Utah Code § 48-1d-1043 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1043
§ 48-1d-1043. 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 partnership by all the partners of the partnership entitled to vote on or consent to any matter; and (b) in a record, by each partner of a domestic converting partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective: (i) the partnership agreement 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 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 § 48-2e-912 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-912
§ 48-2e-912. Action by attorney general.
Status: in_force

The attorney general may maintain an action to enjoin a foreign limited partnership from doing business in this state in violation of this part.
Utah Code § 48-1d-602 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-602
§ 48-1d-602. Nature of transferable interest.
Status: in_force

10/1/2026A transferable interest is personal property.
Utah Code § 48-1d-1032 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1032
§ 48-1d-1032. Plan of interest exchange.
Status: in_force

10/1/2026 (1) A domestic partnership may be the acquired entity in an interest exchange under Sections 48-1d-1031 through 48-1d-1036 by approving a plan of interest exchange. The plan must be in a record and contain: (a) the name of the acquired entity; (b) the name, jurisdiction of formation, and type of entity of the acquiring entity; (c) the manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) any proposed amendments to the partnership agreement that are, or are proposed to be, in a record of the acquired entity; (e) the other terms and conditions of the interest exchange; and (f) any other provision required by the law of this state or the partnership agreement of the acquired entity. (2) In addition to the requirements of Subsection (1), a plan of interest exchange may contain any other provision not prohibited by law.
Utah Code § 48-2e-802 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-802
§ 48-2e-802. Winding up.
Status: in_force

10/1/2026 (1) (a) A dissolved limited partnership shall wind up the limited partnership's activities and affairs. (b) Except as otherwise provided in Section 48-2e-803, the limited partnership only continues after dissolution for the purpose of winding up. (2) In winding up the limited partnership's activities and affairs, the limited partnership: (a) shall discharge the limited partnership's debts, obligations, and other liabilities, settle and close the limited partnership's activities and affairs, and marshal and distribute the assets of the limited partnership; and (b) may: (i) amend its certificate of limited partnership to state that the limited partnership is dissolved; (ii) preserve the limited partnership activities, affairs, and property as a going concern for a reasonable time; (iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (iv) transfer the limited partnership's property; (v) settle disputes by mediation or arbitration; (vi) deliver to the division for filing a statement of termination stating the name of the limited partnership and that the limited partnership is terminated; and (vii) perform other acts necessary or appropriate to the winding up. (3) (a) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities and affairs may be appointed by the affirmative vote or consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective. (b) A person appointed under this Subsection (3): (i) has the powers of a general partner under Section 48-2e-804 but is not liable for the debts, obligations, and other liabilities of the limited partnership solely by reason of having or exercising those powers or otherwise acting to wind up the dissolved limited partnership's activities and affairs; and (ii) shall deliver promptly to the division for filing an amendment to the certificate of limited partnership stating: (A) that the limited partnership does not have a general partner; (B) the name and street and mailing addresses of the person; and (C) that the person has been appointed pursuant to this subsection to wind up the limited partnership. (4) Upon a petition brought by a partner, a court may order judicial supervision of the winding up of a dissolved limited partnership, including the appointment of a person to wind up the limited partnership's activities and affairs, if: (a) the limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to Subsection (3); or (b) the applicant establishes other good cause.
Utah Code § 48-1d-1206 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1206
§ 48-1d-1206. Noncomplying name of foreign limited liability partnership.
Status: in_force

10/1/2026 (1) A foreign limited liability partnership whose name does not comply with Section 48-1d-1105 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 48-1d-1105. A registered foreign limited liability 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 partnership shall do business in this state under: (a) the alternate name; (b) the foreign limited liability partnership's name, with the addition of its jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed; or (c) an assumed or fictitious name the foreign limited liability partnership is authorized to use under Title 42, Chapter 2, Conducting Business Under Assumed Name. (2) If a registered foreign limited liability partnership changes its name to one that does not comply with Section 48-1d-1105, 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 48-1d-1105.
Utah Code § 48-3a-907 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-907
§ 48-3a-907. Withdrawal deemed on conversion to domestic filing entity or domestic limited liability partnership.
Status: in_force

10/1/2026A registered foreign limited liability company that converts to a domestic limited liability partnership or to a domestic entity that is organized, incorporated, or otherwise formed through the delivery of a record to the division for filing is deemed to have withdrawn its registration on the effective date of the conversion.
Utah Code § 48-5-102 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-102
§ 48-5-102. Governing document hierarchy -- Governing law.
Status: in_force

10/1/2026A decentralized autonomous organization shall be governed by the following, listed in order of primacy: (1) this act; (2) the by-laws of the decentralized autonomous organization; (3) if this act and a decentralized autonomous organization's by-laws are silent, the provisions of Chapter 3a, Utah Revised Uniform Limited Liability Company Act; and (4) principles of law and equity.
Utah Code § 48-2e-1103 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1103
§ 48-2e-1103. 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 § 48-3a-1023 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1023
§ 48-3a-1023. Approval of merger.
Status: in_force

10/1/2026 (1) A plan of merger is not effective unless it has been approved: (a) by a domestic merging limited liability company, by all the members of the limited liability company entitled to vote on or consent to any matter; and (b) in a record, by each member of a domestic merging limited liability company that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless: (i) the operating agreement of the limited liability company in a record provides for the approval of a merger in which some or all of its members become subject to interest holder liability by the vote or consent of fewer than all the members; and (ii) the member consented in a record to or voted for that provision of the operating agreement or became a member after the adoption of that provision. (2) A merger involving a domestic merging entity that is not a limited liability company is not effective unless the merger is approved by that entity in accordance with its organic law. (3) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Utah Code § 48-3a-704 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-704
§ 48-3a-704. Rescinding dissolution.
Status: in_force

10/1/2026 (1) A limited liability company may rescind the limited liability company's dissolution, unless a statement of termination applicable to the limited liability company is effective, a court has entered an order under Subsection 48-3a-701(4) or (5) dissolving the limited liability company, or the division has dissolved the limited liability company under Section 48-3a-708. (2) Rescinding dissolution under this section requires: (a) the consent of each member; (b) if a statement of dissolution applicable to the limited liability company has been filed by the division but has not become effective, the delivery to the division for filing of a statement of withdrawal under Section 48-3a-207 applicable to the statement of dissolution; and (c) if a statement of dissolution applicable to the limited liability company is effective, the delivery to the division for filing of a statement of correction under Section 48-3a-208 stating that dissolution has been rescinded under this section. (3) If a limited liability company rescinds its dissolution: (a) the limited liability company resumes carrying on its activities and affairs as if dissolution had never occurred; (b) subject to Subsection (3)(c), any liability incurred by the limited liability company after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and (c) the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
Utah Code § 48-5-401 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-401
§ 48-5-401. Asset subscription and payment.
Status: in_force

10/1/2026 (1) No minimum capital requirements may apply to a decentralized autonomous organization recognized by this act. (2) If the decentralized autonomous organization wishes to maintain a minimum amount of capital, the by-laws of the decentralized autonomous organization shall specify the rules for subscription and payment. (3) The by-laws shall provide the rules for exiting the decentralized autonomous organization that address the consequences of voluntary and involuntary member and participant exit on subscriptions and payments made by the member or participant. (4) No member may compel the dissolution of the decentralized autonomous organization for failure to return the member's on-chain contribution.
Utah Code § 48-1d-1002 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1002
§ 48-1d-1002. 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-1302 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1302
§ 48-1d-1302. Application of this part.
Status: in_force

10/1/2026If a conflict arises between this part and another provision of this chapter, this part controls.
Utah Code § 48-3a-705 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-705
§ 48-3a-705. Known claims against dissolved limited liability company.
Status: in_force

10/1/2026 (1) A dissolved limited liability company in winding up may dispose of the known claims against it by following the procedures described in this section. (2) A limited liability company in winding up, electing to dispose of known claims pursuant to this section, may give written notice of the limited liability company's dissolution to known claimants at any time after the effective date of the dissolution. The written notice must: (a) describe the information that must be included in a claim; (b) provide an address to which written notice of any claim must be given to the limited liability company; (c) state the deadline, which may not be fewer than 120 days after the effective date of the notice, by which the dissolved limited liability company must receive the claim; and (d) state that, unless sooner barred by another state statute limiting actions, the claim will be barred if not received by the deadline. (3) Unless sooner barred by another state statute limiting actions, a claim against the dissolved limited liability company is barred if: (a) a claimant was given notice under Subsection (2) and the claim is not received by the dissolved limited liability company by the deadline; or (b) the dissolved limited liability company delivers to the claimant written notice of rejection of the claim within 90 days after receipt of the claim and the claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days after the effective date of the rejection notice. (4) Claims which are not rejected by the dissolved limited liability company in writing within 90 days after receipt of the claim by the dissolved limited liability company shall be considered approved. (5) The failure of the dissolved limited liability company to give notice to any known claimant pursuant to Subsection (2) does not affect the disposition under this section of any claim held by any other known claimant. (6) 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-1201 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1201
§ 48-2e-1201. Uniformity of application and construction.
Status: in_force

10/1/2026In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform act upon which this chapter is based.
Utah Code § 48-1d-202 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-202
§ 48-1d-202. Formation of partnership.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsection (2), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (2) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter. (3) In determining whether a partnership is formed, the following rules apply: (a) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. (b) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. (c) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment: (i) of a debt by installments or otherwise; (ii) for services as an independent contractor or of wages or other compensation to an employee; (iii) of rent; (iv) of an annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative, or designee of a deceased or retired partner; (v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or (vi) for the sale of the goodwill of a business or other property by installments or otherwise.
Utah Code § 48-1d-1046 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1046
§ 48-1d-1046. Effect of conversion.
Status: in_force

10/1/2026 (1) When a conversion in which the converted entity is a subject entity or domestic partnership becomes effective: (a) the converted entity is: (i) organized under and subject to this chapter; and (ii) the same entity without interruption as the converting entity; (b) all property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; (c) all debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity; (d) except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity; (e) the name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding; (f) if the converted entity is a limited liability partnership, its statement of qualification is effective simultaneously; (g) the provisions of the partnership agreement of the converted entity that are to be in a record, if any, approved as part of the plan of conversion are effective; and (h) the interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under Section 48-1d-1008 and the converting entity's organic law. (2) Except as otherwise provided in the partnership agreement of a domestic converting partnership, the conversion does not give rise to any rights that a partner or third party would otherwise have upon a dissolution, liquidation, or winding up of the converting entity. (3) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the conversion becomes effective. (4) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic partnership with respect to which the person had interest holder liability is as follows: (a) The conversion does not discharge any interest holder liability to the extent the interest holder liability arose before the conversion became effective. (b) The person does not have interest holder liability for any debt, obligation, or other liability that arises after the conversion becomes effective. (c) The person has whatever rights of contribution from any other person as are provided by law other than this chapter, this chapter, or the partnership agreement of the converting entity with respect to any interest holder liability preserved under Subsection (4)(a) as if the conversion had not occurred. (5) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in Section 16-17-301. (6) If the converting entity is a registered foreign entity, its registration to do business in this state is canceled when the conversion becomes effective. (7) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
Utah Code § 48-1d-904 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-904
§ 48-1d-904. Power to bind partnership after dissolution.
Status: in_force

10/1/2026 (1) A partnership is bound by a partner's act after dissolution which: (a) is appropriate for winding up the partnership's activities and affairs; or (b) would have bound the partnership under Section 48-1d-301 before dissolution, if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution. (2) A person dissociated as a partner binds a partnership through an act occurring after dissolution if at the time the other party enters into the transaction: (a) less than two years has passed since the dissociation; (b) the other party does not have notice of the dissociation and reasonably believes that the person is a partner; and (c) the act: (i) is appropriate for winding up the partnership's activities and affairs; or (ii) would have bound the partnership under Section 48-1d-301 before dissolution, and at the time the other party enters into the transaction the other party does not know or have notice of the dissolution.
Utah Code § 48-3a-904 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-904
§ 48-3a-904. Amendment of foreign registration statement.
Status: in_force

10/1/2026A registered foreign limited liability company shall deliver to the division for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the foreign limited liability company; (2) the foreign limited liability company's jurisdiction of formation; (3) an address required by Subsection 48-3a-903(4); or (4) the information required by Subsection 48-3a-903(5).
Utah Code § 48-5-404 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-404
§ 48-5-404. Restructuring.
Status: in_force

