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 1201 – Series of transferable interests.
48-3a-1201. Series of transferable interests. (1) An operating agreement may establish or provide for the establishment of a designated series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and, to the extent […]
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 […]
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
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 […]