reglab/statecodes huggingface dataset:
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 113 - Operating agreement -- Effect on limited liability company and person becoming member -- Preformation agreement.

48-3a-113.
Operating agreement -- Effect on limited liability company and person becoming member -- Preformation agreement.
(1) A limited liability company is bound by and may enforce the operating agreement, whether or not the limited liability company has itself manifested assent to the operating agreement.
(2) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
(3) Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the operating agreement.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 114 - Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company.

48-3a-114.
Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 115 - Delivery of record.

48-3a-115.
Delivery of record.
(1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission.
(2) Delivery to the division is effective only when a record is received by the division.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 1 - General Provisions › Section 116 - Reservation of power to amend or repeal.

48-3a-116.
Reservation of power to amend or repeal.
The Legislature of this state has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 201 - Formation of limited liability company -- Certificate of organization.

48-3a-201.
Formation of limited liability company -- Certificate of organization.
(1) One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization.
(2) A certificate of organization must state:
(a) the name of the limited liability company, which must comply with Section 48-3a-108;
(b) the street and mailing address of the limited liability company's principal office;
(c) the information required by Subsection 16-17-203(1);
(d) if the limited liability company is a low-profit limited liability company, a statement that the limited liability company is a low-profit limited liability company;
(e) if the limited liability company is a professional services company, the information required by Section 48-3a-1103; and
(f) if the limited liability company is to have one or more series in which the liabilities of the series are to be limited as contemplated by Subsection 48-3a-1201(2), notice of the limitation on liability in accordance with Section 48-3a-1202.
(3) A certificate of organization may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection 48-3a-112(3) in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority.
(4) A limited liability company is formed when the limited liability company's certificate of organization becomes effective and at least one person becomes a member.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 202 - Amendment or restatement of certificate of organization.

48-3a-202.
Amendment or restatement of certificate of organization.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 203 - Signing of records to be delivered for filing to division.

48-3a-203.
Signing of records to be delivered for filing to division.
(1) A record delivered to the division for filing pursuant to this chapter must be signed as follows:
(a) Except as otherwise provided in Subsections (1)(b) and (c), a record signed on behalf of a limited liability company must be signed by a person authorized by the limited liability company.
(b) A limited liability company's initial certificate of organization must be signed by at least one person acting as an organizer.
(c) A record delivered on behalf of a dissolved limited liability company that has no member must be signed by the person winding up the limited liability company's activities and affairs under Subsection 48-3a-703(3) or a person appointed under Subsection 48-3a-703(4) to wind up the activities and affairs.
(d) A statement of denial by a person under Section 48-3a-303 must be signed by that person.
(e) Any other record delivered on behalf of a person to the division for filing must be signed by that person.
(2) Any record filed under this chapter may be signed by an agent. Whenever this chapter requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(3) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 204 - Signing and filing pursuant to judicial order.

Superseded 7/1/2024
48-3a-204.
Signing and filing pursuant to judicial order.
(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 the district court 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 a petitioner under Subsection (1) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action.
(3) A record filed under Subsection (1)(c) is effective without being signed.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 204 - Signing and filing pursuant to judicial order.

Effective 7/1/2024
48-3a-204.
Signing and filing pursuant to judicial order.
(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 a petitioner under Subsection (1) is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action.
(3) A record filed under Subsection (1)(c) is effective without being signed.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 205 - Filing requirements.

Effective 5/12/2015
48-3a-205.
Filing requirements.
(1) To be filed by the division pursuant to this chapter, a record must be received by the division, comply with this chapter, and satisfy the following:
(a) The filing of the record must be required or permitted by this chapter.
(b) The record must be physically delivered in written form unless and to the extent the division permits electronic delivery of records.
(c) The record must be typewritten or computer generated.
(d) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.
(e) The record must be signed by a person authorized or required under this chapter to sign the record.
(f) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.
(2) If law other than this chapter prohibits the disclosure by the division of information contained in a record delivered to the division for filing, the division shall accept the record if the record otherwise complies with this chapter, but the division may redact the information.
(3) When a record is delivered to the division for filing, any fee required under this chapter and any fee, tax, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the division or by that law.
(4) The division may require that a record delivered in written form be accompanied by an identical or conformed copy.
Amended by Chapter 227, 2015 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 206 - Effective time and date.

48-3a-206.
Effective time and date.
Except as otherwise provided in Section 48-3a-207 and subject to Subsection 48-3a-208(3), a record filed under this chapter is effective:
(1) on the date and at the time of its filing by the division, as provided in Section 48-3a-209;
(2) on the date of filing and at the time specified in the record as its effective time, if later than the time under Subsection (1);
(3) at a specified delayed effective date and time, which may not be more than 90 days after the date of filing; or
(4) if a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified, which may not be more than 90 days after the date of filing.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 207 - Withdrawal of filed record before effectiveness.