10/1/2026 (1) When a decentralized autonomous organization is restructured, whether through modification, upgrade, or migration, the decentralized autonomous organization's legal personality and limited liability is retained only to the extent that: (a) the new software code of the decentralized autonomous organization fulfills all the formation requirements of Section 48-5-201; and (b) where the decentralized autonomous organization has to be associated with a new unique public address, proper notice is provided by way of public signal. (2) A decentralized autonomous organization that is restructured in compliance with Subsection (1) inherits the rights and obligations of the original decentralized autonomous organization as a successor.
Utah Code § 48-2e-1125 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1125
§ 48-2e-1125. Statement of merger.
Status: in_force

10/1/2026 (1) A statement of merger must be signed by each merging entity and delivered to the division for filing. (2) A statement of merger must contain: (a) the name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity; (b) the name, jurisdiction of formation, and type of entity of the surviving entity; (c) a statement that the merger was approved by each domestic merging entity, if any, in accordance with Sections 48-2e-1121 through 48-2e-1126 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation; (d) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger; (e) if the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; (f) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and (g) if the surviving 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 48-2e-1126(5). (3) In addition to the requirements of Subsection (2), a statement of merger may contain any other provision not prohibited by law. (4) If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, but the public organic record does not need to be signed. (5) A plan of merger that is signed by all the merging entities and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this Subsection (5), references in this part to a statement of merger refer to the plan of merger filed under this Subsection (5).
Utah Code § 48-2e-1104 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1104
§ 48-2e-1104. 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 § 48-3a-1056 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1056
§ 48-3a-1056. Effect of domestication.
Status: in_force

10/1/2026 (1) When a domestication becomes effective: (a) the domesticated limited liability company is: (i) organized under and subject to the organic law of the domesticated limited liability company; and (ii) the same entity without interruption as the domesticating limited liability company; (b) all property of the domesticating limited liability company continues to be vested in the domesticated limited liability company without transfer, reversion, or impairment; (c) all debts, obligations, and other liabilities of the domesticating limited liability company continue as debts, obligations, and other liabilities of the domesticated limited liability company; (d) except as otherwise provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating limited liability company remain in the domesticated limited liability company; (e) the name of the domesticated limited liability company may be substituted for the name of the domesticating limited liability company in any pending action or proceeding; (f) the certificate of organization of the domesticated limited liability company is effective; (g) the provisions of the operating agreement of the domesticated limited liability company that are to be in a record, if any, approved as part of the plan of domestication are effective; and (h) the interests in the domesticating limited liability company are converted to the extent and as approved in connection with the domestication, and the members of the domesticating limited liability company are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under Section 48-3a-1008. (2) Except as otherwise provided in the organic law or operating agreement of the domesticating limited liability company, the domestication does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the domesticating limited liability company. (3) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating limited liability company and becomes subject to interest holder liability with respect to a domestic limited liability company as a result of the domestication has interest holder liability only to the extent provided by the organic law of the domestic limited liability company and only for those debts, obligations, and other liabilities that arise after the domestication becomes effective. (4) When a domestication becomes effective: (a) The domestication does not discharge any interest holder liability under this chapter to the extent the interest holder liability arose before the domestication became effective. (b) A person does not have interest holder liability under this part for any debts, obligations, and other liabilities that arise after the domestication becomes effective. (c) A person has whatever rights of contribution from any other person as are provided by law other than this chapter, this chapter, or the operating agreement of a domestic domesticating limited liability company with respect to any interest holder liability preserved under Subsection (4)(a) as if the domestication had not occurred. (5) When a domestication becomes effective, a foreign limited liability company that is the domesticated limited liability company may be served with process in this state for the collection and enforcement of any of its debts, obligations, and liabilities as provided in Section 16-17-301. (6) If the domesticating limited liability company is a registered foreign limited liability company, the registration of the foreign limited liability company is canceled when the domestication becomes effective. (7) A domestication does not require the limited liability company to wind up its affairs and does not constitute or cause the dissolution of the company.
Utah Code § 48-3a-1002 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1002
§ 48-3a-1002. 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 chapter.
Utah Code § 48-2e-1205 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1205
§ 48-2e-1205. Application to existing relationships.
Status: in_force

10/1/2026 (1) Before January 1, 2016, this chapter governs only: (a) a limited partnership formed on or after January 1, 2014; and (b) except as otherwise provided in Subsections (3) and (4), a limited partnership formed before January 1, 2014, which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter. (2) Except as otherwise provided in Subsection (3), on and after January 1, 2016, this chapter governs all limited partnerships. (3) With respect to a limited partnership formed before January 1, 2014, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement: (a) Subsection 48-2e-104(3) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before January 1, 2014. (b) Sections 48-2e-601 and 48-2e-602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2014. (c) Subsection 48-2e-603(4) does not apply and the partners have the same right and power to expel a general partner as existed immediately before January 1, 2014. (d) Subsection 48-2e-603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2014. (e) Subsection 48-2e-801(1)(c) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2014. (4) With respect to a limited partnership that elects pursuant to Subsection (1)(b) to be subject to this chapter, after the election takes effect the provisions of this chapter relating to the liability of the limited partnership's general partners to third parties apply: (a) before January 1, 2016, to: (i) a third party that had not done business with the limited partnership in the year before the election took effect; and (ii) a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and (b) on and after January 1, 2016, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable under Subsection (4)(a)(ii).
Utah Code § 48-1d-1023 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1023
§ 48-1d-1023. Approval of merger.
Status: in_force

10/1/2026 (1) A plan of merger is not effective unless it has been approved: (a) by a domestic merging partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and (b) in a record, by each partner of a domestic merging partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless: (i) the partnership agreement of the partnership provides in a record for the approval of 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 partners; and (ii) the partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision. (2) A merger involving a domestic merging entity that is not a partnership is not effective unless the merger is approved by that entity in accordance with its organic law. (3) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Utah Code § 48-2e-408 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-408
§ 48-2e-408. Reimbursement, indemnification, advancement, and insurance.
Status: in_force

10/1/2026 (1) A limited partnership shall reimburse a general partner for any payment made by the general partner in the course of the general partner's activities on behalf of the limited partnership, if the general partner complied with Sections 48-2e-406, 48-2e-409, and 48-2e-504 in making the payment. (2) A limited 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 general partner, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of Section 48-2e-406, 48-2e-409, or 48-2e-504. (3) In the ordinary course of its activities and affairs, a limited 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 general partner, if the person promises to repay the limited partnership if the person ultimately is determined not to be entitled to be indemnified under Subsection (2). (4) A limited partnership may purchase and maintain insurance on behalf of a general partner against liability asserted against or incurred by the general partner in that capacity or arising from that status even if, under Subsection 48-2e-112(3)(h), the partnership agreement could not eliminate or limit the person's liability to the limited partnership for the conduct giving rise to the liability.
Utah Code § 48-1d-1210 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1210
§ 48-1d-1210. Termination of registration.
Status: in_force

10/1/2026 (1) The division may terminate the registration of a registered foreign limited liability partnership in the manner provided in Subsections (2) and (3) if the foreign limited liability partnership does not: (a) pay, not later than 60 days after the due date, any fee, tax, interest, or penalty required to be paid to the division under this chapter or law other than this chapter; (b) deliver to the division for filing, not later than 60 days after the due date, the annual report required under Section 48-1d-1109; (c) have a registered agent as required by Section 48-1d-1108; or (d) deliver to the division for filing a statement of a change under Section 16-17-206 not later than 30 days after a change has occurred in the name or address of the registered agent. (2) The division may terminate the registration of a registered foreign limited liability partnership by: (a) filing a notice of termination or noting the termination in the records of the division; and (b) delivering a copy of the notice or the information in the notation to the foreign limited liability partnership's registered agent, or if the foreign limited liability partnership does not have a registered agent, to the foreign limited liability partnership's principal office. (3) A notice or information in a notation under Subsection (2) must include: (a) the effective date of the termination, which must be at least 60 days after the date the division delivers the copy; and (b) the grounds for termination under Subsection (1). (4) The authority of a registered foreign limited liability partnership to do business in this state ceases on the effective date of the notice of termination or notation under Subsection (2), unless before that date the foreign limited liability partnership cures each ground for termination stated in the notice or notation. If the foreign limited liability partnership cures each ground, the division shall file a record so stating.
Utah Code § 48-3a-1112 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1112
§ 48-3a-1112. Conversion to nonprofessional company.
Status: in_force

10/1/2026 (1) A professional services company subject to this part converts into a limited liability company subject to this chapter, but not subject to this part on the day on which: (a) no member of the professional services company is licensed or registered for the professional service for which the professional services company is organized; or (b) all members entitled to vote on or consent to any matter consent not to be a professional services company subject to this part. (2) A professional services company converted as provided in Subsection (1) shall upon the event described in Subsection (1) operate as and be treated as a limited liability company subject to this chapter, but not subject to this part. (3) A limited liability company resulting from a conversion under this section may reconvert to a professional services company: (a) upon at least one member of the limited liability company being licensed or registered for the professional service for which the limited liability company is organized; and (b) each member of the limited liability company entitled to vote on or consent to any matter consents to reconvert the limited liability company to a professional services company subject to this part. (4) If a professional services company is converted or reconverted under this section, the professional services company shall file a certificate of amendment to the certificate of organization with the division within a reasonable time after the conversion or reconversion to reflect the changes.
Utah Code § 48-2e-404 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-404
§ 48-2e-404. General partner's liability.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsections (2) and (3), all general partners are liable jointly and severally for all debts, obligations, and other liabilities of the limited partnership unless otherwise agreed by the claimant or provided by law. (2) A person that becomes a general partner of an existing limited partnership is not personally liable for a debt, obligation, or other liability of the limited partnership incurred before the person became a general partner. (3) A debt, obligation, or other liability of a limited partnership incurred while the limited partnership is a limited liability limited partnership is solely the debt, obligation, or other liability of the limited liability limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability limited partnership solely by reason of being or acting as a general partner. This Subsection (3) applies despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability limited partnership under Subsection 48-2e-406(2)(b). (4) The failure of a limited liability limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a general partner of the limited liability limited partnership for a debt, obligation, or liability of the limited partnership. (5) An amendment of a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership does not affect the limitation in this section on liability of a general partner for a debt, obligation, or other liability of the limited partnership incurred before the amendment became effective.
Utah Code § 48-3a-1304 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1304
§ 48-3a-1304. Merger, interest exchange, conversion, or domestication of a low-profit limited liability company.
Status: in_force

10/1/2026A low-profit limited liability company may engage in a merger, interest exchange, conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, to the same extent as a limited liability company that is not a low-profit limited liability company.
Utah Code § 48-3a-903 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-903
§ 48-3a-903. Foreign registration statement.
Status: in_force

10/1/2026To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the division for filing. The statement must state: (1) the name of the foreign limited liability company and, if the name does not comply with Section 48-3a-108, an alternate name adopted pursuant to Subsection 48-3a-906(1); (2) that the company is a foreign limited liability company; (3) the name of the foreign limited liability company's jurisdiction of formation; (4) the street and mailing addresses of the foreign limited liability company's principal office and, if the law of the jurisdiction of formation requires the foreign limited liability company 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-1307 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1307
§ 48-1d-1307. This part does not limit regulating board.
Status: in_force

10/1/2026This part does not restrict the authority or duty of a regulating board to license an individual providing a professional service or the practice of the profession that is within the jurisdiction of the regulating board, notwithstanding that the individual: (1) is a partner or employee of a professional services partnership; or (2) provides the professional service or engages in the practice of the profession through a professional services partnership.
Utah Code § 48-5-304 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-304
§ 48-5-304. Minority rights protection.
Status: in_force

10/1/2026The decentralized autonomous organization shall state in the by-laws whether the decentralized autonomous organization provides minority rights protection.
Utah Code § 48-3a-703 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-703
§ 48-3a-703. Winding up.
Status: in_force

