting subject entity or limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) the proposed public organic record of the converted entity if it will be a filing entity; (e) the full text of the private organic rules of the converted entity that are proposed to be in a record; (f) the other terms and conditions of the conversion; and (g) any other provision required by the law of this state or the operating agreement of the converting limited liability company. (2) In addition to the requirements of Subsection (1), a plan of conversion may contain any other provision not prohibited by law.
Utah Code § 48-1d-105 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-105
§ 48-1d-105. Supplemental principles of law.
Status: in_force

10/1/2026Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
Utah Code § 48-3a-708 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-708
§ 48-3a-708. Administrative dissolution.
Status: in_force

10/1/2026 (1) The division may commence a proceeding under Subsections (2) and (3) to dissolve a limited liability company administratively if the limited liability company does not: (a) pay any fee, tax, interest, or penalty required to be paid to the division not later than 60 days after it is due; (b) deliver an annual report to the division not later than 60 days after it is due; or (c) have a registered agent in this state for 60 consecutive days. (2) If the division determines that one or more grounds exist for administratively dissolving a limited liability company, the division shall serve the limited liability company with notice in a record of division's determination. (3) If a limited liability company, not later than 60 days after service of the notice under Subsection (2), does not cure or demonstrate to the satisfaction of the division the nonexistence of each ground determined by the division, the division shall administratively dissolve the limited liability company by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The division shall file the statement and serve a copy on the limited liability company pursuant to Section 48-3a-209. (4) A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under Sections 48-3a-703, 48-3a-705, 48-3a-706, 48-3a-707, and 48-3a-711, or to apply for reinstatement under Section 48-3a-709. (5) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.
Utah Code § 48-1d-803 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-803
§ 48-1d-803. Liability of person dissociated as partner to other persons.
Status: in_force

10/1/2026 (1) A person's dissociation as a partner does not of itself discharge the person's liability as a partner for a debt, obligation, or other liability of the partnership incurred before dissociation. Except as otherwise provided in Subsection (2), the person is not liable for a partnership obligation incurred after dissociation. (2) A person that has dissociated as a partner without the dissociation resulting in a dissolution and winding up of the partnership's activities and affairs is liable on a transaction entered into by the partnership after the dissociation only if: (a) a partner would be liable on the transaction; and (b) at the time the other party enters into the transaction: (i) less than two years has passed since the dissociation; and (ii) the other party does not have knowledge or notice of the dissociation and reasonably believes that the person is a partner. (3) By agreement with a creditor of a partnership and the partnership, a person dissociated as a partner may be released from liability for an obligation of the partnership. (4) A person dissociated as a partner is released from liability for an obligation of the partnership if the partnership's creditor, with knowledge or notice of the person's dissociation but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
Utah Code § 48-2e-118 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-118
§ 48-2e-118. Reservation of power to amend or repeal.
Status: in_force

10/1/2026The Legislature of this state has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign limited partnerships subject to this chapter are governed by the amendment or repeal.
Utah Code § 48-1d-804 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-804
§ 48-1d-804. Statement of dissociation.
Status: in_force

10/1/2026 (1) A person dissociated as a partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (2) A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of Subsections 48-1d-303(4) and (5).
Utah Code § 48-3a-301 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-301
§ 48-3a-301. No agency powers of member as member.
Status: in_force

10/1/2026 (1) A member is not an agent of a limited liability company solely by reason of being a member. (2) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.
Utah Code § 48-3a-403 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-403
§ 48-3a-403. Liability for contributions.
Status: in_force

10/1/2026 (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 contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made. (3) The obligation of a person to make a contribution may be compromised only by consent of all members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in Subsection (1) without notice of a compromise under this Subsection (3), the creditor may enforce the obligation.
Utah Code § 48-2e-1106 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1106
§ 48-2e-1106. Reference to external facts.
Status: in_force

10/1/2026A 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, whether or not the event, determination, or action is within the control of a party to the transaction.
Utah Code § 48-3a-1209 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1209
§ 48-3a-1209. Foreign limited liability company -- Series.
Status: in_force

10/1/2026A foreign limited liability company that is registered to do business in this state that is governed by an operating agreement that establishes or provides for the establishment of a series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the foreign limited liability company, or profits and losses associated with the specified property or obligations, shall indicate that fact on the foreign registration statement filed by the division. In addition, the foreign limited liability company shall state on the foreign registration statement whether the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series. Notice in a foreign limited liability company's foreign registration statement of the limitation on liability of a series as referenced in this section shall have the same effect found in Section 48-3a-1202 as a notice of limitation on liability of a series set forth in a limited liability company's certificate of organization.
Utah Code § 48-2e-806 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-806
§ 48-2e-806. Known claims against dissolved limited partnership.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsection (4), a dissolved limited partnership may give notice of a known claim under Subsection (2), which has the effect provided in Subsection (3). (2) A dissolved limited partnership may in a record notify its known claimants of the dissolution. The notice must: (a) specify the information required to be included in a claim; (b) state that a claim must be in writing and provide a mailing address to which the claim is to be sent; (c) state the deadline for receipt of a claim, which may not be less than 120 days after the date the notice is received by the claimant; (d) state that the claim will be barred if not received by the deadline; and (e) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 48-2e-404. (3) A claim against a dissolved limited partnership is barred if the requirements of Subsection (2) are met, and: (a) the claim is not received by the specified deadline; or (b) if the claim is timely received but rejected by the limited partnership: (i) the limited partnership causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the limited partnership to enforce the claim not later than 90 days after the claimant receives the notice; and (ii) the claimant does not commence the required action not later than 90 days after the claimant receives the notice. (4) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
Utah Code § 48-2e-1102 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1102
§ 48-2e-1102. Relationship of part to other laws.
Status: in_force

