reglab/statecodes huggingface dataset:
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 3a - Utah Revised Uniform Limited Liability Company Act › Part 10 - Merger, Interest Exchange, Conversion, and Domestication › Section 1055 - Statement of domestication.

48-3a-1055.
Statement of domestication.
(1) A statement of domestication must be signed by the domesticating limited liability company and delivered to the division for filing.
(2) A statement of domestication must contain:
(a) the name and jurisdiction of formation of the domesticating limited liability company;
(b) the name and jurisdiction of formation of the domesticated limited liability company;
(c) if the domesticating limited liability company is a domestic limited liability company, a statement that the plan of domestication was approved in accordance with Sections 48-3a-1051 through 48-3a-1056 or, if the domesticating limited liability company is a foreign limited liability company, a statement that the domestication was approved in accordance with the law of its jurisdiction of formation;
(d) the certificate of organization of the domesticated limited liability company, as an attachment; and
(e) if the domesticated foreign limited liability company is not a registered foreign limited liability company, a mailing address to which the division may send any process served on the division pursuant to Subsection 48-3a-1056(5).
(3) In addition to the requirements of Subsection (2), a statement of domestication may contain any other provision not prohibited by law.
(4) The certificate of organization of a domesticated domestic limited liability company must satisfy the requirements of the law of this state, but the certificate does not need to be signed.
(5) A plan of domestication that is signed by a domesticating domestic limited liability company and meets all the requirements of Subsection (2) may be delivered to the division for filing instead of a statement of domestication and on filing has the same effect. If a plan of domestication is filed as provided in this Subsection (5), references in this part to a statement of domestication refer to the plan of domestication filed under this Subsection (5).
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 11 - Professional Services Companies › Section 1102 - Application of this part.

48-3a-1102.
Application of this part.
(1) If a conflict arises between this part and another provision of this chapter, this part controls.
(2) Notwithstanding the other provisions of this part, on and after January 1, 2016:
(a) a professional services company may not designate 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.
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 11 - Professional Services Companies › Section 1103 - Additional requirements for certificate of organization.

48-3a-1103.
Additional requirements for certificate of organization.
The certificate of organization of a professional services company shall:
(1) comply with Section 48-3a-201; and
(2) contain the following:
(a) a name consistent with Section 48-3a-1104;
(b) a description of the profession to be practiced through the professional services company; and
(c) notwithstanding Section 48-3a-201, the name and street address of each member or manager of the professional services company.
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 11 - Professional Services Companies › Section 1104 - Name limitations.

48-3a-1104.
Name limitations.
(1) The name of a domestic professional services company and of a foreign professional services company authorized to transact business in this state, in addition to complying with Sections 48-3a-108 and 48-3a-906:
(a) may not contain language stating or implying that it is formed for a purpose other than that authorized by:
(i) its certificate of organization; or
(ii) Section 48-3a-1106;
(b) must conform with any rule made by the regulating board having jurisdiction over a professional service described in the professional services company's certificate of organization; and
(c) in lieu of the requirement of Subsection 48-3a-108(1), must contain the words "professional limited liability company" or the abbreviations "P.L.L.C." or "PLLC" in:
(i) its certificate of organization; and
(ii) a report or document filed with the division.
(2) Notwithstanding Subsection (1)(c), a professional services company may hold itself out to the public under a name that does not contain the words "professional limited liability company" or the abbreviations "P.L.L.C." or "PLLC" if that name complies with Subsection 48-3a-108(1).
(3) Sections 48-3a-108 and 48-3a-906 do not prevent the use of a name otherwise prohibited by those sections if the name is:
(a) the personal name of an individual member or individual former member of the professional services company; or
(b) the name of an individual who was associated with a predecessor of the professional services 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 11 - Professional Services Companies › Section 1105 - Providing a professional service.

48-3a-1105.
Providing a professional service.
(1) Subject to Section 48-3a-1106, a professional services company may provide a professional service in this state only through an individual licensed or otherwise authorized in this state to provide the professional service.
(2) Subsection (1) does not:
(a) require an individual employed by a professional services company to be licensed to perform a service for the professional services company if a license is not otherwise required;
(b) prohibit a licensed individual from providing a professional service in the individual's professional capacity although the individual is a member, manager, employee, or agent of a professional services company; or
(c) prohibit an individual licensed in another state from providing a professional service for a professional services company in this state if not prohibited by the regulating board.
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 11 - Professional Services Companies › Section 1106 - Limit of one profession.