10/1/2026 (1) (a) A dissolved limited liability company shall wind up the limited liability company's activities and affairs. (b) Except as otherwise provided in Section 48-3a-704, the limited liability company only continues after dissolution for the purpose of winding up. (2) In winding up the limited liability company's activities and affairs, a limited liability company: (a) shall discharge the limited liability company's debts, obligations, and other liabilities, settle and close the limited liability company's activities and affairs, and marshal and distribute the assets of the limited liability company; and (b) may: (i) deliver to the division for filing a statement of dissolution stating the name of the limited liability company and that the limited liability company is dissolved; (ii) preserve the limited liability company activities, affairs, and property as a going concern for a reasonable time; (iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (iv) transfer the limited liability company's property; (v) settle disputes by mediation or arbitration; (vi) deliver to the division for filing a statement of termination stating the name of the limited liability company and that the limited liability company is terminated; and (vii) perform other acts necessary or appropriate to the winding up. (3) (a) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the limited liability company. (b) If the person does so, the person has the powers of a sole manager under Subsection 48-3a-407(3) and is deemed to be a manager for the purposes of Subsection 48-3a-304(1). (4) If the legal representative under Subsection (3) declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this Subsection (4): (a) has the powers of a sole manager under Subsection 48-3a-407(3) and is deemed to be a manager for the purposes of Subsection 48-3a-304(1); and (b) shall promptly deliver to the division for filing an amendment to the limited liability company's certificate of organization stating: (i) that the limited liability company has no members; (ii) the name and street and mailing addresses of the person; and (iii) that the person has been appointed pursuant to this subsection to wind up the limited liability company. (5) A court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities and affairs: (a) upon a petition by a member if the member establishes good cause; (b) upon a petition by a transferee if: (i) the company does not have any members; (ii) the legal representative of the last person to have been a member declines or fails to wind up the limited liability company's activities; and (iii) within a reasonable time following the dissolution a person has not been appointed pursuant to Subsection (4); or (c) in connection with a proceeding under Subsection 48-3a-701(4) or (5).
Utah Code § 48-3a-1001 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1001
§ 48-3a-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 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 48-3a-1041 through 48-3a-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 48-3a-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 company" means the domesticating limited liability company as it continues in existence after a domestication. (9) "Domesticating limited liability company" means the domestic limited liability company that approves a plan of domestication pursuant to Section 48-3a-1053 or the foreign limited liability company that approves a domestication pursuant to the law of its jurisdiction of formation. (10) "Domestication" means a transaction authorized by Sections 48-3a-1051 through 48-3a-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 48-3a-1031 through 48-3a-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) "Merger" means a transaction authorized by Sections 48-3a-1021 through 48-3a-1026. (21) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective. (22) "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. (23) "Organic rules" means the public organic record and private organic rules of an entity. (24) "Plan" means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. (25) "Plan of conversion" means a plan under Section 48-3a-1042. (26) "Plan of domestication" means a plan under Section 48-3a-1052. (27) "Plan of interest exchange" means a plan under Section 48-3a-1032. (28) "Plan of merger" means a plan under Section 48-3a-1022. (29) "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. (30) "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. (31) "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. (32) "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a record filed by the division. (33) "Statement of conversion" means a statement under Section 48-3a-1045. (34) "Statement of domestication" means a statement under Section 48-3a-1055. (35) "Statement of interest exchange" means a statement under Section 48-3a-1035. (36) "Statement of merger" means a statement under Section 48-3a-1025. (37) "Surviving entity" means the entity that continues in existence after or is created by a merger. (38) "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-701 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-701
§ 48-1d-701. Events causing dissociation.
Status: in_force

10/1/2026A person is dissociated as a partner when: (1) the partnership has notice of the person's express will to withdraw as a partner, but, if the person specified a withdrawal date later than the date the partnership had notice, on that later date; (2) an event stated in the partnership agreement as causing the person's dissociation occurs; (3) the person is expelled as a partner pursuant to the partnership agreement; (4) the person is expelled as a partner by the unanimous vote or consent of the other partners if: (a) it is unlawful to carry on the partnership's activities and affairs with the person as a partner; (b) there has been a transfer of all of the person's transferable interest in the partnership, other than: (i) a transfer for security purposes; or (ii) a charging order in effect under Section 48-1d-604, which has not been foreclosed; (c) the person is a corporation and: (i) the partnership notifies the person that it will be expelled as a partner because the person has filed a statement of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation; and (ii) not later than 90 days after the notification, the statement of dissolution or the equivalent has not been revoked or the charter or right to conduct business has not been reinstated; or (d) the person is an unincorporated entity that has been dissolved and whose business is being wound up; (5) on application by the partnership or another partner, the person is expelled as a partner by judicial order because the person: (a) has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the partnership's activities and affairs; (b) has committed willfully or persistently, or is committing willfully or persistently, a material breach of the partnership agreement or a duty or obligation under Section 48-1d-405; or (c) engaged or is engaging in conduct relating to the partnership's activities and affairs which makes it not reasonably practicable to carry on the partnership's activities and affairs with the person as a partner; (6) in the case of an individual: (a) the individual dies; (b) a guardian or general conservator for the individual is appointed; or (c) a court orders that the individual has otherwise become incapable of performing the individual's duties as a partner under this chapter or the partnership agreement; (7) the person: (a) becomes a debtor in bankruptcy; (b) executes an assignment for the benefit of creditors; or (c) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all, or substantially all, of the person's property; (8) in the case of a person that is a testamentary or inter vivos trust or is acting as a partner by virtue of being a trustee of such a trust, the trust's entire transferable interest in the partnership is distributed; (9) in the case of a person that is an estate or is acting as a partner by virtue of being a personal representative of an estate, the estate's entire transferable interest in the partnership is distributed, but not merely by reason of the substitution of a successor personal representative; (10) in the case of a person that is not an individual, corporation, unincorporated entity, trust, or estate, the existence of the person terminates; (11) the partnership participates in a merger under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and: (a) the partnership is not the surviving entity; or (b) otherwise as a result of the merger, the person ceases to be a partner; (12) the partnership participates in an interest exchange under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the interest exchange, the person ceases to be a partner; (13) the partnership participates in a conversion under Part 10, Merger, Interest Exchange, Conversion, and Domestication; (14) the partnership participates in a domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the domestication, the person ceases to be a partner; or (15) the partnership dissolves and completes winding up.
Utah Code § 48-2e-1132 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1132
§ 48-2e-1132. Plan of interest exchange.
Status: in_force

10/1/2026 (1) A domestic limited partnership may be the acquired entity in an interest exchange under Sections 48-2e-1131 through 48-2e-1136 by approving a plan of interest exchange. The plan must be in a record and contain: (a) the name of the acquired entity; (b) the name, jurisdiction of formation, and type of entity of the acquiring entity; (c) the manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) any proposed amendments to the certificate of limited partnership or partnership agreement that are, or are proposed to be, in a record of the acquired entity; (e) the other terms and conditions of the interest exchange; and (f) any other provision required by the law of this state or the partnership agreement of the acquired entity. (2) In addition to the requirements of Subsection (1), a plan of interest exchange may contain any other provision not prohibited by law.
Utah Code § 48-3a-111 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-111
§ 48-3a-111. Registered agent.
Status: in_force

10/1/2026 (1) Each limited liability company and each registered foreign limited liability company shall designate in accordance with Subsection 16-17-203(1) and maintain a registered agent in this state. (2) A limited liability company or registered foreign limited liability company may change its registered agent or the address of its registered agent by filing with the division a statement of change in accordance with Section 16-17-206.
Utah Code § 48-2e-114 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-114
§ 48-2e-114. Partnership agreement -- Effect on third parties and relationship to records effective on behalf of limited partnership.
Status: in_force

10/1/2026 (1) A partnership agreement may specify that its amendment requires the approval of a person that is not a party to the partnership agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (2) The obligations of a limited partnership and its partners to a person in the person's capacity as a transferee or person dissociated as a partner are governed by the partnership agreement. Subject only to a court order issued under Subsection 48-2e-703(2)(b) to effectuate a charging order, an amendment to the partnership agreement made after a person becomes a transferee or is dissociated as a partner: (a) is effective with regard to any debt, obligation, or other liability of the limited partnership or its partners to the person in the person's capacity as a transferee or person dissociated as a partner; and (b) is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a partner. (3) If a record delivered by a limited partnership to the division for filing becomes effective and contains a provision that would be ineffective under Subsection 48-2e-112(3) or (4)(b) if contained in the partnership agreement, the provision is ineffective in the record. (4) Subject to Subsection (3), if a record delivered by a limited partnership to the division for filing becomes effective and conflicts with a provision of the partnership agreement: (a) the partnership agreement prevails as to partners, persons dissociated as partners, and transferees; and (b) the record prevails as to other persons to the extent they reasonably rely on the record.
Utah Code § 48-2e-110 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-110
§ 48-2e-110. Registration of name.
Status: in_force

10/1/2026 (1) A foreign limited partnership not registered to do business in this state under Part 9, Foreign Limited Partnerships, may register its name, or an alternate name adopted pursuant to Section 48-2e-906, if the name is distinguishable on the records of the division from the names that are not available under Section 48-2e-108. (2) To register its name or an alternate name adopted pursuant to Section 48-2e-906, a foreign limited partnership must deliver to the division for filing an application stating the foreign limited partnership's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to Section 48-2e-906. If the division finds that the name applied for is available, the division shall register the name for the applicant's exclusive use. (3) The registration of a name under this section is effective for one year after the date of registration. (4) A foreign limited partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the division for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period. (5) A foreign limited partnership whose name registration is effective may register as a foreign limited partnership under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
Utah Code § 48-3a-202 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-202
§ 48-3a-202. Amendment or restatement of certificate of organization.
Status: in_force

10/1/2026 (1) A certificate of organization may be amended or restated at any time, except that in accordance with Section 48-3a-1303, a low-profit limited liability company shall amend its certificate of organization if the limited liability company ceases to be a low-profit limited liability company. (2) To amend its certificate of organization, a limited liability company must deliver to the division for filing an amendment stating: (a) the name of the limited liability company; (b) the date of filing of its initial certificate of organization; and (c) the changes the amendment makes to the certificate as most recently amended or restated. (3) To restate its certificate of organization, a limited liability company must deliver to the division for filing a restatement designated as such in its heading. (4) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in a filed certificate of organization was inaccurate when the certificate was filed or has become inaccurate due to changed circumstances, the member or manager shall promptly: (a) cause the certificate 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 48-3a-208.
Utah Code § 48-2e-503 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-503
§ 48-2e-503. Sharing of and right to distributions before dissolution.
Status: in_force

10/1/2026 (1) Except to the extent necessary to comply with a transfer effective under Section 48-2e-702 or charging order in effect under Section 48-2e-703, any distributions made by a limited partnership before its dissolution and winding up must be in equal shares among partners and persons dissociated as partners. (2) A person has a right to a distribution before the dissolution and winding up of a limited partnership only if the limited partnership decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. (3) A person does not have a right to demand or receive a distribution from a limited partnership in any form other than money. Except as otherwise provided in Subsection 48-2e-813(5), a partnership may distribute an asset in kind only if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (4) If a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or a person dissociated as a partner on whose account the distribution is made.
Utah Code § 48-1d-1308 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1308
§ 48-1d-1308. Partner of a professional services partnership.
Status: in_force

10/1/2026A professional services partnership organized to provide a professional service: (1) may include a partner or employee who is authorized under the laws of the jurisdiction where the partner or employee resides to provide a similar professional service; (2) may include a partner 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 partner or employee who is licensed or registered by this state to render the professional service.
Utah Code § 48-2e-804 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-804
§ 48-2e-804. Power to bind partnership after dissolution.
Status: in_force

10/1/2026 (1) A limited partnership is bound by a general partner's act after dissolution which: (a) is appropriate for winding up the limited partnership's activities and affairs; or (b) would have bound the limited partnership under Section 48-2e-402 before dissolution, if, at the time the other party enters into the transaction, the other party does not know or have notice of the dissolution. (2) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if: (a) 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 notice of the dissociation and reasonably believes that the person is a general partner; and (b) the act: (i) is appropriate for winding up the limited partnership's activities and affairs; or (ii) would have bound the limited partnership under Section 48-2e-402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
Utah Code § 48-1d-203 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-203
§ 48-1d-203. Partnership property.
Status: in_force

10/1/2026Property acquired by a partnership is property of the partnership and not of the partners individually.
Utah Code § 48-2e-104 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-104
§ 48-2e-104. Nature, purpose, and duration of limited partnership.
Status: in_force

10/1/2026 (1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (2) A limited partnership may have any lawful purpose, regardless of whether for profit. (3) A limited partnership has perpetual duration.
Utah Code § 48-2e-701 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-701
§ 48-2e-701. Nature of transferable interest.
Status: in_force

10/1/2026The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.
Utah Code § 48-1d-1203 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1203
§ 48-1d-1203. Foreign registration statement.
Status: in_force

10/1/2026To register to do business in this state, a foreign limited liability partnership must deliver a foreign registration statement to the division for filing. The statement must state: (1) the name of the foreign limited liability partnership and, if the name does not comply with Section 48-1d-1105, an alternate name adopted pursuant to Subsection 48-1d-1206(1); (2) that the limited liability partnership is a foreign limited liability partnership; (3) the jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed; (4) the street and mailing addresses of the foreign limited liability partnership's principal office and, if the law of the jurisdiction in which the foreign limited liability partnership's statement of qualification or equivalent filing is filed requires the foreign limited liability 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 § 48-2e-204 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-204
§ 48-2e-204. Signing and filing pursuant to judicial order.
Status: in_force