10/1/2026This part does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this part.
Utah Code § 48-1d-1304 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1304
§ 48-1d-1304. Providing a professional service.
Status: in_force

10/1/2026 (1) Subject to Section 48-1d-1305, a professional services partnership may provide a professional service in this state only through an individual licensed or otherwise authorized in this state to provide the professional service. (2) Subsection (1) does not: (a) require an individual employed by a professional services partnership to be licensed to perform a service for the professional services company if a license is not otherwise required; (b) prohibit a licensed individual from providing a professional service in the individual's professional capacity although the individual is a partner, employee, or agent of a professional services partnership; or (c) prohibit an individual licensed in another state from providing a professional service for a professional services partnership in this state if not prohibited by the regulating board.
Utah Code § 48-3a-201 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-201
§ 48-3a-201. Formation of limited liability company -- Certificate of organization.
Status: in_force

10/1/2026 (1) One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization. (2) A certificate of organization must state: (a) the name of the limited liability company, which must comply with Section 48-3a-108; (b) the street and mailing address of the limited liability company's principal office; (c) the information required by Subsection 16-17-203(1); (d) if the limited liability company is a low-profit limited liability company, a statement that the limited liability company is a low-profit limited liability company; (e) if the limited liability company is a professional services company, the information required by Section 48-3a-1103; and (f) if the limited liability company is to have one or more series in which the liabilities of the series are to be limited as contemplated by Subsection 48-3a-1201(2), notice of the limitation on liability in accordance with Section 48-3a-1202. (3) A certificate of organization may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection 48-3a-112(3) in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority. (4) A limited liability company is formed when the limited liability company's certificate of organization becomes effective and at least one person becomes a member.
Utah Code § 48-3a-1106 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1106
§ 48-3a-1106. Limit of one profession.
Status: in_force

10/1/2026 (1) A professional services company organized to provide a professional service under this part may provide only: (a) one specific type of professional service; and (b) services ancillary to the professional service described in Subsection (1)(a). (2) A professional services company organized to provide a professional service under this part may not engage in a business other than to provide: (a) the professional service that it was organized to provide; and (b) services ancillary to the professional service described in Subsection (2)(a). (3) Notwithstanding Subsections (1) and (2), a professional services company may: (a) own real and personal property necessary or appropriate for providing the type of professional service it was organized to provide; and (b) invest the professional services company's money in one or more of the following: (i) real estate; (ii) mortgages; (iii) stocks; (iv) bonds; or (v) another type of investment.
Utah Code § 48-2e-902 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-902
§ 48-2e-902. Registration to do business in this state.
Status: in_force

10/1/2026 (1) A foreign limited partnership may not do business in this state until it registers with the division under this part. (2) A foreign limited partnership doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state. (3) The failure of a foreign limited partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited partnership or preclude it from defending an action or proceeding in this state. (4) A limitation on the liability of a general partner or limited partners of a foreign limited partnership is not waived solely because the foreign limited partnership does business in this state without registering to do business in this state. (5) Subsections 48-2e-901(1) and (2) apply even if the foreign limited partnership fails to register under this part.
Utah Code § 48-3a-402 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-402
§ 48-3a-402. Form of contribution.
Status: in_force

10/1/2026A 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.
Utah Code § 48-2e-1131 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1131
§ 48-2e-1131. Interest exchange authorized.
Status: in_force

10/1/2026 (1) By complying with Sections 48-2e-1131 through 48-2e-1136: (a) a domestic limited partnership may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or (b) all of one or more classes or series of interests of a domestic limited partnership may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing. (2) By complying with the provisions of Sections 48-2e-1131 through 48-2e-1136 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under Sections 48-2e-1131 through 48-2e-1136 if the interest exchange is authorized by the law of the foreign entity's jurisdiction of formation. (3) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited partnership is the acquired entity as if the interest exchange were a merger until the provision is amended after January 1, 2014.
Utah Code § 48-1d-1105 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1105
§ 48-1d-1105. Permitted names.
Status: in_force

