reglab/housing_qa huggingface dataset:
UT Code § 48-3a-706 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 7 - Dissolution and Winding up|Section 706 - Other claims against dissolved limited liability company.

48-3a-706. Other claims against dissolved limited liability company.    (1) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the limited liability company to present them in accordance with the notice.     (2) A notice under Subsection (1) must:   (a) be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if the principal office is not located in this state, in the county in which the office of the limited liability company's registered agent is or was last located and in accordance with Section 45-1-101;     (b) describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and     (c) state that a claim against the limited liability company is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice.       (3) If a dissolved limited liability company publishes a notice in accordance with Subsection (2), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the limited liability company not later than three years after the publication date of the notice:   (a) a claimant that did not receive notice in a record under Section 48-3a-705;     (b) a claimant whose claim was timely sent to the limited liability company but not acted on; and     (c) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.       (4) A claim not barred under this section or Section 48-3a-705 may be enforced:   (a) against a dissolved limited liability company, to the extent of its undistributed assets; and     (b) except as otherwise provided in Section 48-3a-707, if assets of the limited liability company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the limited liability company's assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this subsection may not exceed the total amount of assets distributed to the person after dissolution.      Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-707 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 7 - Dissolution and Winding up|Section 707 - Court proceedings.

48-3a-707. Court proceedings.    (1) A dissolved limited liability company that has published a notice under Section 48-3a-706 may file an application with district court in the county where the dissolved limited liability company's principal office is located, or, if the principal office is not located in this state, where the office of its registered agent is located, 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 limited liability company, 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 company, are reasonably expected to arise after the effective date of dissolution. Security is not required for any claim that is or is reasonably anticipated to be barred under Subsection 48-3a-706(3).     (2) Not later than 10 days after the filing of an application under Subsection (1), the dissolved limited liability company shall give notice of the proceeding to each claimant holding a contingent claim known to the limited liability company.     (3) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited liability company.     (4) A dissolved limited liability company that provides security in the amount and form ordered by the court under Subsection (1) satisfies the limited liability company's obligations with respect to claims that are contingent, have not been made known to the limited liability company, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a member or transferee that received assets in liquidation.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-708 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 7 - Dissolution and Winding up|Section 708 - Administrative dissolution.

48-3a-708. Administrative dissolution.    (1) The division may commence a proceeding under Subsections (2) and (3) to dissolve a limited liability company administratively if the limited liability company does not:   (a) pay any fee, tax, interest, or penalty required to be paid to the division not later than 60 days after it is due;     (b) deliver an annual report to the division not later than 60 days after it is due; or     (c) have a registered agent in this state for 60 consecutive days.       (2) If the division determines that one or more grounds exist for administratively dissolving a limited liability company, the division shall serve the limited liability company with notice in a record of division's determination.     (3) If a limited liability company, not later than 60 days after service of the notice under Subsection (2), does not cure or demonstrate to the satisfaction of the division the nonexistence of each ground determined by the division, the division shall administratively dissolve the limited liability company by signing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The division shall file the statement and serve a copy on the limited liability company pursuant to Section 48-3a-209.     (4) A limited liability company that is administratively dissolved continues in existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets under Sections 48-3a-703, 48-3a-705, 48-3a-706, 48-3a-707, and 48-3a-711, or to apply for reinstatement under Section 48-3a-709.     (5) The administrative dissolution of a limited liability company does not terminate the authority of its registered agent.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-709 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 7 - Dissolution and Winding up|Section 709 - Reinstatement.

48-3a-709. Reinstatement.    (1) A limited liability company that is administratively dissolved under Section 48-3a-708 may apply to the division for reinstatement not later than two years after the effective date of dissolution. The application must state:   (a) the name of the limited liability company at the time of its administrative dissolution and, if needed, a different name that satisfies Section 48-3a-108;     (b) the address of the principal office of the limited liability company and the name and address of its registered agent;     (c) the effective date of the limited liability company's administrative dissolution; and     (d) that the grounds for dissolution did not exist or have been cured.       (2) To be reinstated, a limited liability company must pay all fees, taxes, interest, and penalties that were due to the division at the time of its administrative dissolution and all fees, taxes, interest, and penalties that would have been due to the division while the limited liability company was administratively dissolved.     (3) If the division determines that an application under Subsection (1) contains the information required by Subsection (1), is satisfied that the information is correct, and determines that all payments required to be made to the division by Subsection (2) have been made, the division shall:   (a) cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the division's determination and the effective date of reinstatement;     (b) file the statement of reinstatement; and     (c) serve a copy of the statement of reinstatement on the limited liability company.       (4) 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 dissolution.     (b) The limited liability company may resume its activities and affairs as if the administrative dissolution had not occurred.     (c) The rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had notice of the reinstatement are not affected.      Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-710 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 7 - Dissolution and Winding up|Section 710 - Judicial review of denial of reinstatement.