10/1/2026 (1) If a person required by this chapter to sign a record or deliver a record to the division for filing under this chapter does not do so, any other person that is aggrieved may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to order: (a) the person to sign the record; (b) the person to deliver the record to the division for filing; or (c) the division to file the record unsigned. (2) If the petitioner under Subsection (1) is not the limited partnership or foreign limited partnership to which the record pertains, the petitioner shall make the limited partnership or foreign limited partnership a party to the action. (3) A record filed under Subsection (1)(c) is effective without being signed.
Utah Code § 48-3a-909 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-909
§ 48-3a-909. Transfer of registration.
Status: in_force

10/1/2026 (1) When a registered foreign limited liability company has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the division to do business in this 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 liability company before the merger or conversion; (b) that before the merger or conversion the registration pertained to a foreign limited liability company; (c) the name of the applicant foreign entity into which the foreign limited liability company has merged or to which it has been converted, and, if the name does not comply with Section 48-3a-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 48-3a-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 liability company to do business in this state is transferred without interruption to the foreign entity into which the foreign company has merged or to which it has been converted.
Utah Code § 48-1d-601 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-601
§ 48-1d-601. Partner not co-owner of partnership property.
Status: in_force

10/1/2026A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
Utah Code § 48-3a-209 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-209
§ 48-3a-209. Duty of division to file -- Review of refusal to file -- Transmission of information by division.
Status: in_force

10/1/2026 (1) The division shall file a record delivered to the division for filing which satisfies this chapter. The duty of the division under this section is ministerial. (2) When the division files a record, the division shall record it as filed on the date and at the time of its delivery. After filing a record, the division shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing and, in the case of a statement of denial, also to the limited liability company to which the statement pertains. (3) If the division refuses to file a record, the division shall, not later than 15 business days after the record is delivered: (a) return the record or notify the person that submitted the record of the refusal; and (b) provide a brief explanation in a record of the reason for the refusal. (4) (a) If the division refuses to file a record, the person that submitted the record may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to compel filing of the record. (b) The record and the explanation of the division of the refusal to file must be attached to the petition. (c) The court may decide the matter in a summary proceeding. (5) The filing of or refusal to file a record does not create a presumption that the information contained in the record is correct or incorrect. (6) Except as otherwise provided by Section 16-17-301 or by law other than this chapter, the division may deliver any record to a person by delivering it: (a) in person to the person that submitted it; (b) to the address of the person's registered agent; (c) to the principal office of the person; or (d) to another address the person provides to the division for delivery.
Utah Code § 48-1d-604 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-604
§ 48-1d-604. 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 partnership has been served with the charging order, requires the 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 48-1d-603. (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 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, in the capacity of judgment creditor, may satisfy the judgment from the judgment debtor's transferable interest.
Utah Code § 48-1d-306 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-306
§ 48-1d-306. Partner's liability.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsections (2) and (3), all partners are liable jointly and severally for all debts, obligations, and other liabilities of the partnership unless otherwise agreed to by the claimant or provided by law. (2) A person that becomes a partner is not personally liable for a debt, obligation, or other liability of the partnership incurred before the person became a partner. (3) A debt, obligation, or other liability of a partnership incurred while the partnership is a limited liability partnership is solely the debt, obligation, or other liability of the limited liability partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability partnership solely by reason of being or acting as a partner. This Subsection (3) applies: (a) despite anything inconsistent in the partnership agreement that existed immediately before the vote or consent required to become a limited liability partnership under Subsection 48-1d-1101(2); and (b) regardless of the dissolution of the limited liability partnership. (4) The failure of a limited liability partnership to observe any formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on any partner of the limited liability partnership for a debt, obligation, or other liability of the limited liability partnership. (5) The cancellation or administrative revocation of a limited liability partnership's statement of qualification does not affect the limitation under this section on the liability of a partner for a debt, obligation, or other liability of the partnership incurred while the statement was in effect. (6) Subsection (3) and Part 11, Limited Liability Partnerships, do not alter any law applicable to the relationship between a person providing a professional service and a person receiving the professional service, including liability arising out of those professional services. A person providing a professional service remains personally liable for a result of that person's act or omission.
Utah Code § 48-1d-115 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-115
§ 48-1d-115. Correcting filed record.
Status: in_force

10/1/2026 (1) A person on whose behalf a filed record was delivered to the division for filing may correct the record if: (a) the record at the time of filing was inaccurate; (b) the record was defectively signed; or (c) the electronic transmission of the record to the division was defective. (2) To correct a filed record, a person on whose behalf the record was delivered to the division must deliver to the division for filing a statement of correction. (3) A statement of correction: (a) may not state a delayed effective date; (b) must be signed by the person correcting the filed record; (c) must identify the filed record to be corrected; (d) must specify the inaccuracy or defect to be corrected; and (e) must correct the inaccuracy or defect. (4) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of Subsection 48-1d-103(4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
Utah Code § 48-3a-1108 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1108
§ 48-3a-1108. This part does not limit regulating board.
Status: in_force

10/1/2026This part does not restrict the authority or duty of a regulating board to license an individual providing a professional service or the practice of the profession that is within the jurisdiction of the regulating board, notwithstanding that the individual: (1) is a member, manager, or employee of a professional services company; or (2) provides the professional service or engages in the practice of the profession through a professional services company.
Utah Code § 48-2e-904 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-904
§ 48-2e-904. Amendment of foreign registration.
Status: in_force

10/1/2026A registered foreign limited partnership shall deliver to the division for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the foreign limited partnership; (2) the foreign limited partnership's jurisdiction of formation; (3) an address required by Subsection 48-2e-903(4); or (4) the information required by Subsection 48-2e-903(5).
Utah Code § 48-4-302 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-302
§ 48-4-302. Standard of conduct for managers and officers.
Status: in_force

10/1/2026 (1) Each manager of a manager-managed benefit company shall consider the interests and factors described in Subsections 48-4-301(1) and (2) when discharging the manager's duties under this chapter and the operating agreement. (2) If a benefit company has a person serving as an officer, the person shall consider the interests and factors described in Subsections 48-4-301(1) and (2) when discharging the person's duties under this chapter and the operating agreement if: (a) the officer has discretion to act with respect to the matter; and (b) it reasonably appears to the officer that the matter may have a material effect on the benefit company's creation of a general public benefit or a specific public benefit identified in the benefit company's certificate of organization. (3) A manager's consideration of the interests and factors described in Subsections 48-4-301(1) and (2) does not constitute a violation of Section 48-3a-409. (4) A manager or officer 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 § 48-1d-1212 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1212
§ 48-1d-1212. Action by attorney general.
Status: in_force

The attorney general may maintain an action to enjoin a foreign limited liability partnership from doing business in this state in violation of this part.
Utah Code § 48-2e-910 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-910
§ 48-2e-910. Termination of registration.
Status: in_force

10/1/2026 (1) The division may terminate the registration of a registered foreign limited partnership in the manner provided in Subsections (2) and (3) if the foreign limited partnership does not: (a) pay, not later than 60 days after the due date, any fee, tax, interest, or penalty required to be paid to the division under this chapter or law other than this chapter; (b) deliver to the division for filing, not later than 60 days after the due date, an annual report; (c) have a registered agent as required by Section 48-2e-111; or (d) deliver to the division for filing a statement of a change under Section 16-17-206 not later than 30 days after a change has occurred in the name or address of the registered agent. (2) The division may terminate the registration of a registered foreign limited partnership by: (a) filing a notice of termination or noting the termination in the records of the division; and (b) delivering a copy of the notice or the information in the notation to the foreign limited partnership's registered agent, or if the foreign limited partnership does not have a registered agent, to the foreign limited partnership's principal office. (3) The notice must state or the information in the notation under Subsection (2) must include: (a) the effective date of the termination, which must be at least 60 days after the date the division delivers the copy; and (b) the grounds for termination under Subsection (1). (4) The authority of the registered foreign limited partnership to do business in this state ceases on the effective date of the notice of termination or notation under Subsection (2), unless before that date the foreign limited partnership cures each ground for termination stated in the notice or notation. If the foreign limited partnership cures each ground, the division shall file a record so stating.
Utah Code § 48-2e-606 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-606
§ 48-2e-606. Power to bind and liability of person dissociated as general partner.
Status: in_force

10/1/2026 (1) After a person is dissociated as a general partner and before the limited partnership is merged out of existence, converted, or domesticated under Part 11, Merger, Interest Exchange, Conversion, and Domestication, or dissolved, the limited partnership is bound by an act of the person only if: (a) the act would have bound the limited partnership under Section 48-2e-402 before the dissociation; 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 know or have notice of the dissociation and reasonably believes that the person is a general partner. (2) If a limited partnership is bound under Subsection (1), the person dissociated as a general partner which caused the limited partnership to be bound is liable: (a) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred under Subsection (1); 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 liability.
Utah Code § 48-3a-1207 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1207
§ 48-3a-1207. Events causing dissociation from a series.
Status: in_force

10/1/2026 (1) Unless otherwise provided in the operating agreement, a member ceases to be associated with a series and to have the power to exercise a right or power of a member with respect to the series upon the assignment of all of the member's transferable interest in the limited liability company with respect to the series. (2) Unless otherwise provided in an operating agreement, an event under this chapter or the operating agreement that causes a member to cease to be associated with a series does not, by itself: (a) cause the member to cease to be associated with another series; (b) terminate the continued membership of a member in the limited liability company; or (c) cause the termination of the series, regardless of whether the member is the last remaining member associated with the series.
Utah Code § 48-1d-909 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-909
§ 48-1d-909. Court proceedings.
Status: in_force

10/1/2026 (1) (a) A dissolved limited liability partnership that has published a notice under Section 48-1d-908 may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the dissolved limited liability partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved limited liability partnership, are reasonably expected to arise after the effective date of dissolution. (b) Security is not required for any claim that is or is reasonably anticipated to be barred under Subsection 48-1d-907(3). (2) No later than 10 days after the filing of an application under Subsection (1), the dissolved limited liability partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the dissolved limited liability partnership. (3) (a) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. (b) The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability partnership. (4) A dissolved limited liability partnership that provides security in the amount and form ordered by the court under Subsection (1) satisfies the dissolved limited liability partnership's obligations with respect to claims that are contingent, have not been made known to the dissolved limited liability partnership, or are based on an event occurring after the effective date of dissolution, and the claims may not be enforced against a partner or transferee who receives assets in liquidation. (5) This section applies only to a debt, obligation, or other liability incurred while a partnership was a limited liability partnership.
Utah Code § 48-2e-409 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-409
§ 48-2e-409. Standards of conduct for general partners.
Status: in_force

10/1/2026 (1) A general partner owes to the limited partnership and, subject to Subsection 48-2e-1001(1), the other partners the duties of loyalty and care stated in Subsections (2) and (3). (2) The duty of loyalty of a general partner includes the duties: (a) to account to the limited partnership and hold as trustee for it any property, profit, or benefit derived by the general partner: (i) in the conduct or winding up of the limited partnership's activities and affairs; (ii) from a use by the general partner of the limited partnership's property; or (iii) from the appropriation of a limited partnership opportunity; (b) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs as or on behalf of a person having an interest adverse to the limited partnership; and (c) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities and affairs. (3) The duty of care of a general partner in the conduct or winding up of the limited partnership's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (4) A general partner shall discharge the duties and obligations under this chapter or under the partnership agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. (5) A general partner does not violate a duty or obligation under this chapter or under the partnership agreement solely because the general partner's conduct furthers the general partner's own interest. (6) All the partners of a limited partnership may authorize or ratify, after full disclosure of all material facts, a specific act or transaction by a general partner that otherwise would violate the duty of loyalty. (7) It is a defense to a claim under Subsection (2)(b) and any comparable claim in equity or at common law that the transaction was fair to the limited partnership. (8) If, as permitted by Subsection (6) or the partnership agreement, a general partner enters into a transaction with the limited partnership which otherwise would be prohibited by Subsection (2)(b), the general partner's rights and obligations arising from the transaction are the same as those of a person that is not a general partner.
Utah Code § 48-2e-107 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-107
§ 48-2e-107. 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-502 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-502
§ 48-3a-502. Transfer of transferable interest.
Status: in_force