10/1/2026 (1) The name of a partnership that is not a limited liability partnership may not contain the phrase "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P.", "L.L.P.", "RLLP", or "LLP". (2) The name of a limited liability partnership must contain the words "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP". (3) Except as otherwise provided in Subsection (6), the name of a limited liability partnership and the name under which a foreign limited liability partnership may register to do business in this state must be distinguishable on the records of the division from any: (a) name of an existing person whose formation required the filing of a record by the division; (b) name of a limited liability partnership; (c) name of a person that is registered to do business in this state by the filing of a record by the division; (d) name reserved under Section 48-1d-1106 or other law of this state providing for the reservation of a name by the filing of a record by the division; (e) name registered under Section 48-1d-1107 or other law of this state providing for the registration of a name by the filing of a record by the division; or (f) assumed name registered under Title 42, Chapter 2, Conducting Business Under Assumed Name. (4) If a person consents in a record to the use of the person's name and submits an undertaking in a form satisfactory to the division to change the person's name to a name that is distinguishable on the records of the division from any name in any category of names in Subsection (3), the name of the consenting person may be used by the person to which the consent was given. (5) Except as otherwise provided in Subsection (6), in determining whether a name is the same as or not distinguishable on the records of the division from the name of another entity, words, phrases, or abbreviations indicating the type of entity, such as "corporation", "corp.", "incorporated", "Inc.", "professional corporation", "PC", "P.C.", "professional association", "PA", "P.A.", "Limited", "Ltd.", "limited partnership", "LP", "L.P.", "limited liability partnership", "LLP", "L.L.P.", "registered limited liability partnership", "RLLP", "R.L.L.P.", "limited liability limited partnership", "LLLP", "L.L.L.P.", "registered limited liability limited partnership", "RLLLP", "R.L.L.L.P.", "limited liability company", or "LLC", "L.L.C.", "professional limited liability company", "PLLC", or "P.L.L.C.", may not be taken into account. (6) A person may consent in a record to the use of a name that is not distinguishable on the records of the division from the person's name except for the addition of a word, phrase, or abbreviation indicating the type of person as provided in Subsection (5). In such a case, the person need not change person's name pursuant to Subsection (4). (7) The division may not approve for filing a name that implies that a limited liability partnership is an agency of this state or any of the state's political subdivisions, if the limited liability partnership is not actually such a legally established agency or subdivision. (8) The authorization to file a certificate under or to reserve or register a limited liability partnership name as granted by the division does not: (a) abrogate or limit the law governing unfair competition or unfair trade practices; (b) derogate from the common law, the principles of equity, or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or (c) create an exclusive right in geographic or generic terms contained within a name. (9) The name of a limited liability partnership or foreign limited liability partnership may not contain: (a) the words: (i) "association"; (ii) "corporation"; (iii) "incorporated"; (iv) "limited liability company"; (v) "limited company"; (vi) "limited partnership"; or (vii) "Ltd."; (b) any word or abbreviation that is of like import to the words listed in Subsection (9)(a); (c) without the written consent of the United States Olympic Committee, the words: (i) "Olympic"; (ii) "Olympiad"; or (iii) "Citius Altius Fortius"; or (d) for a limited liability partnership that changes the limited liability partnership's name or registers to do business in the state on or after May 4, 2022, the number sequence "911."
Utah Code § 48-1d-104 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-104
§ 48-1d-104. Governing law.
Status: in_force

10/1/2026The internal affairs of a partnership and the liability of a partner as a partner for the debts, obligations, or other liabilities of the partnership are governed by: (1) in the case of a limited liability partnership, the law of this state; and (2) in the case of a partnership that is not a limited liability partnership, the law of the state of the jurisdiction in which the partnership has its principal office.
Utah Code § 48-3a-1103 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1103
§ 48-3a-1103. Additional requirements for certificate of organization.
Status: in_force

10/1/2026The certificate of organization of a professional services company shall: (1) comply with Section 48-3a-201; and (2) contain the following: (a) a name consistent with Section 48-3a-1104; (b) a description of the profession to be practiced through the professional services company; and (c) notwithstanding Section 48-3a-201, the name and street address of each member or manager of the professional services company.
Utah Code § 48-2e-113 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-113
§ 48-2e-113. Partnership agreement -- Effect on limited partnership and person becoming partner -- Preformation agreement.
Status: in_force

10/1/2026 (1) A limited partnership is bound by and may enforce the partnership agreement, whether or not the limited partnership has itself manifested assent to the partnership agreement. (2) A person that becomes a partner of a limited partnership is deemed to assent to the partnership agreement. (3) Two or more persons intending to become the initial partners of a limited partnership may make an agreement providing that upon the formation of the limited partnership the agreement will become the limited partnership agreement.
Utah Code § 48-2e-202 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-202
§ 48-2e-202. Amendment of restatement of certificate of limited partnership.
Status: in_force

10/1/2026 (1) A certificate of limited partnership may be amended or restated at any time. (2) To amend its certificate of limited partnership, a limited partnership must deliver to the division for filing an amendment stating: (a) the name of the limited partnership; (b) the date of filing of its initial certificate of limited partnership; and (c) the changes the amendment makes to the certificate of limited partnership as most recently amended or restated. (3) To restate its certificate of limited partnership, a limited partnership must deliver to the division for filing a restatement designated as such in its heading. (4) A limited partnership shall promptly deliver to the division for filing an amendment to a certificate of limited partnership to reflect: (a) the admission of a new general partner; (b) the dissociation of a person as a general partner; or (c) the appointment of a person to wind up the limited partnership's activities and affairs under Subsection 48-2e-802(3) or (4). (5) If a general partner knows that any information in a filed certificate of limited partnership was inaccurate when the certificate of limited partnership was filed or has become inaccurate due to changed circumstances, the general partner shall promptly: (a) cause the certificate of limited partnership to be amended; or (b) if appropriate, deliver to the division for filing a statement of change under Section 16-17-206 or a statement of correction under Section 48-2e-208.
Utah Code § 48-1d-1034 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1034
§ 48-1d-1034. Amendment or abandonment of plan of interest exchange.
Status: in_force