48-3a-1106.
Limit of one profession.
(1) A professional services company organized to provide a professional service under this part may provide only:
(a) one specific type of professional service; and
(b) services ancillary to the professional service described in Subsection (1)(a).
(2) A professional services company organized to provide a professional service under this part may not engage in a business other than to provide:
(a) the professional service that it was organized to provide; and
(b) services ancillary to the professional service described in Subsection (2)(a).
(3) Notwithstanding Subsections (1) and (2), a professional services company may:
(a) own real and personal property necessary or appropriate for providing the type of professional service it was organized to provide; and
(b) invest the professional services company's money in one or more of the following:
(i) real estate;
(ii) mortgages;
(iii) stocks;
(iv) bonds; or
(v) another type of investment.
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 11 - Professional Services Companies › Section 1107 - Activity limitations.

48-3a-1107.
Activity limitations.
A professional services company may not do anything that an individual licensed to practice the profession that the professional services company is organized to provide is prohibited from doing.
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 11 - Professional Services Companies › Section 1108 - This part does not limit regulating board.

48-3a-1108.
This part does not limit regulating board.
This 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.
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 11 - Professional Services Companies › Section 1109 - Member or manager of a professional services company.

48-3a-1109.
Member or manager of a professional services company.
A professional services company organized to provide a professional service:
(1) may include a member, manager, or employee who is authorized under the laws of the jurisdiction where the member, manager, or employee resides to provide a similar professional service;
(2) may include a member who is not licensed or registered by the state to provide the professional service to the extent allowed by the applicable licensing or registration act relating to the professional service; and
(3) may render a professional service in this state only through a member, manager, or employee who is licensed or registered by this state to render the professional service.
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 11 - Professional Services Companies › Section 1110 - Restriction on transfer by member.

48-3a-1110.
Restriction on transfer by member.
(1) Except as provided in Subsections (2) and (3), a member of a professional services company may sell or transfer the member's interest in the professional services company only to:
(a) the professional services company; or
(b) an individual who is licensed or registered by this state to provide the same type of professional service as the professional service for which the professional services company is organized, or who otherwise satisfies the requirements of Subsection 48-3a-1109(1) or (2).
(2) Upon the death or incapacity of a member of a professional services company, the member's interest in the professional services company may be transferred to the personal representative or estate of the deceased or incapacitated member.
(3) The person to whom an interest is transferred under Subsection (2) may continue to hold the interest for a reasonable period, but may not participate in a decision concerning the providing of a professional service.
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 11 - Professional Services Companies › Section 1111 - Purchase of interest upon death, incapacity, or disqualification of member.

Superseded 7/1/2024
48-3a-1111.
Purchase of interest upon death, incapacity, or disqualification of member.
(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), one of the following may bring an action in the district court of the county in which the principal office or place of practice of the professional services company is located 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 its 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.
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 11 - Professional Services Companies › Section 1111 - Purchase of interest upon death, incapacity, or disqualification of member.

Effective 7/1/2024
48-3a-1111.
Purchase of interest upon death, incapacity, or disqualification of member.
(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.
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 11 - Professional Services Companies › Section 1112 - Conversion to nonprofessional company.

48-3a-1112.
Conversion to nonprofessional company.
(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.
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 12 - Series Limited Liability Companies › Section 1202 - Notice of limitation on liability of a series.

Effective 5/12/2015
48-3a-1202.
Notice of limitation on liability of a series.
(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.
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 12 - Series Limited Liability Companies › Section 1203 - Agreement to be liable.

48-3a-1203.
Agreement to be liable.
Notwithstanding Section 48-3a-304, or a contrary provision in an operating agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations, or liabilities of one or more series.
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 12 - Series Limited Liability Companies › Section 1204 - Series related provisions in operating agreement.

