Section 1205 – Management of a series.
48-3a-1205. Management of a series. (1) A series is member-managed unless the operating agreement: (a) expressly provides that: (i) the series is or will be “manager-managed”; (ii) the series is or will be “managed by managers”; or (iii) management of the series is or will be “vested in managers”; or (b) includes words of similar […]
Section 1206 – Series distributions.
48-3a-1206. Series distributions. (1) Any distribution made by a series before its dissolution and winding up must be in equal shares among the series members and dissociated series members, except to the extent necessary to comply with any transfer effective under Section 48-3a-502 and any charging order in effect under Section 48-3a-503. (2) A person […]
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 […]
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) […]
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 […]
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
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, […]
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 […]
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 […]
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 […]