10/1/2026 (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 partnership may approve an amendment of a plan of interest exchange: (a) 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 (b) by the partners of the acquired partnership in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change: (i) the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the acquired partnership under the plan; (ii) the partnership agreement of the acquired partnership that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the partners of the acquired partnership under this chapter or the partnership agreement; or (iii) any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect. (3) After a plan of interest exchange has been approved and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic acquired partnership may abandon the plan in the same manner as the plan was approved. (4) If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by the acquired partnership, must be delivered to the division for filing before the statement of interest exchange becomes effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of the acquired partnership; (b) the date on which the statement of interest exchange was delivered to the division for filing; and (c) a statement that the interest exchange has been abandoned in accordance with this section.
Utah Code § 48-2e-1004 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1004
§ 48-2e-1004. Pleading.
Status: in_force

10/1/2026In a derivative action to enforce a right of a limited partnership, the complaint must state with particularity: (1) the date and content of the plaintiff's demand and the response to the demand by the general partner; or (2) why demand should be excused as futile.
Utah Code § 48-1c-101 — Utah Code / Title 48 / Chapter 48-1c / § 48-1c-101
§ 48-1c-101. Title.
Status: in_force

10/1/2026 (1) This title is known as the "Unincorporated Business Entity Act." (2) This chapter is known as "General Provisions."
Utah Code § 48-2e-1107 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1107
§ 48-2e-1107. Alternative means of approval of transactions.
Status: in_force

10/1/2026Except 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 part for approval of the transaction.
Utah Code § 48-1d-906 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-906
§ 48-1d-906. Disposition of assets in winding up -- When contributions required.
Status: in_force

10/1/2026 (1) In winding up its activities and affairs, a partnership shall apply its assets, including the contributions required by this section, to discharge the partnership's obligations to creditors, including partners that are creditors. (2) After a partnership complies with Subsection (1), any surplus must be distributed in the following order, subject to any charging order in effect under Section 48-1d-604: (a) to each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and (b) among partners in proportion to their respective rights to share in distributions immediately before the dissolution of the partnership, except to the extent necessary to comply with any transfer effective under Section 48-1d-603. (3) If a partnership's assets are insufficient to satisfy all its obligations under Subsection (1), with respect to each unsatisfied obligation incurred when the partnership was not a limited liability partnership, the following rules apply: (a) Each person that was a partner when the obligation was incurred and that has not been released from the obligation under Subsections 48-1d-803(3) and (4) shall contribute to the partnership to enable the partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of partner in effect for each of those persons when the obligation was incurred. (b) If a person does not contribute the full amount required under Subsection (3)(a) with respect to an unsatisfied obligation of the partnership, the other persons required to contribute by Subsection (3)(a) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of partner in effect for each of those other persons when the obligation was incurred. (c) If a person does not make the additional contribution required by Subsection (3)(b), further additional contributions are determined and due in the same manner as provided in that subsection. (d) A person that makes an additional contribution under Subsection (3)(b) or (3)(c) may recover from any person whose failure to contribute under Subsection (3)(a) or (3)(b) necessitated the additional contribution. A person may not recover under this Subsection (3) more than the amount additionally contributed. A person's liability under this Subsection (3) may not exceed the amount the person failed to contribute. (4) If a partnership does not have sufficient surplus to comply with Subsection (2)(a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions. (5) All distributions made under Subsections (2) and (4) must be paid in money.
Utah Code § 48-1d-1004 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1004
§ 48-1d-1004. Status of filings.
Status: in_force

10/1/2026A 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.
Utah Code § 48-2e-807 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-807
§ 48-2e-807. Other claims against dissolved limited partnership.
Status: in_force

10/1/2026 (1) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the dissolved limited partnership to present them in accordance with the notice. (2) A notice under Subsection (1) must: (a) be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited partnership's principal office is located or, if the principal office is not located in this state, in the county in which the office of the dissolved limited partnership's registered agent is or was last located and in accordance with Section 45-1-101; (b) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; (c) state that a claim against the dissolved limited partnership is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice; and (d) unless the dissolved limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the dissolved limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on Section 48-2e-404. (3) If a dissolved limited partnership publishes a notice in accordance with Subsection (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership not later than three years after the publication date of the notice: (a) a claimant that did not receive notice in a record under Section 48-2e-806; (b) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and (c) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. (4) A claim not barred under this section or Section 48-2e-806 may be enforced: (a) against the dissolved limited partnership, to the extent of its undistributed assets; (b) except as otherwise provided in Section 48-2e-808, if the assets of the dissolved limited partnership have been distributed after dissolution, against a partner or transferee to the extent of that person's proportionate share of the claim or of the dissolved limited partnership's assets distributed to the partner or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution; and (c) against any person liable on the claim under Sections 48-2e-404 and 48-2e-607.
Utah Code § 48-1d-110 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-110
§ 48-1d-110. Signing of records to be delivered for filing to division.
Status: in_force