10/1/2026 (1) Subject to Subsection 48-3a-503(6), a transfer, in whole or in part, of a transferable interest: (a) is permissible; (b) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities and affairs; and (c) subject to Section 48-3a-504, does not entitle the transferee to: (i) participate in the management or conduct of the limited liability company's activities and affairs; or (ii) except as otherwise provided in Subsection (3), have access to records or other information concerning the limited liability company's activities and affairs. (2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (3) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the limited liability company's transactions only from the date of dissolution. (4) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (5) A limited liability company need not give effect to a transferee's rights under this section until the limited liability company knows or has notice of the transfer. (6) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer. (7) Except as otherwise provided in Subsection 48-3a-602(5)(b), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member. (8) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under Section 48-3a-403 and Subsection 48-3a-406(3) known to the transferee when the transferee becomes a member.
Utah Code § 48-4-402 — Utah Code / Title 48 / Chapter 48-4 / § 48-4-402
§ 48-4-402. Availability of annual benefit report.
Status: in_force

10/1/2026 (1) Each year, a benefit company shall send the benefit report described in Section 48-4-401 to each member: (a) within 120 days after the day on which the benefit company's fiscal year ends; or (b) the day on which the benefit company delivers any other annual report to the benefit company's members. (2) (a) Within five days after the day on which a benefit company sends a benefit report to each member in accordance with Subsection (1), the benefit company shall: (i) subject to Subsection (2)(b), post a copy of the benefit report on a public portion of the benefit company's website; and (ii) deliver a copy of the benefit report to the division for filing. (b) If a benefit company does not have a website, the benefit company shall provide a copy of the benefit report, without charge, to any person who requests a copy. (c) The benefit company may omit any financial or proprietary information from a copy of a benefit report described in Subsection (2)(a) or (b). (d) The division may charge a fee established by the division in accordance with Section 63J-1-504 for filing an annual benefit report in accordance with this section.
Utah Code § 48-2e-803 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-803
§ 48-2e-803. Rescinding dissolution.
Status: in_force

10/1/2026 (1) A limited partnership may rescind the limited partnership's dissolution, unless a statement of termination applicable to the limited partnership is effective, a court has entered an order under Subsection 48-2e-801(1)(f) dissolving the limited partnership, or the division has dissolved the limited partnership under Section 48-2e-810. (2) Rescinding dissolution under this section requires: (a) the affirmative vote or consent of each partner; and (b) if the limited partnership has delivered to the division for filing an amendment to the certificate of limited partnership stating that the partnership is dissolved and if: (i) the amendment is not effective, the filing by the limited partnership of a statement of withdrawal under Section 48-2e-207 applicable to the amendment; or (ii) the amendment is effective, the delivery by the limited partnership to the division for filing of an amendment to the certificate of limited partnership stating that the dissolution has been rescinded under this section. (3) If a limited partnership rescinds the limited partnership's dissolution: (a) the limited partnership resumes carrying on the limited partnership's activities and affairs as if dissolution had never occurred; (b) subject to Subsection (3)(c), any liability incurred by the limited partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and (c) the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
Utah Code § 48-1d-118 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-118
§ 48-1d-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 liability partnerships subject to this chapter are governed by the amendment or repeal.
Utah Code § 48-1d-903 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-903
§ 48-1d-903. Rescinding dissolution.
Status: in_force

10/1/2026 (1) A partnership may rescind the partnership's dissolution, unless a statement of termination applicable to the partnership is effective or the court has entered an order under Subsection 48-1d-901(4) or (5) dissolving the partnership. (2) Rescinding dissolution under this section requires: (a) the affirmative vote or consent of each partner; (b) if a statement of dissolution applicable to the partnership has been filed by the division but has not become effective, delivery to the division for filing of a statement of withdrawal under Section 48-1d-114 applicable to the statement of dissolution; and (c) if a statement of dissolution applicable to the partnership is effective, the delivery to the division for filing of a statement of correction under Section 48-1d-115 stating that dissolution has been rescinded under this section. (3) If a partnership rescinds the partnership's dissolution: (a) the partnership resumes carrying on its activities and affairs as if dissolution had never occurred; (b) subject to Subsection (3)(c), any liability incurred by the partnership after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and (c) the rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
Utah Code § 48-3a-1024 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1024
§ 48-3a-1024. Amendment or abandonment of plan of merger.
Status: in_force

10/1/2026 (1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic merging limited liability company may approve an amendment of a plan of merger: (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 managers or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the merger 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 the interest holders of any party to the plan; (ii) the public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or (iii) any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. (3) After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited liability company may abandon the plan in the same manner as the plan was approved. (4) If a plan of merger is abandoned after a statement of merger has been delivered to the division for filing and before the statement becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the division for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of each party to the plan of merger; (b) the date on which the statement of merger was delivered to the division for filing; and (c) a statement that the merger has been abandoned in accordance with this section.
Utah Code § 48-3a-710 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-710
§ 48-3a-710. Judicial review of denial of reinstatement.
Status: in_force

10/1/2026 (1) If the division denies a limited liability company's application for reinstatement following administrative dissolution, the division shall serve the limited liability company with a notice in a record that explains the reasons for the denial. (2) A limited liability company may seek judicial review of denial of reinstatement in the district court not later than 30 days after service of the notice of denial.
Utah Code § 48-5-107 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-107
§ 48-5-107. Fees.
Status: in_force

10/1/2026Unless otherwise provided by statute, the division shall charge and collect a fee for services established by the division in accordance with Section 63J-1-504 including fees: (1) for issuing a certified copy of any document, instrument, or paper relating to a decentralized autonomous organization; and (2) for affixing the seal to a certified copy described in Subsection (1).
Utah Code § 48-2e-1123 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1123
§ 48-2e-1123. Approval of merger.
Status: in_force

10/1/2026 (1) A plan of merger is not effective unless it has been approved: (a) by a domestic merging limited partnership, by all 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 merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless: (i) the partnership agreement of the limited partnership in a record provides for the approval of 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 partners; and (ii) the partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision. (2) A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with its organic law. (3) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Utah Code § 48-1d-1107 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1107
§ 48-1d-1107. Registration of name.
Status: in_force

10/1/2026 (1) A foreign limited liability partnership not registered to do business in this state under Part 12, Foreign Limited Liability Partnerships, may register its name, or an alternate name adopted pursuant to Section 48-1d-1206, if the name is distinguishable on the records of the division from the names that are not available under Section 48-1d-1105. (2) To register its name or an alternate name adopted pursuant to Section 48-1d-1206, a foreign limited liability partnership must deliver to the division for filing an application stating the foreign limited liability partnership's name, the jurisdiction and date of its formation, and any alternate name adopted pursuant to Section 48-1d-1206. If the division finds that the name applied for is available, the division shall register the name for the applicant's exclusive use. (3) The registration of a name under this section is effective for one year after the date of registration. (4) A foreign limited liability partnership whose name registration is effective may renew the registration for successive one-year periods by delivering, not earlier than three months before the expiration of the registration, to the division for filing a renewal application that complies with this section. When filed, the renewal application renews the registration for a succeeding one-year period. (5) A foreign limited liability partnership whose name registration is effective may register as a foreign limited liability company under the registered name or consent in a signed record to the use of that name by another person that is not an individual.
Utah Code § 48-3a-804 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-804
§ 48-3a-804. Pleading.
Status: in_force

10/1/2026In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff's demand and the response by the managers or other members to the demand; or (2) why the demand should be excused as futile.
Utah Code § 48-3a-1111 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1111
§ 48-3a-1111. Purchase of interest upon death, incapacity, or disqualification of member.
Status: in_force

10/1/2026 (1) Subject to this part, one or more of the following may provide for the purchase of a member's interest in a professional services company upon the death, incapacity, or disqualification of the member: (a) the certificate of organization; (b) the operating agreement; or (c) a private agreement. (2) In the absence of a provision described in Subsection (1), a professional services company shall purchase the interest of a member who is deceased, incapacitated, or no longer qualified to own an interest in the professional services company within 90 days after the day on which the professional services company is notified of the death, incapacity, or disqualification. (3) If a professional services company purchases a member's interest under Subsection (2), the professional services company shall purchase the interest at a price that is the reasonable fair market value as of the date of death, incapacity, or disqualification. (4) If a professional services company fails to purchase a member's interest as required by Subsection (2) at the end of the 90-day period described in Subsection (2), the following persons may bring an action in a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, to enforce Subsection (2): (a) the personal representative of a deceased member; (b) the guardian or conservator of an incapacitated member; or (c) the disqualified member. (5) A court in which an action is brought under Subsection (4) may: (a) award the person bringing the action the reasonable fair market value of the interest; or (b) within the court's jurisdiction, order the liquidation of the professional services company. (6) If a person described in Subsections (4)(a) through (c) is successful in an action under Subsection (4), the court shall award the person reasonable attorney's fees and costs.
Utah Code § 48-3a-1054 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1054
§ 48-3a-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 company 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 managers or members of the limited liability company in the manner provided in the plan, but a member 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 interest holders of the domesticating limited liability company under the plan; (ii) the certificate of organization or operating agreement of the domesticated limited liability company that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the members of the domesticated limited liability company under its organic law or operating agreement; or (iii) any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect. (2) After a plan of domestication has been approved by a domestic domesticating limited liability company 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 company 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 domesticating limited liability company, 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 company; (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 § 48-1d-204 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-204
§ 48-1d-204. When property is partnership property.
Status: in_force

10/1/2026 (1) Property is partnership property if acquired in the name of: (a) the partnership; or (b) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership. (2) Property is acquired in the name of the partnership by a transfer to: (a) the partnership in its name; or (b) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. (3) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership. (4) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
Utah Code § 48-1d-910 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-910
§ 48-1d-910. Liability of partner and person dissociation as partner when claim against limited liability partnership is barred.
Status: in_force

10/1/2026If a claim against a dissolved limited liability partnership is barred under Section 48-1d-907, 48-1d-908, or 48-1d-909, any corresponding claim under Section 48-1d-306, 48-1d-803, or 48-1d-905 is also barred.
Utah Code § 48-2e-303 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-303
§ 48-2e-303. No liability as limited partner for limited partnership obligations.
Status: in_force

10/1/2026 (1) A debt, obligation, or other liability of a limited partnership is not the debt, obligation, or other liability of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited partnership solely by reason of being or acting as a limited partner, even if the limited partner participates in the management and control of the limited partnership. (2) The failure of a limited partnership to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a limited partner for a debt, obligation, or other liability of the limited partnership.
Utah Code § 48-2e-106 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-106
§ 48-2e-106. Governing law.
Status: in_force

10/1/2026The law of this state governs: (1) the internal affairs of a limited partnership; and (2) the liability of a partner as partner for the debts, obligations, or other liabilities of a limited partnership.
Utah Code § 48-3a-1032 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1032
§ 48-3a-1032. Plan of interest exchange.
Status: in_force

10/1/2026 (1) A domestic limited liability company may be the acquired entity in an interest exchange under Sections 48-3a-1031 through 48-3a-1036 by approving a plan of interest exchange. The plan must be in a record and contain: (a) the name of the acquired entity; (b) the name, jurisdiction of formation, and type of entity of the acquiring entity; (c) the manner of converting the interests in the acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (d) any proposed amendments to the certificate of organization or operating agreement that are, or are proposed to be, in a record of the acquired entity; (e) the other terms and conditions of the interest exchange; and (f) any other provision required by the law of this state or the operating agreement of the acquired entity. (2) In addition to the requirements of Subsection (1), a plan of interest exchange may contain any other provision not prohibited by law.
Utah Code § 48-3a-905 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-905
§ 48-3a-905. Activities not constituting doing business.
Status: in_force

10/1/2026 (1) Activities of a foreign limited liability company which do not constitute doing business in this state under this part include: (a) maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (b) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (c) maintaining accounts in financial institutions; (d) maintaining offices or agencies for the transfer, exchange, and registration of the securities of the foreign limited liability company or maintaining trustees or depositories with respect to those securities; (e) selling through independent contractors; (f) soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts; (g) creating or acquiring indebtedness, mortgages, or security interests in property; (h) securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property; (i) conducting an isolated transaction that is not in the course of similar transactions; (j) owning, without more, property; and (k) doing business in interstate commerce. (2) A person does not do business in this state solely by being a member or manager of a foreign limited liability company that does business in this state. (3) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.
Utah Code § 48-3a-303 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-303
§ 48-3a-303. Statement of denial.
Status: in_force

10/1/2026A person named in a filed statement of authority granting that person authority may deliver to the division for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and (2) denies the grant of authority.
Utah Code § 48-3a-1034 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1034
§ 48-3a-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 limited liability company 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 managers or members of the domestic acquired limited liability company in the manner provided in the plan, but an interest holder 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 members of the acquired limited liability company under the plan; (ii) the certificate of organization or operating agreement of the acquired limited liability company that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the members of the acquired limited liability company under this chapter or the operating agreement; or (iii) any other terms or conditions of the plan, if the change would adversely affect the member 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 limited liability company 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 limited liability company, 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 limited liability company; (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-1153 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1153
§ 48-2e-1153. Approval of domestication.
Status: in_force