48-3a-207.
Withdrawal of filed record before effectiveness.
(1) Except as otherwise provided in Sections 48-3a-1024, 48-3a-1034, 48-3a-1044, and 48-3a-1054, a record delivered to the division for filing may be withdrawn before it takes effect by delivering to the division for filing a statement of withdrawal.
(2) A statement of withdrawal must:
(a) be signed by each person that signed the record being withdrawn, except as otherwise agreed by those persons;
(b) identify the record to be withdrawn; and
(c) if signed by fewer than all the persons that signed the record being withdrawn, state that the record is withdrawn in accordance with the agreement of all the persons that signed the record.
(3) On filing by the division of a statement of withdrawal, the action or transaction evidenced by the original record does not take effect.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 208 - Correcting filed record.

48-3a-208.
Correcting filed record.
(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 48-3a-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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 209 - Duty of division to file -- Review of refusal to file -- Transmission of information by division.

Superseded 7/1/2024
48-3a-209.
Duty of division to file -- Review of refusal to file -- Transmission of information by division.
(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) If the division refuses to file a record, the person that submitted the record may petition the district court to compel filing of the record. The record and the explanation of the division of the refusal to file must be attached to the petition. 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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 209 - Duty of division to file -- Review of refusal to file -- Transmission of information by division.

Effective 7/1/2024
48-3a-209.
Duty of division to file -- Review of refusal to file -- Transmission of information by division.
(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.
Amended by Chapter 401, 2023 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 210 - Liability for inaccurate information in filed record.

48-3a-210.
Liability for inaccurate information in filed record.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 211 - Certificate of existence or registration.

Effective 5/8/2018
48-3a-211.
Certificate of existence or registration.
(1) On request of any person, the division shall issue a certificate of existence for a limited liability company or a certificate of registration for a registered foreign limited liability company.
(2) A certificate under Subsection (1) must state:
(a) the limited liability company's name or the registered foreign limited liability company's name used in this state;
(b) in the case of a limited liability company:
(i) that a certificate of organization has been filed and has taken effect;
(ii) the date the certificate of organization became effective;
(iii) the period of the limited liability company's duration if the records of the division reflect that its period of duration is less than perpetual; and
(iv) that:
(A) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed;
(B) the records of the division do not otherwise reflect that the company has been dissolved or terminated; and
(C) a proceeding is not pending under Section 48-3a-708;
(c) in the case of a registered foreign limited liability company, that it is registered to do business in this state;
(d) that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the division have been paid, if:
(i) payment is reflected in the records of the division; and
(ii) nonpayment affects the status of the limited liability company or foreign limited liability company with the division;
(e) that the most recent annual report required by Section 48-3a-212 has been delivered to the division for filing; and
(f) other facts reflected in the records of the division pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests.
(3) Subject to any qualification stated in the certificate, a certificate issued by the division under Subsection (1) may be relied upon as conclusive evidence of the facts stated in the certificate.
Amended by Chapter 149, 2018 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 2 - Formation -- Certificate of Organization and Other Filings › Section 212 - Annual report for division.

48-3a-212.
Annual report for division.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 3 - Relations of Members and Managers to Persons Dealing with Limited Liability Company › Section 301 - No agency powers of member as member.

48-3a-301.
No agency powers of member as member.
(1) A member is not an agent of a limited liability company solely by reason of being a member.
(2) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 3 - Relations of Members and Managers to Persons Dealing with Limited Liability Company › Section 303 - Statement of denial.

48-3a-303.
Statement of denial.
A 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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 3 - Relations of Members and Managers to Persons Dealing with Limited Liability Company › Section 304 - Liability of members and managers.

48-3a-304.
Liability of members and managers.
(1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the limited liability company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability company solely by reason of being or acting as a member or manager. This Subsection (1) applies regardless of the dissolution of the limited liability company.
(2) The failure of a limited liability company 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 member or manager of the limited liability company for a debt, obligation, or other liability of the limited liability company.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 4 - Relations of Members to Each Other and to Limited Liability Company › Section 401 - Becoming a member.

48-3a-401.
Becoming a member.
(1) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the limited liability company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
(2) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the limited liability company. The organizer acts on behalf of the persons in forming the limited liability company and may be, but need not be, one of the persons.
(3) After formation of a limited liability company, a person becomes a member:
(a) as provided in the operating agreement;
(b) as the result of a transaction effective under Part 10, Merger, Interest Exchange, Conversion, and Domestication;
(c) with the consent of all the members; or
(d) as provided in Subsection 48-3a-701(3).
(4) A person may become a member without:
(a) acquiring a transferable interest; or
(b) making or being obligated to make a contribution to the limited liability company.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 4 - Relations of Members to Each Other and to Limited Liability Company › Section 402 - Form of contribution.