10/1/2026 (1) A record delivered to the division for filing pursuant to this chapter must be signed as follows: (a) Except as otherwise provided in Subsections (1)(b) and (c), a record signed by a partnership must be signed by a person authorized by the partnership. (b) A record filed on behalf of a dissolved partnership that has no partner must be signed by the person winding up the partnership's activities and affairs under Subsection 48-1d-902(3) or a person appointed under Subsection 48-1d-902(4) to wind up the business. (c) A statement of denial by a person under Section 48-1d-304 must be signed by that person. (d) Any other record delivered on behalf of a person to the division for filing must be signed by that person. (2) Any record filed under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. (3) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
Utah Code § 48-1d-113 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-113
§ 48-1d-113. Effective time and date.
Status: in_force

10/1/2026Except as otherwise provided in Section 48-1d-114 and subject to Subsection 48-1d-115(3), a record filed under this chapter is effective: (1) on the date and at the time of its filing by the division, as provided in Section 48-1d-116; (2) on the date of filing and at the time specified in the record as its effective time, if later than the time under Subsection (1); (3) at a specified delayed effective time and date, which may not be more than 90 days after the date of filing; or (4) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.
Utah Code § 48-3a-1109 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1109
§ 48-3a-1109. Member or manager of a professional services company.
Status: in_force

10/1/2026A professional services company organized to provide a professional service: (1) may include a member, manager, or employee who is authorized under the laws of the jurisdiction where the member, manager, or employee resides to provide a similar professional service; (2) may include a member who is not licensed or registered by the state to provide the professional service to the extent allowed by the applicable licensing or registration act relating to the professional service; and (3) may render a professional service in this state only through a member, manager, or employee who is licensed or registered by this state to render the professional service.
Utah Code § 48-3a-601 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-601
§ 48-3a-601. Power to dissociate as member -- Wrongful dissociation.
Status: in_force

10/1/2026 (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 wrongful only if the dissociation: (a) is in breach of an express provision of the operating agreement; or (b) occurs before the completion of the winding up of the limited liability company and: (i) the person withdraws as a member by express will; (ii) the person is expelled as a member by judicial order under Subsection 48-3a-602(6); (iii) the person is dissociated under Subsection 48-3a-602(8); or (iv) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. (3) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to Section 48-3a-801, to the other members for damages caused by the dissociation. The liability is in addition to any debt, obligation, or other liability of the member to the limited liability company or the other members.
Utah Code § 48-5-406 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-406
§ 48-5-406. Taxation.
Status: in_force

10/1/2026 (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 shall be subject to the provisions of Title 59, Chapter 7, Corporate Franchise and Income Taxes. (2) (a) Unless the decentralized autonomous organization makes the election described in Subsection (1), a decentralized autonomous organization recognized by this act shall be classified as a partnership for tax purposes and subject to the provisions of Title 59, Chapter 10, Part 14, Pass-Through Entities and Pass-Through Entity Taxpayers Act. (b) For purposes of taxation, a decentralized autonomous organization shall allocate the distributive share of income, gain, loss, deduction, and credit derived from the decentralized autonomous organization's activities, to each member of the decentralized autonomous organization in proportion to the member's membership interest in the entity.
Utah Code § 48-2e-1122 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1122
§ 48-2e-1122. Plan of merger.
Status: in_force

10/1/2026 (1) A domestic limited partnership may become a party to a merger under Sections 48-2e-1121 through 48-2e-1126 by approving a plan of merger. The plan must be in a record and contain: (a) as to each merging entity, its name, jurisdiction of formation, and type of entity; (b) if the surviving entity is to be created in the merger, a statement to that effect and the entity's name, jurisdiction of formation, and type of entity; (c) the manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) if the surviving entity exists before the merger, any proposed amendments to its public organic record, if any, or to its private organic rules that are, or are proposed to be, in a record; (e) if the surviving entity is to be created in the merger, its proposed public organic record, if any, and the full text of its private organic rules that are proposed to be in a record; (f) the other terms and conditions of the merger; and (g) any other provision required by the law of a merging entity's jurisdiction of formation or the organic rules of a merging entity. (2) In addition to the requirements of Subsection (1), a plan of merger may contain any other provision not prohibited by law.
Utah Code § 48-5-203 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-203
§ 48-5-203. By-laws.
Status: in_force

10/1/2026 (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 organization may contain any provision for managing the entity and regulating the affairs of the decentralized autonomous organization that is not inconsistent with law.
Utah Code § 48-3a-706 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-706
§ 48-3a-706. Other claims against dissolved limited liability company.
Status: in_force

10/1/2026 (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 under Subsection (1) must: (a) be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if the principal office is not located in this state, in the county in which the office of the limited liability company's registered agent is or was last located and in accordance with Section 45-1-101; (b) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and (c) state that a claim against the limited liability company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice. (3) If a dissolved limited liability company publishes a notice in accordance with Subsection (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the limited liability company not later than three years after the publication date of the notice: (a) a claimant that did not receive notice in a record under Section 48-3a-705; (b) a claimant whose claim was timely sent to the limited liability company but not acted on; and (c) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. (4) A claim not barred under this section or Section 48-3a-705 may be enforced: (a) against a dissolved limited liability company, to the extent of its undistributed assets; and (b) except as otherwise provided in Section 48-3a-707, if assets of the limited liability company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the limited liability company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution.
Utah Code § 48-3a-1105 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1105
§ 48-3a-1105. Providing a professional service.
Status: in_force