10/1/2026 (1) A plan of domestication of a domestic domesticating limited 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 in a record provide 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 partnership is not effective unless it is approved in accordance with the law of the foreign limited partnership's jurisdiction of formation.
Utah Code § 48-5-303 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-303
§ 48-5-303. Proxies.
Status: in_force

10/1/2026 (1) A member may be represented by a proxy. (2) The by-laws of a decentralized autonomous organization may establish the requirements for representation by proxy. (3) A proxy may exercise all rights of a member.
Utah Code § 48-3a-1031 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1031
§ 48-3a-1031. Interest exchange authorized.
Status: in_force

10/1/2026 (1) By complying with Sections 48-3a-1031 through 48-3a-1036: (a) a domestic limited liability company 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 liability company may be acquired by 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. (2) By complying with the provisions of Sections 48-3a-1031 through 48-3a-1036 applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange under Sections 48-3a-1031 through 48-3a-1036 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 liability company but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited liability company 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-1024 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1024
§ 48-1d-1024. Amendment or abandonment of plan of merger.
Status: in_force

10/1/2026 (1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic merging partnership may approve an amendment of a plan of merger: (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 in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger 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 the interest holders of any party to the plan; (ii) the public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; 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 merger has been approved and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging partnership may abandon the plan in the same manner as the plan was approved. (4) If a plan of merger is abandoned after a statement of merger has been delivered to the division for filing and before the statement of merger becomes effective, a statement of abandonment, signed by a party to the plan, must be delivered to the division for filing before the statement of merger becomes effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain: (a) the name of each party to the plan of merger; (b) the date on which the statement of merger was delivered to the division for filing; and (c) a statement that the merger has been abandoned in accordance with this section.
Utah Code § 48-2e-1145 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1145
§ 48-2e-1145. 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 48-2e-1141 through 48-2e-1146 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 48-2e-1146(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, but 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 § 48-2e-911 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-911
§ 48-2e-911. Withdrawal of registration of registered foreign limited partnership.
Status: in_force

(1) A registered foreign limited partnership 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 partnership and its jurisdiction of formation; (b) that the foreign limited partnership is not doing business in this state and that it withdraws its registration to do business in this state; (c) that the foreign limited partnership 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 partnership, 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 § 48-2e-1146 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1146
§ 48-2e-1146. Effect of conversion.
Status: in_force

10/1/2026 (1) When a conversion in which the converted entity is a subject entity or domestic limited partnership becomes effective: (a) the converted entity is: (i) organized under and subject to this chapter; and (ii) the same entity without interruption as the converting entity; (b) all property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; (c) all debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity; (d) except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity; (e) the name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding; (f) the provisions of the partnership agreement of the converted entity that are to be in a record, if any, approved as part of the plan of conversion are effective; and (g) the interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under Section 48-2e-1108 and the converting entity's organic law. (2) Except as otherwise provided in the partnership agreement of a domestic converting limited partnership, the conversion does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the converting entity. (3) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the conversion becomes effective. (4) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic limited partnership with respect to which the person had interest holder liability is as follows: (a) The conversion does not discharge any interest holder liability to the extent the interest holder liability arose before the conversion became effective. (b) The person does not have interest holder liability for any debt, obligation, or other liability that arises after the conversion becomes effective. (c) The person has whatever rights of contribution from any other person as are provided by law other than this chapter, this chapter, or the partnership agreement of the converting entity with respect to any interest holder liability preserved under Subsection (4)(a) as if the conversion had not occurred. (5) When a conversion becomes effective, a foreign entity that is the converted entity may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in Section 16-17-301. (6) If the converting entity is a registered foreign entity, its registration to do business in this state is canceled when the conversion becomes effective. (7) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
Utah Code § 48-1d-1041 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1041
§ 48-1d-1041. Conversion authorized.
Status: in_force

10/1/2026 (1) As used in Sections 48-1d-1041 through 48-1d-1046, 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 partnership by complying with Sections 48-1d-1041 through 48-1d-1046. (3) By complying with Sections 48-1d-1041 through 48-1d-1046, a domestic 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 48-1d-1041 through 48-1d-1046 applicable to foreign entities, a foreign entity that is not a foreign partnership may become a domestic 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 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-109 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-109
§ 48-2e-109. Reservation of name.
Status: in_force

10/1/2026 (1) A person may reserve the exclusive use of a name that complies with Section 48-2e-108 by delivering an application to the division for filing. The application must state the name and address of the applicant and the name to be reserved. If the division finds that the name is available, the division shall reserve the name for the applicant's exclusive use for 120 days. (2) The owner of a reserved name may transfer the reservation to another person by delivering to the division a signed notice in a record of the transfer which states the name and address of the transferee.
Utah Code § 48-3a-1202 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1202
§ 48-3a-1202. Notice of limitation on liability of a series.
Status: in_force

10/1/2026 (1) (a) Notice in a limited liability company's certificate of organization of the limitation on liabilities of a series as referenced in Subsection 48-3a-1201(2)(e) is sufficient for all purposes of this part whether or not the limited liability company has established a series at the time the notice is included in the certificate of organization. (b) For a certificate of organization or an amendment to a certificate of organization made to include notice of series that is filed on or after May 12, 2015, notice in a company's certificate of organization is sufficient for purposes of Subsection (1) only if the notice of series appears immediately following the provision stating the name of the company. (2) The notice of a limitation on liability of a series as referenced in Subsection 48-3a-1201(2)(e) is not required to reference a specific series. (3) The filing by the division of the certificate of organization containing a notice of the limitation on liabilities of a series constitutes notice of the limitation on liabilities of the series.
Utah Code § 48-1d-402 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-402
§ 48-1d-402. Management rights of partners.
Status: in_force

10/1/2026 (1) Each partner has equal rights in the management and conduct of the partnership's activities and affairs. (2) A partner may use or possess partnership property only on behalf of the partnership. (3) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the activities and affairs of the partnership. (4) A difference arising among partners as to a matter in the ordinary course of the activities of the partnership shall be decided by a majority of the partners. (5) An act outside the ordinary course of the activities and affairs of the partnership may be undertaken only with the consent of all partners. An act outside the ordinary course of business of a partnership, an amendment to the partnership agreement, and the approval of a transaction under Part 10, Merger, Interest Exchange, Conversion, and Domestication, may be undertaken only with the affirmative vote or consent of all of the partners.
Utah Code § 48-3a-408 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-408
§ 48-3a-408. Reimbursement, indemnification, advancement, and insurance.
Status: in_force

10/1/2026 (1) A limited liability company shall reimburse a member of a member-managed limited liability company or the manager of a manager-managed limited liability company for any payment made by the member or manager in the course of the member's or manager's activities on behalf of the limited liability company, if the member or manager complied with Sections 48-3a-407 and 48-3a-409 in making the payment. (2) A limited liability company 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 member or manager, if the claim, demand, debt, obligation, or other liability does not arise from the person's breach of Section 48-3a-405, 48-3a-407, or 48-3a-409. (3) In the ordinary course of its activities and affairs, a limited liability company 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 member or manager, if the person promises to repay the limited liability company if the person ultimately is determined not to be entitled to be indemnified under Subsection (2). (4) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the limited liability company against liability asserted against or incurred by the member or manager in that capacity or arising from that status even if, under Subsection 48-3a-112(3)(g), the operating agreement could not eliminate or limit the person's liability to the limited liability company for the conduct giving rise to the liability.
Utah Code § 48-3a-114 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-114
§ 48-3a-114. Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company.
Status: in_force

10/1/2026 (1) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. (2) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under Subsection 48-3a-503(2)(b) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member: (a) is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and (b) is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member. (3) If a record delivered by a limited liability company to the division for filing becomes effective and contains a provision that would be ineffective under Subsection 48-3a-112(3) or (4)(c) if contained in the operating agreement, the provision is ineffective in the record. (4) Subject to Subsection (3), if a record delivered by a limited liability company to the division for filing becomes effective and conflicts with a provision of the operating agreement: (a) the operating agreement prevails as to members, persons dissociated as members, transferees, and managers; and (b) the record prevails as to other persons to the extent they reasonably rely on the record.
Utah Code § 48-5-204 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-204
§ 48-5-204. Annual report to the division.
Status: in_force

10/1/2026 (1) A decentralized autonomous organization shall deliver to the division for filing an annual report that states: (a) the name of the decentralized autonomous organization; and (b) the information required by Subsection 16-17-203(1). (2) Information in the annual report must be current as of the date the report is signed by the decentralized autonomous organization. (3) Every 12 months after the decentralized autonomous organization has been issued a certificate of organization, the decentralized autonomous organization shall submit the annual report described in Subsection (1) to the division.
Utah Code § 48-1d-1109 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1109
§ 48-1d-1109. Annual report for division.
Status: in_force

10/1/2026 (1) Each limited liability partnership and registered foreign limited liability partnership shall deliver to the division for filing an annual report that states: (a) the name of the limited liability partnership or foreign limited liability partnership; (b) the information required under Subsection 16-17-203(1); (c) the street and mailing addresses of its principal office; (d) the name of at least one partner; and (e) in the case of a foreign limited liability partnership, its jurisdiction of formation and any alternate name adopted under Subsection 48-1d-1206(1). (2) Information in an annual report must be current as of the date the report is signed by the limited liability partnership or registered foreign limited liability partnership. (3) A report must be delivered to the division for each year following the calendar year in which the limited liability partnership's statement of qualification became effective or the registered foreign limited liability partnership registered to do business in this state: (a) in the case of a limited liability partnership, the annual report must be delivered to the division during the month in which is the anniversary date on which the limited liability partnership statement of qualification became effective; and (b) in the case of a registered foreign limited liability partnership, the annual report must be delivered to the division during the month in which is the anniversary date on which the registered foreign limited liability partnership registered to do business in this state. (4) If an annual report does not contain the information required by this section, the division promptly shall notify the reporting limited liability partnership or registered foreign limited liability partnership in a record and return the report for correction. (5) If an annual report contains the name or address of a registered agent which differs from the information shown in the records of the division immediately before the annual report becomes effective, the differing information in the annual report is considered a statement of change under Section 16-17-206.
Utah Code § 48-1d-907 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-907
§ 48-1d-907. Known claims against dissolved limited liability partnership.
Status: in_force

10/1/2026 (1) Except as otherwise provided in Subsection (4), a dissolved limited liability partnership may give notice of a known claim under Subsection (2), which has the effect provided in Subsection (3). (2) A dissolved limited liability 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 the 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 of 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 partnership has been throughout its existence a limited liability partnership, state that the barring of a claim against the partnership will also bar any corresponding claim against any partner or person dissociated as a partner which is based on Section 48-1d-305. (3) A claim against a dissolved limited liability 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 liability partnership: (i) the 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 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 § 48-1d-1301 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1301
§ 48-1d-1301. Definitions.
Status: in_force

10/1/2026As used in this part: (1) "Professional services partnership" means a limited liability partnership organized in accordance with this part to provide professional services. (2) "Regulating board" means the entity organized pursuant to state law that licenses and regulates the practice of the profession that a limited liability partnership is organized to provide.
Utah Code § 48-1d-1201 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1201
§ 48-1d-1201. Governing law.
Status: in_force

10/1/2026 (1) The law of the jurisdiction in which the statement of qualification or equivalent filing of a foreign limited liability partnership is filed governs: (a) the internal affairs of the foreign limited liability partnership; and (b) the liability of a partner as partner for a debt, obligation, or other liability of the foreign limited liability partnership. (2) A foreign limited liability partnership is not precluded from registering to do business in this state because of any difference between the law of this state and the jurisdiction under which the foreign limited liability partnership's statement of qualification or equivalent filing is filed. (3) Registration of a foreign limited liability partnership to do business in this state does not authorize the foreign limited liability partnership to engage in any business or exercise any power that a domestic limited liability partnership may not engage in or exercise in this state as a limited liability partnership. (4) (a) The division may permit a tribal limited liability partnership to apply for authority to transact business in the state in the same manner as a foreign limited liability partnership formed in another state. (b) If a tribal limited liability partnership elects to apply for authority to transact business in the state, for purposes of this chapter, the tribal limited liability partnership shall be treated in the same manner as a foreign limited liability partnership formed under the laws of another state.
Utah Code § 48-2e-502 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-502
§ 48-2e-502. Liability for contribution.
Status: in_force