48-3a-402.
Form of contribution.
A contribution may consist of property transferred to, services performed for, or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for, or provide another benefit to the company.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 4 - Relations of Members to Each Other and to Limited Liability Company › Section 403 - Liability for contributions.

48-3a-403.
Liability for contributions.
(1) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally.
(2) If a person does not fulfill an obligation to make a contribution other than money, the person is obligated at the option of the limited liability company to contribute money equal to the value of the part of the contribution which has not been made.
(3) The obligation of a person to make a contribution may be compromised only by consent of all members. If a creditor of a limited liability company extends credit or otherwise acts in reliance on an obligation described in Subsection (1) without notice of a compromise under this Subsection (3), the creditor may enforce the obligation.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 4 - Relations of Members to Each Other and to Limited Liability Company › Section 404 - Sharing of and right to distributions before dissolution.

48-3a-404.
Sharing of and right to distributions before dissolution.
(1) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under Section 48-3a-502 or charging order in effect under Section 48-3a-503.
(2) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the limited liability company 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 liability company in any form other than money. Except as otherwise provided in Subsection 48-3a-711(4), a limited liability company 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 member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. However, the limited liability company's obligation to make a distribution is subject to offset for any amount owed to the limited liability company by the member or a person dissociated as a member on whose account the distribution is made.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 4 - Relations of Members to Each Other and to Limited Liability Company › Section 406 - Liability for improper distributions.

48-3a-406.
Liability for improper distributions.
(1) Except as otherwise provided in Subsection (2), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of Section 48-3a-405 and in consenting to the distribution fails to comply with Section 48-3a-409, the member or manager is personally liable to the limited liability company for the amount of the distribution which exceeds the amount that could have been distributed without the violation of Section 48-3a-405.
(2) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in Subsection (1) applies to the other members and not the member that the operating agreement relieves of authority and responsibility.
(3) A person that receives a distribution knowing that the distribution violated Section 48-3a-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under Section 48-3a-405.
(4) A person against which an action is commenced because the person is liable under Subsection (1) may:
(a) implead any other person that is liable under Subsection (1) and seek to enforce a right of contribution from the person; and
(b) implead any person that received a distribution in violation of Subsection (3) and seek to enforce a right of contribution from the person in the amount the person received in violation of Subsection (3).
(5) An action under this section is barred unless commenced not later than two years after the distribution.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 4 - Relations of Members to Each Other and to Limited Liability Company › Section 408 - Reimbursement, indemnification, advancement, and insurance.

48-3a-408.
Reimbursement, indemnification, advancement, and insurance.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 5 - Transferable Interest and Rights of Transferees and Creditors › Section 501 - Nature of transferable interest.

48-3a-501.
Nature of transferable interest.
A transferable interest is personal property.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 5 - Transferable Interest and Rights of Transferees and Creditors › Section 502 - Transfer of transferable interest.

48-3a-502.
Transfer of transferable interest.
(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.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 5 - Transferable Interest and Rights of Transferees and Creditors › Section 503 - Charging order.

48-3a-503.
Charging order.
(1) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. Except as otherwise provided in Subsection (6), a charging order constitutes a lien on a judgment debtor's transferable interest and, after the limited liability company has been served with the charging order, requires the limited liability company 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. Except as otherwise provided in Subsection (6), the purchaser at the foreclosure sale only obtains the transferable interest, does not thereby become a member, and is subject to Section 48-3a-502.
(4) At any time before foreclosure under Subsection (3), the member or transferee whose transferable interest is subject to a charging order under Subsection (1) may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(5) At any time before foreclosure under Subsection (3), a limited liability company or one or more members 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) If a court orders foreclosure of a charging order lien against the sole member of a limited liability company:
(a) the court shall confirm the sale;
(b) the purchaser at the sale obtains the member's entire interest, not only the member's transferable interest;
(c) the purchaser thereby becomes a member; and
(d) the person whose interest was subject to the foreclosed charging order is dissociated as a member.
(7) This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the transferable interest of the member or transferee.
(8) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 5 - Transferable Interest and Rights of Transferees and Creditors › Section 504 - Power of legal representative of deceased member.

48-3a-504.
Power of legal representative of deceased member.
If a member dies, the deceased member's legal representative may exercise:
(1) the rights of a transferee provided in Subsection 48-3a-502(3); and
(2) for the purposes of settling the estate, the rights the deceased member had under Section 48-3a-410.
Enacted by Chapter 412, 2013 General Session