10/1/2026 (1) Subject to Section 48-3a-1106, a professional services company may provide a professional service in this state only through an individual licensed or otherwise authorized in this state to provide the professional service. (2) Subsection (1) does not: (a) require an individual employed by a professional services company to be licensed to perform a service for the professional services company if a license is not otherwise required; (b) prohibit a licensed individual from providing a professional service in the individual's professional capacity although the individual is a member, manager, employee, or agent of a professional services company; or (c) prohibit an individual licensed in another state from providing a professional service for a professional services company in this state if not prohibited by the regulating board.
Utah Code § 48-3a-116 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-116
§ 48-3a-116. Reservation of power to amend or repeal.
Status: in_force

10/1/2026The Legislature of this state has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.
Utah Code § 48-2e-115 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-115
§ 48-2e-115. Required information.
Status: in_force

10/1/2026A limited partnership shall maintain at its principal office the following information: (1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order; (2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed; (3) a copy of any filed statement of merger, interest exchange, conversion, or domestication; (4) a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years; (5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement; (6) a copy of any financial statement of the limited partnership for the three most recent years; (7) a copy of the three most recent annual reports delivered by the limited partnership to the division pursuant to Section 48-2e-212; (8) a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and (9) unless contained in a partnership agreement made in a record, a record stating: (a) a description and statement of the agreed value of contributions other than money made and agreed to be made by each partner; (b) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (c) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (d) any events upon the happening of which the limited partnership is to be dissolved and its activities and affairs wound up.
Utah Code § 48-1d-101 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-101
§ 48-1d-101. Title.
Status: in_force

10/1/2026This chapter may be cited as the "Utah Uniform Partnership Act."
Utah Code § 48-3a-407 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-407
§ 48-3a-407. Management of limited liability company.
Status: in_force

10/1/2026 (1) A limited liability company is a member-managed limited liability company unless the operating agreement: (a) expressly provides that: (i) the limited liability company is or will be "manager-managed"; (ii) the limited liability company is or will be "managed by managers"; or (iii) management of the limited liability company is or will be "vested in managers"; or (b) includes words of similar import. (2) In a member-managed limited liability company, the following rules apply: (a) Except as otherwise provided in this chapter, the management and conduct of the limited liability company are vested in the members. (b) Each member has equal rights in the management and conduct of the limited liability company's activities and affairs. (c) A difference arising among members as to a matter in the ordinary course of the activities of the limited liability company shall be decided by a majority of the members. (d) An act outside the ordinary course of the activities and affairs of the limited liability company may be undertaken only with the affirmative vote or consent of all members. (e) The affirmative vote or consent of all members is required to approve a transaction under Part 10, Merger, Interest Exchange, Conversion, and Domestication. (f) The operating agreement may be amended only with the affirmative vote or consent of all members. (3) In a manager-managed limited liability company, the following rules apply: (a) Except as expressly provided in this chapter, any matter relating to the activities and affairs of the limited liability company is decided exclusively by the manager, or, if there is more than one manager, by a majority of the managers. (b) Each manager has equal rights in the management and conduct of the limited liability company's activities and affairs. (c) The affirmative vote or consent of all members is required to: (i) approve a transaction under Part 10, Merger, Interest Exchange, Conversion, and Domestication; (ii) undertake any act outside the ordinary course of the limited liability company's activities and affairs; or (iii) amend the operating agreement. (d) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority of the members without notice or cause. (e) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member. (f) A person's ceasing to be a manager does not discharge any debt, obligation, or other liability to the limited liability company or members which the person incurred while a manager. (4) An action requiring the vote or consent of members under this chapter may be taken without a meeting, and a member may appoint a proxy or other agent to vote, consent, or otherwise act for the member by signing an appointing record, personally or by the member's agent. (5) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the limited liability company loses the right to participate in management as a member and a manager. (6) A limited liability company shall reimburse a member for an advance to the limited liability company beyond the amount of capital the member agreed to contribute. (7) A payment or advance made by a member which gives rise to an obligation of the limited liability company under Subsection (6) or Subsection 48-3a-408(1) constitutes a loan to the limited liability company which accrues interest from the date of the payment or advance. (8) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the limited liability company.
Utah Code § 48-3a-1005 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1005
§ 48-3a-1005. Nonexclusivity.
Status: in_force

10/1/2026The 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.
Utah Code § 48-3a-113 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-113
§ 48-3a-113. Operating agreement -- Effect on limited liability company and person becoming member -- Preformation agreement.
Status: in_force

10/1/2026 (1) A limited liability company is bound by and may enforce the operating agreement, whether or not the limited liability company has itself manifested assent to the operating agreement. (2) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. (3) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the operating agreement.
Utah Code § 48-2e-1141 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1141
§ 48-2e-1141. Conversion authorized.
Status: in_force