48-3a-1204.
Series related provisions in operating agreement.
(1) An operating agreement may provide for classes or groups of members or managers associated with a series having such relative rights, powers, and duties as the operating agreement may provide.
(2) The operating agreement may provide for the future creation of additional classes or groups of members or managers associated with the series having such relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior to existing classes and groups of members or managers associated with the series.
(3) An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any member or manager or class or group of members or managers, including all action to create under the provisions of the operating agreement a class or group of the series of membership interests that was not previously outstanding.
(4) An operating agreement may provide that any member or class or group of members associated with a series does not have voting rights.
(5) An operating agreement may grant to all or certain identified members or managers or a specified class or group of the members or managers associated with a series the right to vote on any matter separately or with all or any class or group of the members or managers associated with the series. Voting by members or managers associated with a series may be on any basis including:
(a) a per capita basis;
(b) a number basis;
(c) on the basis of a financial interest; or
(d) by class or group.
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 12 - Series Limited Liability Companies › Section 1207 - Events causing dissociation from a series.

48-3a-1207.
Events causing dissociation from a series.
(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.
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 12 - Series Limited Liability Companies › Section 1208 - Dissolution of a series.

48-3a-1208.
Dissolution of a series.
(1) Except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company.
(2) The dissolution of a series does not affect the limitation on liabilities of the series under Section 48-3a-1201.
(3) A series is dissolved and its affairs shall be wound up upon the dissolution of the limited liability company under Section 48-3a-701 or upon the occurrence of any of the events described in Section 48-3a-701, as applied to the series.
(4) Notwithstanding Section 48-3a-703, unless otherwise provided in the operating agreement, any of the following persons may wind up the affairs of a dissolved series:
(a) a manager associated with a series who has not wrongfully caused the dissolution of the series;
(b) if there is no manager that satisfies the requirements of Subsection (4)(a), the members associated with the series who have not wrongfully caused the dissolution of the series or a person approved by the members associated with the series who have not wrongfully caused the dissolution of the series; or
(c) if there is more than one class or group of members associated with the series, then by each class or group of members associated with the series, in either case, by members who have not wrongfully caused the dissolution of the series, and either:
(i) own more than 50% of the transferable interests of the series owned by members associated with the series who have not wrongfully caused the dissolution of the series; or
(ii) own more than 50% of the transferable interests of each class or group associated with the series owned by members associated with the series who have not wrongfully caused the dissolution of the series.
(5) The persons winding up the affairs of a series, in the name of the series and for and on behalf of the series, may take all actions with respect to the series as are permitted under Section 48-3a-703 for a limited liability company. The persons winding up the affairs of a series shall provide for the claims and obligations of the series as provided in Section 48-3a-711 for a limited liability company and distribute the assets of the series as provided in Section 48-3a-711 for a limited liability company. An action taken pursuant to this Subsection (5) may not affect the liability of a member and may not impose liability on a liquidating trustee.
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 12 - Series Limited Liability Companies › Section 1209 - Foreign limited liability company -- Series.

48-3a-1209.
Foreign limited liability company -- Series.
A foreign limited liability company that is registered to do business in this state that is governed by an operating agreement that establishes or provides for the establishment of a series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the foreign limited liability company, or profits and losses associated with the specified property or obligations, shall indicate that fact on the foreign registration statement filed by the division. In addition, the foreign limited liability company shall state on the foreign registration statement whether the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series. Notice in a foreign limited liability company's foreign registration statement of the limitation on liability of a series as referenced in this section shall have the same effect found in Section 48-3a-1202 as a notice of limitation on liability of a series set forth in a limited liability company's certificate of organization.
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 13 - Low-Profit Limited Liability Companies › Section 1301 - Application of this part.

48-3a-1301.
Application of this part.
If a conflict arises between this part and another provision of this chapter, this part controls.
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 13 - Low-Profit Limited Liability Companies › Section 1302 - Requirements.