48-3a-710. Judicial review of denial of reinstatement.    (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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-711 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 7 - Dissolution and Winding up|Section 711 - Disposition of assets in winding up.

48-3a-711. Disposition of assets in winding up.    (1) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.     (2) After a limited liability company complies with Subsection (1), any surplus must be distributed in the following order, subject to any charging order in effect under Section 48-3a-503:   (a) to each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and     (b) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under Section 48-3a-502.       (3) If a limited liability company does not have sufficient surplus to comply with Subsection (2)(a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.     (4) All distributions made under Subsections (2) and (3) must be paid in money.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-801 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 8 - Action by Members|Section 801 - Direct action by member.

48-3a-801. Direct action by member.    (1) Subject to Subsection (2), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.     (2) A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-802 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 8 - Action by Members|Section 802 - Derivative action.

48-3a-802. Derivative action.  A 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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-803 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 8 - Action by Members|Section 803 - Proper plaintiff.

48-3a-803. Proper plaintiff.  A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and:  (1) was a member when the conduct giving rise to the action occurred; or     (2) whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the conduct.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-804 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 8 - Action by Members|Section 804 - Pleading.

48-3a-804. Pleading.  In 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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-806 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 8 - Action by Members|Section 806 - Proceeds and expenses.

48-3a-806. Proceeds and expenses.    (1) Except as otherwise provided in Subsection (2):   (a) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and     (b) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the limited liability company.       (2) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.     (3) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court's approval.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-901 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 9 - Foreign Limited Liability Companies|Section 901 - Governing law.

48-3a-901. Governing law.    (1) The law of the jurisdiction of formation of a foreign limited liability company governs:   (a) the internal affairs of the foreign limited liability company; and     (b) the liability of a member as member and a manager as manager for a debt, obligation, or other liability of the company.       (2) A foreign limited liability company is not precluded from registering to do business in this state because of any difference between the law of the jurisdiction of formation and the law of this state.     (3) Registration of a foreign limited liability company to do business in this state does not authorize the foreign limited liability company to engage in any activities or affairs or exercise any power that a limited liability company may not engage in or exercise in this state.     (4)   (a) The division may permit a tribal limited liability company to apply for authority to transact business in the state in the same manner as a foreign limited liability company formed in another state.     (b) If a tribal limited liability company elects to apply for authority to transact business in the state, for purposes of this chapter, the tribal limited liability company shall be treated in the same manner as a foreign limited liability company formed under the laws of another state.      Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-902 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 9 - Foreign Limited Liability Companies|Section 902 - Registration to do business in this state.

48-3a-902. Registration to do business in this state.    (1) A foreign limited liability company may not do business in this state until it registers with the division under this chapter.     (2) A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it is registered to do business in this state.     (3) The failure of a foreign limited liability company to register to do business in this state does not impair the validity of a contract or act of the foreign limited liability company or preclude it from defending an action or proceeding in this state.     (4) A limitation on the liability of a member or manager of a foreign limited liability company is not waived solely because the foreign limited liability company does business in this state without registering to do business in this state.     (5) Subsections 48-3a-901(1) and (2) apply even if a foreign limited liability company fails to register under this chapter.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-903 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 9 - Foreign Limited Liability Companies|Section 903 - Foreign registration statement.

48-3a-903. Foreign registration statement.  To 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).    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-904 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 9 - Foreign Limited Liability Companies|Section 904 - Amendment of foreign registration statement.

48-3a-904. Amendment of foreign registration statement.  A 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).    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-905 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 9 - Foreign Limited Liability Companies|Section 905 - Activities not constituting doing business.

48-3a-905. Activities not constituting doing business.    (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.    Enacted by Chapter 412, 2013 General Session
UT Code § 48-3a-906 (2021)
2021 Utah Code|Title 48 - Unincorporated Business Entity Act|Chapter 3a - Utah Revised Uniform Limited Liability Company Act|Part 9 - Foreign Limited Liability Companies|Section 906 - Noncomplying name of foreign limited liability company.

48-3a-906. Noncomplying name of foreign limited liability company.    (1) A foreign limited liability company whose name does not comply with Section 48-3a-108 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with Section 48-3a-108. A registered foreign limited liability company that registers under an alternate name under this Subsection (1) need not comply with Title 42, Chapter 2, Conducting Business Under Assumed Name. After registering to do business in this state with an alternate name, a registered foreign limited liability company shall do business in this state under:   (a) the alternate name;     (b) the foreign limited liability company's name, with the addition of its jurisdiction of formation; or     (c) an assumed or fictitious name the foreign limited liability company is authorized to use under Title 42, Chapter 2, Conducting Business Under Assumed Name.       (2) If a registered foreign limited liability company changes its name to one that does not comply with Section 48-3a-108, it may not do business in this state until it complies with Subsection (1) by amending its registration to adopt an alternate name that complies with Section 48-3a-108.    Enacted by Chapter 412, 2013 General Session