10/1/2026 (1) As used in Sections 48-2e-1141 through 48-2e-1146, 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 limited liability company, a general partnership, a registered limited liability partnership, or a foreign limited partnership. (2) A subject entity may convert to a domestic limited partnership by complying with Sections 48-2e-1141 through 48-2e-1146. (3) By complying with Sections 48-2e-1141 through 48-2e-1146 a domestic limited partnership may become: (a) a domestic entity that is a different type of entity; or (b) a foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign jurisdiction. (4) By complying with the provisions of Sections 48-2e-1141 through 48-2e-1146 applicable to foreign entities, a foreign entity that is not a foreign limited partnership may become a domestic limited partnership if the conversion is authorized by the law of the foreign entity's jurisdiction of formation. (5) If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after January 1, 2014.
Utah Code § 48-2e-1121 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1121
§ 48-2e-1121. Merger authorized.
Status: in_force

10/1/2026 (1) By complying with Sections 48-2e-1121 through 48-2e-1126: (a) one or more domestic limited partnerships may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (b) two or more foreign entities may merge into a domestic limited partnership. (2) By complying with the provisions of Sections 48-2e-1121 through 48-2e-1126 applicable to foreign entities, a foreign entity may be a party to a merger under Sections 48-2e-1121 through 48-2e-1126 or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of formation.
Utah Code § 48-1d-1102 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1102
§ 48-1d-1102. Administrative revocation of statement of qualification.
Status: in_force

10/1/2026 (1) The division may commence a proceeding under Subsections (2) and (3) to revoke the statement of qualification of a limited liability partnership administratively if the limited liability partnership does not: (a) pay any fee, tax, or penalty required to be paid to the division not later than 60 days after it is due; (b) deliver an annual report to the division not later than 60 days after it is due; or (c) have a registered agent in this state for 60 consecutive days. (2) If the division determines that one or more grounds exist for administratively revoking a statement of qualification, the division shall serve the limited liability partnership with notice in a record of the division's determination. (3) If a limited liability partnership, not later than 60 days after service of the notice is effected under Subsection (2), does not cure each ground for revocation or demonstrate to the satisfaction of the division that each ground determined by the division does not exist, the division shall administratively revoke the statement of qualification by signing a statement of administrative revocation that recites the grounds for revocation and the effective date of the revocation. The division shall file the statement and serve a copy on the limited liability partnership pursuant to Section 48-1d-116. (4) An administrative revocation under Subsection (3) affects only a partnership's status as a limited liability partnership and is not an event causing dissolution of the partnership. (5) The administrative revocation of a statement of qualification of a limited liability partnership does not terminate the authority of its registered agent.
Utah Code § 48-1d-308 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-308
§ 48-1d-308. Liability of purported partner.
Status: in_force

10/1/2026 (1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. (2) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. (3) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority. (4) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership. (5) Except as otherwise provided in Subsections (1) and (2), persons who are not partners as to each other are not liable as partners to other persons.
Utah Code § 48-1d-107 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-107
§ 48-1d-107. Partnership agreement -- Effect on partnership and person becoming partner -- Preformation agreement.
Status: in_force

10/1/2026 (1) A partnership is bound by and may enforce the partnership agreement, whether or not the partnership has itself manifested assent to the partnership agreement. (2) A person that becomes a partner of a partnership is deemed to assent to the partnership agreement. (3) Two or more persons intending to become the initial partners of a partnership may make an agreement providing that upon the formation of the partnership the agreement will become the partnership agreement.
Utah Code § 48-1d-1403 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1403
§ 48-1d-1403. Relation to Electronic Signatures in Global and National Commerce Act.
Status: in_force

10/1/2026This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but this chapter does not modify, limit, or supersede Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the notices described in Sec. 103(b) of that act, 15 U.S.C. Sec. 7003(b).
Utah Code § 48-4-301 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-301
§ 48-4-301. Standard of conduct for members.
Status: in_force

10/1/2026 (1) When discharging a duty under this chapter, each member of a member-managed benefit company: (a) shall consider the effect of any action or inaction on: (i) the members of the benefit company; (ii) the employees and workforce of the benefit company; (iii) the interests of customers as beneficiaries of the benefit company's general public benefit purpose or specific public benefit purpose; (iv) community and societal considerations, including those of each community in which offices or facilities of the benefit company or the benefit company's subsidiaries or suppliers are located; (v) the local and global environment; (vi) the short-term and long-term interests of the benefit company, including benefits that may accrue to the benefit company from the benefit company's long-term plans and the possibility that the interests may be best served by the continued independence of the benefit company; and (vii) the ability of the benefit company to accomplish the benefit company's general public benefit purpose and any specific public benefit purpose; and (b) may consider other pertinent factors or the interests of any other group that the member considers appropriate. (2) A member is not required to prioritize the interests of a person or factor described in Subsection (1)(a) or (b) over the interests of any other person or factor, unless the benefit company's certificate of organization states an intention to give priority to certain interests related to the benefit company's accomplishment of the benefit company's general public benefit purpose or a specific public benefit purpose identified in the benefit company's certificate of organization. (3) A member's consideration of interests and factors in accordance with Subsections (1) and (2) does not constitute a violation of Section 48-3a-409. (4) A member of a member-managed limited liability company that is a benefit company does not have a duty to a person who is a beneficiary of the benefit company's general public benefit purpose or a specific public benefit purpose arising from the person's status as a beneficiary.
Utah Code § 48-3a-406 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-406
§ 48-3a-406. Liability for improper distributions.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsection (2), 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 Section 48-3a-405 and in consenting to the distribution fails to comply with Section 48-3a-409, the member or manager is personally liable to the limited liability company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of Section 48-3a-405. (2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in Subsection (1) applies to the other members and not the member that the operating agreement relieves of authority and responsibility. (3) A person that receives a distribution knowing that the distribution violated Section 48-3a-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under Section 48-3a-405. (4) A person against which an action is commenced because the person is liable under Subsection (1) may: (a) implead any other person that is liable under Subsection (1) and seek to enforce a right of contribution from the person; and (b) implead any person that received a distribution in violation of Subsection (3) and seek to enforce a right of contribution from the person in the amount the person received in violation of Subsection (3). (5) An action under this section is barred unless commenced not later than two years after the distribution.
Utah Code § 48-1d-1045 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1045
§ 48-1d-1045. Statement of conversion.
Status: in_force