10/1/2026 (1) A person's obligation to make a contribution to a limited partnership is not excused by the person's death, disability, dissolution, 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 partnership to contribute money equal to the value, as stated in the required information, 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 the affirmative vote or consent of all partners. If a creditor of a limited partnership extends credit or otherwise acts in reliance on an obligation described in Subsection (1) without notice of any compromise under this subsection, the creditor may enforce the original obligation.
Utah Code § 48-3a-1201 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1201
§ 48-3a-1201. Series of transferable interests.
Status: in_force

10/1/2026 (1) An operating agreement may establish or provide for the establishment of a designated series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and, to the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective. The name of each series must contain the name of the limited liability company and be distinguishable from the name of any other series. (2) Notwithstanding contrary provisions of this chapter, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of that series only, and not against the assets of the limited liability company generally or any other series, if all of the following apply: (a) the series is established by or in accordance with the operating agreement; (b) separate and distinct records are maintained for the series; (c) the assets associated with the series are held and accounted for separately from the other assets of the limited liability company, including another series; (d) the operating agreement or the agreement establishing the series provides for the limitation on liabilities of the series; and (e) notice of the limitation on liability of the series is set forth in the limited liability company's certificate of organization in accordance with Section 48-3a-1202. (3) A series meeting all of the conditions of Subsection (2) shall: (a) be treated as a separate entity to the extent set forth in the certificate of organization; and (b) have the power and capacity to, in its own name, contract, hold title to property, grant liens and security interests, and sue and be sued. (4) Notwithstanding the other provisions of this section: (a) property and assets of a series may not be transferred to the limited liability company generally or another series if the transfer impairs the ability of the series releasing the property or assets to pay its debts existing at the time of the transfer unless fair value is given to the transferring series for the property or assets transferred; and (b) a tax or other liability of the limited liability company generally or of a series may not be assigned by the series against which the tax or other liability is imposed to the limited liability company generally or to another series within the limited liability company if the assignment impairs a creditor's right and ability to fully collect an amount due when owed. (5) Notwithstanding the other provisions of this part: (a) a professional services company may not designate a series of transferable interests; and (b) a limited liability company may not form a professional services company as a series of the limited liability company. (6) Except to the extent modified by this part, the provisions of this chapter which are generally applicable to a limited liability company, and its managers, members, and transferees, shall be applicable to each series with respect to the operations of such a series.
Utah Code § 48-1d-1026 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1026
§ 48-1d-1026. Effect of merger.
Status: in_force

10/1/2026 (1) When a merger becomes effective: (a) the surviving entity continues or comes into existence; (b) each merging entity that is not the surviving entity ceases to exist; (c) all property of each merging entity vests in the surviving entity without transfer, reversion, or impairment; (d) all debts, obligations, and other liabilities of each merging entity are debts, obligations, and liabilities of the surviving entity; (e) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity; (f) if the surviving entity exists before the merger: (i) all its property continues to be vested in it without transfer, reversion, or impairment; (ii) it remains subject to all its debts, obligations, and other liabilities; and (iii) all its rights, privileges, immunities, powers, and purposes continue to be vested in it; (g) the name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding; (h) if the surviving entity exists before the merger: (i) its public organic record, if any, is amended as provided in the statement of merger; and (ii) its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger; (i) if the surviving entity is created by the merger: (i) its public organic record, if any, is effective; and (ii) its private organic rules are effective; and (j) the interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under Section 48-1d-1008 and the merging entity's organic law. (2) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity. (3) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that arise after the merger becomes effective. (4) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is as follows: (a) The merger does not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability arose before the merger became effective. (b) The person does not have interest holder liability under the organic law of the domestic merging entity for any debt, obligation, or other liability that arises after the merger becomes effective. (c) The organic law of the domestic merging entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under Subsection (4)(a) as if the merger had not occurred and the surviving entity were the domestic merging entity. (d) The person has whatever rights of contribution from any other person as are provided by law other than this chapter, this chapter, or the organic rules of the domestic merging entity with respect to any interest holder liability preserved under Subsection (4)(a) as if the merger had not occurred. (5) When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity as provided in Section 16-17-301. (6) When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled.
Utah Code § 48-3a-212 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-212
§ 48-3a-212. Annual report for division.
Status: in_force

10/1/2026 (1) A limited liability company or a registered foreign limited liability company shall deliver to the division for filing an annual report that states: (a) the name of the limited liability company or registered foreign limited liability company; (b) the information required by Subsection 16-17-203(1); (c) the street and mailing addresses of its principal office; (d) the name of at least one governing person; and (e) in the case of a foreign limited liability company, its jurisdiction of formation and any alternate name adopted under Subsection 48-3a-906(1). (2) Information in the annual report must be current as of the date the report is signed by the limited liability company or registered foreign limited liability company. (3) A report must be delivered to the division for each year following the calendar year in which the limited liability company's certificate of organization became effective or the registered foreign limited liability company registered to do business in this state: (a) in the case of a limited liability company, the annual report must be delivered to the division during the month in which is the anniversary date on which the limited liability company's certificate of formation became effective; and (b) in the case of a registered foreign limited liability company, the annual report must be delivered to the division during the month in which is the anniversary date on which the registered foreign limited liability company registered to do business in this state. (4) If an annual report does not contain the information required by this section, the division promptly shall notify the reporting limited liability company or registered foreign limited liability company in a record and return the report for correction. (5) If an annual report contains the name or address of a registered agent which differs from the information shown in the records of the division immediately before the annual report becomes effective, the differing information in the annual report is considered a statement of change under Section 16-17-206.
Utah Code § 48-2e-808 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-808
§ 48-2e-808. Court proceedings.
Status: in_force

10/1/2026 (1) (a) A dissolved limited partnership that has published a notice under Section 48-2e-807 may petition a court with jurisdiction under Title 78A, Judiciary and Judicial Administration, for a determination of the amount and form of security to be provided for payment of claims that are contingent, have not been made known to the dissolved limited partnership, or are based on an event occurring after the effective date of dissolution but which, based on the facts known to the dissolved limited partnership, are reasonably expected to arise after the effective date of dissolution. (b) Security is not required for any claim that is or is reasonably anticipated to be barred under Subsection 48-2e-807(3). (2) No later than 10 days after the filing of an application under Subsection (1), the dissolved limited partnership shall give notice of the proceeding to each claimant holding a contingent claim known to the dissolved limited partnership. (3) (a) In a proceeding brought under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. (b) The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited partnership. (4) A dissolved limited partnership that provides security in the amount and form ordered by the court under Subsection (1) satisfies the dissolved limited partnership's obligations with respect to claims that are contingent, have not been made known to the dissolved limited partnership, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a partner or transferee that received assets in liquidation.
Utah Code § 48-1d-1103 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1103
§ 48-1d-1103. Reinstatement.
Status: in_force

10/1/2026 (1) A limited liability partnership whose statement of qualification has been revoked administratively under Section 48-1d-1102 may apply to the division for reinstatement of the statement of qualification under the limited liability partnership's same name, at any time after the effective date of the revocation if the limited liability partnership's name is available and the limited liability partnership delivers to the division for filing an application for reinstatement of the statement of qualification that states: (a) the name of the partnership at the time of the administrative revocation of its statement of qualification and, if needed, a different name that satisfies Section 48-1d-1105; (b) the address of the principal office of the partnership and information required under Subsection 16-17-203(1); (c) the effective date of administrative revocation of the partnership's statement of qualification; and (d) that the grounds for revocation did not exist or have been cured. (2) A limited liability partnership whose statement of qualification has been revoked administratively under Section 48-1d-1102 on or after May 1, 2019, but before May 1, 2024, may apply for reinstatement under the limited liability partnership's same name if the limited liability partnership's name is available and the limited liability partnership delivers to the division for filing an application for reinstatement of the statement of qualification that satisfies the requirements of Subsections (1)(a) through (c). (3) A limited liability partnership retains the limited liability partnership's name and assumed name, as described in Section 42-2-6.6, for five years after the day on which the administrative revocation of the statement of qualification is effective. (4) To have its statement of qualification reinstated, a partnership whose statement of qualification has been revoked administratively must pay all fees, taxes, and penalties that were due to the division at the time of the administrative revocation and all fees, taxes, and penalties that would have been due to the division while the partnership's statement of qualification was revoked administratively. (5) If the division determines that the application contains the information required by Subsection (1) or (2), is satisfied that the information is correct, and determines that all payments required to be made to the division by Subsection (4) have been made, the division shall: (a) cancel the statement of revocation and prepare a statement of reinstatement that states the division's determination and the effective date of reinstatement; (b) file the statement of revocation; and (c) serve a copy of the statement of revocation on the limited liability partnership. (6) When reinstatement under this section is effective, the following rules apply: (a) the reinstatement relates back to and takes effect as of the effective date of the administrative revocation; and (b) the partnership's status as a limited liability partnership continues as if the revocation had not occurred, except for the rights of a person arising out of an act or omission in reliance on the revocation before the person knew or had notice of the reinstatement are not affected.
Utah Code § 48-2e-1126 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1126
§ 48-2e-1126. Effect of merger.
Status: in_force

10/1/2026 (1) When a merger becomes effective: (a) the surviving entity continues or comes into existence; (b) each merging entity that is not the surviving entity ceases to exist; (c) all property of each merging entity vests in the surviving entity without transfer, reversion, or impairment; (d) all debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity; (e) except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity; (f) if the surviving entity exists before the merger: (i) all its property continues to be vested in it without transfer, reversion, or impairment; (ii) it remains subject to all its debts, obligations, and other liabilities; and (iii) all its rights, privileges, immunities, powers, and purposes continue to be vested in it; (g) the name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding; (h) if the surviving entity exists before the merger: (i) its public organic record, if any, is amended as provided in the statement of merger; and (ii) its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger; (i) if the surviving entity is created by the merger: (i) its public organic record, if any, is effective; and (ii) its private organic rules are effective; and (j) the interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under Section 48-2e-1108 and the merging entity's organic law. (2) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding up of the merging entity. (3) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that arise after the merger becomes effective. (4) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is as follows: (a) The merger does not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability arose before the merger became effective. (b) The person does not have interest holder liability under the organic law of the domestic merging entity for any debt, obligation, or other liability that arises after the merger becomes effective. (c) The organic law of the domestic merging entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under Subsection (4)(a) as if the merger had not occurred and the surviving entity were the domestic merging entity. (d) The person has whatever rights of contribution from any other person as are provided by law other than this chapter, this chapter, or the organic rules of the domestic merging entity with respect to any interest holder liability preserved under Subsection (4)(a) as if the merger had not occurred. (5) When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging entity as provided in Section 16-17-301. (6) When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled.
Utah Code § 48-2e-1203 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1203
§ 48-2e-1203. 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 § 48-2e-812 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-812
§ 48-2e-812. Judicial review of denial of reinstatement.
Status: in_force

10/1/2026 (1) If the division denies a limited partnership's application for reinstatement following administrative dissolution, the division shall serve the limited partnership with notice in a record that explains the reasons for the denial. (2) A limited partnership may seek judicial review of denial of reinstatement in the district court not later than 30 days after service of the notice of denial.
Utah Code § 48-2e-212 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-212
§ 48-2e-212. Annual report for division.
Status: in_force

10/1/2026 (1) A limited partnership or a registered foreign limited partnership shall deliver to the division for filing an annual report that states: (a) the name of the limited partnership or foreign limited partnership; (b) the information required by Subsection 16-17-203(1); (c) the street and mailing addresses of its principal office; (d) the name of at least one general partner; and (e) in the case of a foreign limited partnership, the jurisdiction whose law governs the foreign limited partnership's internal affairs and any alternate name adopted under Subsection 48-2e-906(1). (2) Information in the annual report must be current as of the date the report is signed by the limited partnership or registered foreign limited partnership. (3) A report must be delivered to the division for each year following the calendar year in which the limited partnership's certificate of limited partnership became effective or the registered foreign limited partnership registered to do business in this state: (a) in the case of a limited partnership, the annual report must be delivered to the division during the month in which is the anniversary date on which the limited partnership certificate of limited partnership became effective; and (b) in the case of a registered foreign limited partnership, the annual report must be delivered to the division during the month in which is the anniversary date on which the registered foreign limited partnership registered to do business in this state. (4) If an annual report does not contain the information required by this section, the division promptly shall notify the reporting limited partnership or registered foreign limited partnership in a record and return the report for correction. (5) If an annual report contains the name or address of a registered agent which differs from the information shown in the records of the division immediately before the annual report becomes effective, the differing information in the annual report is considered a statement of change under Section 16-17-206.
Utah Code § 48-3a-210 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-210
§ 48-3a-210. Liability for inaccurate information in filed record.
Status: in_force