48-3a-1302.
Requirements.
(1) To be a low-profit limited liability company, a limited liability company shall:
(a) contain in its name the abbreviation "L3C" or "l3c";
(b) state in its certificate of organization that it is a low-profit limited liability company;
(c) organize under this chapter; and
(d) be organized for a business purpose that satisfies, and at all times operates to satisfy each of the requirements under Subsection (2).
(2) A low-profit limited liability company:
(a) shall significantly further the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B), Internal Revenue Code;
(b) shall demonstrate that it would not be formed but for the limited liability company's relationship to the accomplishment of a charitable or educational purpose;
(c) subject to Subsection (3), may not have as a significant purpose the production of income or the appreciation of property; and
(d) may not have as a purpose to accomplish one or more political or legislative purposes within the meaning of Section 170(c)(2)(D), Internal Revenue Code.
(3) Notwithstanding Subsection (2), if a low-profit limited liability company produces significant income or capital appreciation, in the absence of other factors, the fact that the low-profit limited liability company produces significant income or capital appreciation is not conclusive evidence of a significant purpose involving the production of income or the appreciation of 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 13 - Low-Profit Limited Liability Companies › Section 1303 - Ceasing to be a low-profit limited liability company.

48-3a-1303.
Ceasing to be a low-profit limited liability company.
(1) If a limited liability company that is a low-profit limited liability company at its formation at any time ceases to meet a requirement to be a low-profit limited liability company under Section 48-3a-1302, the limited liability company:
(a) ceases to be a low-profit limited liability company on the day on which the limited liability company no longer meets the requirement; and
(b) if it continues to meet the requirements of this chapter to be a limited liability company, continues to exist as a limited liability company that is not a low-profit limited liability company.
(2) A low-profit limited liability company's failure to meet a requirement of Section 48-3a-1302 may be:
(a) voluntary, in order to convert to a limited liability company that is not a low-profit limited liability company; or
(b) involuntary.
(3) If a low-profit limited liability company ceases to be a low-profit limited liability company in accordance with this section, the limited liability company shall:
(a) change its name to conform with Section 48-3a-108; and
(b) amend its certificate of organization in accordance with Section 48-3a-202.
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 13 - Low-Profit Limited Liability Companies › Section 1304 - Merger, interest exchange, conversion, or domestication of a low-profit limited liability company.

48-3a-1304.
Merger, interest exchange, conversion, or domestication of a low-profit limited liability company.
A 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.
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 14 - Miscellaneous Provisions › Section 1401 - Uniformity of application and construction.

48-3a-1401.
Uniformity of application and construction.
In 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.
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 14 - Miscellaneous Provisions › Section 1402 - Severability clause.

48-3a-1402.
Severability clause.
If 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.
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 14 - Miscellaneous Provisions › Section 1403 - Relation to Electronic Signatures in Global and National Commerce Act.

48-3a-1403.
Relation to Electronic Signatures in Global and National Commerce Act.
This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or supersede Section 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. Sec. 7003(b).
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 14 - Miscellaneous Provisions › Section 1404 - Savings clause.

48-3a-1404.
Savings clause.
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes 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 14 - Miscellaneous Provisions › Section 1405 - Application to existing relationships.

48-3a-1405.
Application to existing relationships.
(1) Before January 1, 2016, this chapter governs only:
(a) a limited liability company formed on or after January 1, 2014; and
(b) except as otherwise provided in Subsection (3), a limited liability company formed before January 1, 2014, which elects, in the manner provided in its operating agreement or by law for amending the operating 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 liability companies.
(3) For the purposes of applying this chapter to a limited liability company formed before January 1, 2014:
(a) the limited liability company's articles of organization are deemed to be the limited liability company's certificate of organization;
(b) for the purposes of applying Subsection 48-3a-102(15) and subject to Subsection 48-3a-114(4), language in the limited liability company's articles of organization designating the limited liability company's management structure operates as if that language were in the operating agreement; and
(c) the limited liability company has perpetual duration unless otherwise stated in the limited liability company's articles of organization.
Enacted by Chapter 412, 2013 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 4 - Benefit Limited Liability Company Act › Part 1 - General Provisions › Section 102 - Application and effect of chapter.