10/1/2026 (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: (a) the name, jurisdiction of formation, and type of entity of the converting entity; (b) the name, jurisdiction of formation, and type of entity of the converted entity; (c) if the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with Sections 48-1d-1041 through 48-1d-1046 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of formation; (d) if the converted entity is a domestic filing entity, the text of its public organic record, as an attachment; (e) if the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment; and (f) if the converted entity is a foreign entity that is not a registered foreign entity, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-1d-1046(5). (3) In addition to the requirements of Subsection (2), a statement of conversion may contain any other provision not prohibited by law. (4) If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed. (5) A plan of conversion that is signed by a domestic converting entity and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of conversion and on filing has the same effect. If a plan of conversion is filed as provided in this Subsection (5), references in this part to a statement of conversion refer to the plan of conversion filed under this Subsection (5).
Utah Code § 48-3a-203 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-203
§ 48-3a-203. Signing of records to be delivered for filing to division.
Status: in_force

10/1/2026 (1) A record delivered to the division for filing pursuant to this chapter must be signed as follows: (a) Except as otherwise provided in Subsections (1)(b) and (c), a record signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company. (b) A limited liability company's initial certificate of organization must be signed by at least one person acting as an organizer. (c) A record delivered on behalf of a dissolved limited liability company that has no member must be signed by the person winding up the limited liability company's activities and affairs under Subsection 48-3a-703(3) or a person appointed under Subsection 48-3a-703(4) to wind up the activities and affairs. (d) A statement of denial by a person under Section 48-3a-303 must be signed by that person. (e) Any other record delivered on behalf of a person to the division for filing must be signed by that person. (2) Any record filed under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual. (3) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
Utah Code § 48-3a-207 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-207
§ 48-3a-207. Withdrawal of filed record before effectiveness.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Sections 48-3a-1024, 48-3a-1034, 48-3a-1044, and 48-3a-1054, a record delivered to the division for filing may be withdrawn before it takes effect by delivering to the division for filing a statement of withdrawal. (2) A statement of withdrawal must: (a) be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons; (b) identify the record to be withdrawn; and (c) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record. (3) On filing by the division of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
Utah Code § 48-3a-1008 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1008
§ 48-3a-1008. Appraisal rights.
Status: in_force

10/1/2026 (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 organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless: (a) the organic law permits the organic rules to limit the availability of appraisal rights; and (b) the organic rules provide such a limit. (2) An interest holder of a domestic merging, acquired, converting, or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this part to the extent provided in: (a) the entity's organic rules; or (b) the plan.
Utah Code § 48-2e-903 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-903
§ 48-2e-903. Foreign registration statement.
Status: in_force

10/1/2026To register to do business in this state, a foreign limited partnership must deliver a foreign registration statement to the division for filing. The statement must state: (1) the name of the foreign limited partnership and, if the name does not comply with Section 48-2e-108, an alternate name adopted pursuant to Subsection 48-2e-906(1); (2) that the limited partnership is a foreign limited partnership; (3) the name of the foreign limited partnership's jurisdiction of formation; (4) the street and mailing addresses of the foreign limited partnership's principal office and, if the law of the foreign limited partnership's jurisdiction of formation requires the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing addresses of the required office; and (5) the information required by Subsection 16-17-203(1).
Utah Code § 48-1d-505 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-505
§ 48-1d-505. Liability for improper distributions by a limited liability partnership.
Status: in_force

10/1/2026 (1) If a partner of a limited liability partnership consents to a distribution made in violation of Section 48-1d-504 and in consenting to the distribution fails to comply with Section 48-1d-405, the partner is personally liable to the limited liability partnership for the amount of the distribution which exceeds the amount that could have been distributed without the violation of Section 48-1d-504. (2) A person that receives a distribution knowing that the distribution violated Section 48-1d-504 is personally liable to the limited liability partnership but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under Section 48-1d-504. (3) A person against which an action is commenced because the person is liable under Subsection (1) may: (a) implead any other person that is liable under Subsection (1) and seek to enforce a right of contribution from the person; and (b) implead any person that received a distribution in violation of Subsection (2) and seek to enforce a right of contribution from the person in the amount the person received in violation of Subsection (2). (4) An action under this section is barred unless commenced not later than two years after the distribution.