10/1/2026 (1) If a record delivered to the division for filing under this chapter and filed by the division contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (a) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (b) subject to Subsection (2), a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (i) the record was delivered for filing on behalf of the limited liability company; and (ii) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (A) effected an amendment under Section 48-3a-202; (B) filed a petition under Section 48-3a-204; or (C) delivered to the division for filing a statement of change under Section 16-17-206 or a statement of correction under Section 48-3a-208. (2) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the limited liability company to the division for filing under this chapter and imposes that responsibility on one or more other members, the liability stated in Subsection (1)(b) applies to those other members and not to the member that the operating agreement relieves of the responsibility. (3) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
Utah Code § 48-2e-1002 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-1002
§ 48-2e-1002. Derivative action.
Status: in_force

10/1/2026A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or (2) a demand under Subsection (1) would be futile.
Utah Code § 48-1d-1033 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1033
§ 48-1d-1033. Approval of interest exchange.
Status: in_force

10/1/2026 (1) A plan of interest exchange is not effective unless it has been approved: (a) by all the partners of a domestic acquired partnership entitled to vote on or consent to any matter; and (b) in a record, by each partner of the domestic acquired partnership that will have interest holder liability for debts, obligations, and other liabilities that arise after the interest exchange becomes effective, unless: (i) the partnership agreement of the partnership provides in a record for the approval of an interest exchange or a merger in which some or all its partners become subject to interest holder liability by the vote or consent of fewer than all the partners; and (ii) the partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision. (2) An interest exchange involving a domestic acquired entity that is not a partnership is not effective unless it is approved by the domestic entity in accordance with its organic law. (3) An interest exchange involving a foreign acquired 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. (4) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
Utah Code § 48-2e-208 — Utah Code / Title 48 / Chapter 48-2e / § 48-2e-208
§ 48-2e-208. Correcting filed record.
Status: in_force

10/1/2026 (1) A person on whose behalf a filed record was delivered to the division for filing may correct the record if: (a) the record at the time of filing was inaccurate; (b) the record was defectively signed; or (c) the electronic transmission of the record to the division was defective. (2) To correct a filed record, a person on whose behalf the record was delivered to the division must deliver to the division for filing a statement of correction. (3) A statement of correction: (a) may not state a delayed effective date; (b) must be signed by the person correcting the filed record; (c) must identify the filed record to be corrected; (d) must specify the inaccuracy or defect to be corrected; and (e) must correct the inaccuracy or defect. (4) A statement of correction is effective as of the effective date of the filed record that it corrects except for purposes of Subsection 48-2e-103(4) and as to persons relying on the uncorrected filed record and adversely affected by the correction. For those purposes and as to those persons, the statement of correction is effective when filed.
Utah Code § 48-1d-401 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-401
§ 48-1d-401. Becoming partner.
Status: in_force

10/1/2026 (1) Upon formation of a partnership, a person becomes a partner under Subsection 48-1d-202(1). (2) After formation of a partnership, a person becomes a partner: (a) as provided in the partnership agreement; (b) as a result of a transaction effective under Part 10, Merger, Interest Exchange, Conversion, and Domestication; or (c) with the consent of all the partners. (3) A person may become a partner without either: (a) acquiring a transferable interest; or (b) making or being obligated to make a contribution to the partnership.
Utah Code § 48-3a-1301 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1301
§ 48-3a-1301. Application of this part.
Status: in_force

10/1/2026If a conflict arises between this part and another provision of this chapter, this part controls.
Utah Code § 48-1d-1202 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1202
§ 48-1d-1202. Registration to do business in this state.
Status: in_force

10/1/2026 (1) A foreign limited liability partnership may not do business in this state until it registers with the division under this part. (2) A foreign limited liability partnership doing business in this state may not maintain an action or proceeding in this state unless it has registered to do business in this state. (3) The failure of a foreign limited liability partnership to register to do business in this state does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state. (4) A limitation on the liability of a partner of a foreign limited liability partnership is not waived solely because the foreign limited liability partnership does business in this state without registering to do business in this state. (5) Subsections 48-1d-1201(1) and (2) apply even if a foreign limited liability partnership fails to register under this part.
Utah Code § 48-3a-1402 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-1402
§ 48-3a-1402. Severability clause.
Status: in_force

10/1/2026If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
Utah Code § 48-1d-1108 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1108
§ 48-1d-1108. Registered agent.
Status: in_force

10/1/2026 (1) Each limited liability partnership and each registered foreign limited liability partnership shall designate in accordance with Subsection 16-17-203(1) and maintain a registered agent in this state. (2) A limited liability partnership or registered foreign limited liability partnership may change its registered agent or the address of its registered agent by filing with the division a statement of change in accordance with Section 16-17-206.
Utah Code § 48-3a-409 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-409
§ 48-3a-409. Standards of conduct for members and managers.
Status: in_force

10/1/2026 (1) A member of a member-managed limited liability company owes to the limited liability company and, subject to Subsection 48-3a-801(1), the other members the duties of loyalty and care stated in Subsections (2) and (3). (2) The duty of loyalty of a member in a member-managed limited liability company includes the duties: (a) to account to the limited liability company and to hold as trustee for it any property, profit, or benefit derived by the member: (i) in the conduct or winding up of the limited liability company's activities and affairs; (ii) from a use by the member of the limited liability company's property; or (iii) from the appropriation of a limited liability company opportunity; (b) to refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company's activities and affairs as or on behalf of a person having an interest adverse to the limited liability company; and (c) to refrain from competing with the limited liability company in the conduct of the company's activities and affairs before the dissolution of the limited liability company. (3) The duty of care of a member of a member-managed limited liability company in the conduct or winding up of the limited liability company's activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (4) A member shall discharge the duties and obligations under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. (5) A member does not violate a duty or obligation under this chapter or under the operating agreement solely because the member's conduct furthers the member's own interest. (6) All the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. (7) It is a defense to a claim under Subsection (2)(b) and any comparable claim in equity or at common law that the transaction was fair to the limited liability company. (8) If, as permitted by Subsection (6) or (9)(f) or the operating agreement, a member enters into a transaction with the limited liability company which otherwise would be prohibited by Subsection (2)(b), the member's rights and obligations arising from the transaction are the same as those of a person that is not a member. (9) In a manager-managed limited liability company, the following rules apply: (a) Subsections (1), (2), (3), and (7) apply to the manager or managers and not the members. (b) The duty stated under Subsection (2)(c) continues until winding up is completed. (c) Subsection (4) applies to managers and members. (d) Subsection (5) applies only to members. (e) The power to ratify under Subsection (6) applies only to the members. (f) Subject to Subsection (4), a member does not have any duty to the limited liability company or to any other member solely by reason of being a member.
Utah Code § 48-1d-1056 — Utah Code / Title 48 / Chapter 48-1d / § 48-1d-1056
§ 48-1d-1056. Effect of domestication.
Status: in_force

10/1/2026 (1) When a domestication becomes effective: (a) the domesticated limited liability partnership is: (i) organized under and subject to the organic law of the domesticated limited liability partnership; and (ii) the same entity without interruption as the domesticating limited liability partnership; (b) all property of the domesticating limited liability partnership continues to be vested in the domesticated entity without transfer, reversion, or impairment; (c) all debts, obligations, and other liabilities of the domesticating limited liability partnership continue as debts, obligations, and other liabilities of the domesticated limited liability partnership; (d) except as otherwise provided by law or the plan of domestication, all the rights, privileges, immunities, powers, and purposes of the domesticating limited liability partnership remain in the domesticated limited liability partnership; (e) the name of the domesticated limited liability partnership may be substituted for the name of the domesticating limited liability partnership in any pending action or proceeding; (f) the statement of qualification of the domestic limited liability partnership is effective; (g) the provisions of the partnership agreement of the domesticated limited liability partnership that are to be in a record, if any, approved as part of the plan of domestication are effective; and (h) the interests in the domesticating limited liability partnership are converted to the extent and as approved in connection with the domestication, and the partners of the domesticating limited liability partnership are entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under Section 48-1d-1008. (2) Except as otherwise provided in the organic law or partnership agreement of the domesticating limited liability partnership, the domestication does not give rise to any rights that a partner or third party would have upon a dissolution, liquidation, or winding up of the domesticating limited liability partnership. (3) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating limited liability partnership and becomes subject to interest holder liability with respect to a domestic limited liability partnership as a result of the domestication has interest holder liability only to the extent provided by the organic law of the domestic limited liability partnership and only for those debts, obligations, and other liabilities that arise after the domestication becomes effective. (4) When a domestication becomes effective: (a) The domestication does not discharge any interest holder liability under this part to the extent the interest holder liability arose before the domestication became effective. (b) A person does not have interest holder liability under this chapter for any debt, obligation, or other liability that arise after the domestication becomes effective. (c) A person has whatever rights of contribution from any other person as are provided by law other than this chapter, or this chapter, or the partnership agreement of a domestic domesticating limited liability partnership with respect to any interest holder liability preserved under Subsection (4)(a) as if the domestication had not occurred. (5) When a domestication becomes effective, a foreign limited liability partnership that is the domesticated limited liability partnership may be served with process in this state for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in Section 16-17-301. (6) If the domesticating limited liability partnership is a registered foreign limited liability partnership, the registration of the foreign limited liability partnership is canceled when the domestication becomes effective. (7) A domestication does not require the limited liability partnership to wind up its business and does not constitute or cause the dissolution of the limited liability partnership.
Utah Code § 48-3a-802 — Utah Code / Title 48 / Chapter 48-3a / § 48-3a-802
§ 48-3a-802. Derivative action.
Status: in_force

10/1/2026A member may maintain a derivative action to enforce a right of a limited liability company if: (1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the limited liability company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or (2) a demand under Subsection (1) would be futile.
Utah Code § 48-5-105 — Utah Code / Title 48 / Chapter 48-5 / § 48-5-105
§ 48-5-105. Permitted names.
Status: in_force

10/1/2026 (1) (a) The name of a limited liability decentralized autonomous organization shall contain the words limited liability decentralized autonomous organization or limited decentralized autonomous organization or the abbreviation L.L.D., LLD, L.D., or LD. (b) Limited may be abbreviated as Ltd., and decentralized autonomous organization may be abbreviated as DAO. (2) Except as authorized by Subsection (3), the name of a decentralized autonomous organization shall be distinguishable as defined in Subsection (4) upon the records of the division from: (a) the actual name, reserved name, or fictitious or assumed name of any entity registered with the division; or (b) any tradename, trademark, or service mark registered with the division. (3) (a) A decentralized autonomous organization may apply to the division for approval to reserve a name that is not distinguishable upon the division's records from one or more of the names described in Subsection (2). (b) The division shall approve the name for which the decentralized autonomous organization applies under Subsection (3)(a) if: (i) the other person with a name that is not distinguishable from the name under which the applicant desires to file: (A) consents to the filing in writing; and (B) files a form approved by the division to change the person's name to a name that is distinguishable from the name of the applicant; or (ii) the applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name in this state. (4) A name is distinguishable from other names, trademarks, and service marks registered with the division if the name contains one or more different words, letters, or numerals from other names upon the division's records. (5) The following differences are not distinguishing: (a) the term: (i) decentralized autonomous organization; (ii) DAO; (iii) limited liability decentralized autonomous organization; (iv) L.L.D. or L.L.DAO; or (v) L.D. or L.DAO; (b) an abbreviation of a word listed in Subsection (5)(a); (c) the presence or absence of the words or symbols of the words "the," "and," "a," or "plus"; (d) differences in punctuation and special characters; (e) differences in capitalization; or (f) differences in singular and plural forms of words. (6) The division may not approve for filing a name that implies that a decentralized autonomous organization is an agency of this state or any of the state's political subdivisions, if the decentralized autonomous organization is not actually such a legally established agency or subdivision. (7) The authorization to reserve or register a decentralized autonomous organization 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. (8) The name of a decentralized autonomous organization may not contain: (a) the term: (i) association; (ii) corporation; (iii) incorporated; (iv) partnership; (v) limited liability company; (vi) limited partnership; or (vii) L.P.; (b) any word or abbreviation that is of like import to the terms listed in Subsection (8)(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) the number sequence 911. (9) A person, other than a decentralized autonomous organization formed under this chapter or another decentralized autonomous organization that is authorized to transact business in this state, may not use in the person's name in this state the term: (a) limited liability decentralized autonomous organization; (b) limited decentralized autonomous organization; (c) L.L.DAO or L.L.D; or (d) L.DAO or L.D.