Effective 5/14/2019
48-4-102.
Application and effect of chapter.
(1) This chapter applies to a benefit company organized under this chapter.
(2)
(a) The existence of a provision in this chapter does not itself create an implication that a contrary or different rule of law is applicable to a limited liability company that is not a benefit company.
(b) This chapter does not affect a statute or rule of law that is applicable to a limited liability company that is not a benefit company.
(3)
(a) Except as otherwise provided in this chapter, Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, applies to a benefit company.
(b) The provisions of this chapter control over any inconsistent provision of Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act.
(4) The operating agreement of a benefit company may not limit, be inconsistent with, or supersede a provision of this chapter.
Amended by Chapter 136, 2019 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 4 - Benefit Limited Liability Company Act › Part 1 - General Provisions › Section 104 - Benefit company status.

Effective 5/8/2018
48-4-104.
Benefit company status.
(1) A person may form a benefit company in accordance with Title 48, Chapter 3a, Utah Revised Uniform Limited Liability Company Act, except the certificate of organization shall state that the limited liability company is a benefit company.
(2)
(a) A limited liability company may elect to become a benefit company by amending, in accordance with Section 48-3a-202, the limited liability company's certificate of organization to contain a statement that the limited liability company is a benefit company.
(b) An amendment described in Subsection (2)(a) is not effective unless the amendment is adopted by at least the minimum status vote.
(3) If an entity that is not a benefit company is a party to a merger or is the exchanging entity in an interest exchange, and the surviving entity in the merger or interest exchange is a benefit company, the merger or interest exchange is not effective unless the merger or interest exchange is adopted by the entity by at least the minimum status vote.
(4)
(a) A benefit company may terminate the benefit company's status as a benefit company and cease to be subject to this chapter by amending the benefit company's certificate of organization in accordance with Section 48-3a-202 to delete the provision described in Subsection (1) or (2) that states that the limited liability company is a benefit company.
(b) An amendment described in Subsection (4)(a) is not effective unless the amendment is adopted by at least the minimum status vote.
(5)
(a) If a proposed merger or interest exchange would have the effect of terminating a benefit company's status as a benefit company, the merger or interest exchange is not effective unless the merger or interest exchange is adopted by at least the minimum status vote.
(b) Unless the transaction is in the usual and regular course of the benefit company's business, a sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit company is not effective unless the transaction is approved by at least the minimum status vote.
Enacted by Chapter 201, 2018 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 4 - Benefit Limited Liability Company Act › Part 1 - General Provisions › Section 105 - Benefit company name.

Effective 5/8/2018
48-4-105.
Benefit company name.
(1) The name of a benefit company may contain the words "benefit limited liability company," "benefit limited company," or "benefit company" or the abbreviation "B.L.L.C.," "BLLC," "B.L.C.," or "BLC." "Limited" may be abbreviated as "Ltd.," and "company" may be abbreviated as "Co."
(2) A benefit company that complies with Subsection (1) satisfies the requirement described in Subsection 48-3a-108(1).
Enacted by Chapter 201, 2018 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 4 - Benefit Limited Liability Company Act › Part 2 - Company Purposes › Section 201 - Company purpose.

Effective 5/8/2018
48-4-201.
Company purpose.
(1) In addition to the benefit company's purpose under Section 48-3a-104, a benefit company shall have a purpose of creating general public benefit.
(2)
(a) A benefit company's certificate of organization may identify one or more specific public benefits that are the purposes of the benefit company to create.
(b) Identifying a specific public benefit in accordance with Subsection (2)(a) does not affect a benefit company's obligation to create general public benefit in accordance with Subsection (1).
(3) The creation of general public benefit and one or more specific public benefits is in the best interests of the benefit company.
(4)
(a) A benefit company may amend the benefit company's certificate or organization to add, amend, or delete a specific public benefit.
(b) An amendment described in Subsection (4)(a) is not effective unless adopted by at least the minimum status vote.
Enacted by Chapter 201, 2018 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 4 - Benefit Limited Liability Company Act › Part 3 - Accountability › Section 301 - Standard of conduct for members.

Effective 5/14/2019
48-4-301.
Standard of conduct for members.
(1) When discharging a duty under this chapter, each member of a member-managed benefit company:
(a) shall consider the effect of any action or inaction on:
(i) the members of the benefit company;
(ii) the employees and workforce of the benefit company;
(iii) the interests of customers as beneficiaries of the benefit company's general public benefit purpose or specific public benefit purpose;
(iv) community and societal considerations, including those of each community in which offices or facilities of the benefit company or the benefit company's subsidiaries or suppliers are located;
(v) the local and global environment;
(vi) the short-term and long-term interests of the benefit company, including benefits that may accrue to the benefit company from the benefit company's long-term plans and the possibility that the interests may be best served by the continued independence of the benefit company; and
(vii) the ability of the benefit company to accomplish the benefit company's general public benefit purpose and any specific public benefit purpose; and
(b) may consider other pertinent factors or the interests of any other group that the member considers appropriate.
(2) A member is not required to prioritize the interests of a person or factor described in Subsection (1)(a) or (b) over the interests of any other person or factor, unless the benefit company's certificate of organization states an intention to give priority to certain interests related to the benefit company's accomplishment of the benefit company's general public benefit purpose or a specific public benefit purpose identified in the benefit company's certificate of organization.
(3) A member's consideration of interests and factors in accordance with Subsections (1) and (2) does not constitute a violation of Section 48-3a-409.
(4) A member of a member-managed limited liability company that is a benefit company does not have a duty to a person who is a beneficiary of the benefit company's general public benefit purpose or a specific public benefit purpose arising from the person's status as a beneficiary.
Amended by Chapter 136, 2019 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 4 - Benefit Limited Liability Company Act › Part 3 - Accountability › Section 302 - Standard of conduct for managers and officers.

Effective 5/8/2018
48-4-302.
Standard of conduct for managers and officers.
(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.
Enacted by Chapter 201, 2018 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 4 - Benefit Limited Liability Company Act › Part 3 - Accountability › Section 303 - Right of action.

Effective 5/8/2018
48-4-303.
Right of action.
(1) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a benefit company or a benefit company's member, manager, or officer with respect to:
(a) failure to pursue or create general public benefit or a specific public benefit set forth in the benefit company's certificate of organization; or
(b) violation of a duty or standard of conduct under this chapter.
(2) A benefit company is not liable for monetary damages under this chapter for a failure of the benefit company to pursue or create general public benefit or a specific public benefit.
(3) Only the following may commence or maintain a benefit enforcement proceeding:
(a) the benefit company, directly; or
(b) one or more of the following, derivatively:
(i) a member that owned at least 2% of the total number of interests of a class or series outstanding at the time of the act or omission complained of;
(ii) a manager of a manager-managed benefit company;
(iii) a person or group of persons who own beneficially or of record at least 5% of the interests in an association of which the benefit company is a subsidiary at the time of the act or omission complained of; or
(iv) any person or group of persons specified in the benefit company's certificate of organization or operating agreement.
Enacted by Chapter 201, 2018 General Session
2023 Utah Code › Title 48 - Unincorporated Business Entity Act › Chapter 4 - Benefit Limited Liability Company Act › Part 4 - Transparency › Section 401 - Annual benefit report.

Effective 5/8/2018
48-4-401.
Annual benefit report.
(1) A benefit company shall prepare an annual benefit report that includes:
(a) a narrative description of:
(i) the ways in which the benefit company pursued the benefit company's general public benefit purpose during the year and the extent to which general public benefit was created;
(ii) the ways in which the benefit company pursued any specific public benefit that the benefit company's certificate of organization states is the purpose of the benefit company to create and the extent to which the specific public benefit was created;
(iii) any circumstances that have hindered the benefit company's creation of general public benefit or any specific public benefit; and
(iv) the process and rationale for selecting or changing the third-party standard used to prepare the benefit report;
(b) an assessment of the overall social and environmental performance of the benefit company against a third-party standard:
(i) applied consistently with any application of the standard in prior benefit reports; or
(ii) accompanied by an explanation of the reasons for any inconsistent application; and
(c) any connection between the organization that established the third-party standard, or the organization's directors or officers, or a holder of 5% or more of the governance interests in the organization, and the benefit company or the benefit company's members, managers, or officers or any holder of 5% or more of the outstanding interests in the benefit company, including any financial or governance relationship that might materially affect the credibility of the use of the third-party standard.
(2) The assessment described in Subsection (1)(b) does not need to be audited or certified by a third party.
Enacted by Chapter 201, 2018 General Session