Section 701 – Events causing dissolution.
48-3a-701. Events causing dissolution. A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (2) the consent of all the members; (3) the passage of 90 consecutive days during which […]
Section 702 – Election to purchase in lieu of dissolution.
48-3a-702. Election to purchase in lieu of dissolution. (1) In a proceeding under Subsection 48-3a-701(5) to dissolve a limited liability company, the limited liability company may elect or, if it fails to elect, one or more members may elect to purchase the interest in the limited liability company owned by the applicant member at the […]
Section 703 – Winding up.
48-3a-703. Winding up. (1) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in Section 48-3a-704, the limited liability company continues after dissolution only for the purpose of winding up. (2) In winding up its activities and affairs, a limited liability company: (a) shall discharge the limited […]
Section 704 – Rescinding dissolution.
48-3a-704. Rescinding dissolution. (1) A limited liability company may rescind its dissolution, unless a statement of termination applicable to the limited liability company is effective, the district court has entered an order under Subsection 48-3a-701(4) or (5) dissolving the limited liability company, or the division has dissolved the limited liability company under Section 48-3a-708. (2) […]
Section 705 – Known claims against dissolved limited liability company.
48-3a-705. Known claims against dissolved limited liability company. (1) A dissolved limited liability company in winding up may dispose of the known claims against it by following the procedures described in this section. (2) A limited liability company in winding up, electing to dispose of known claims pursuant to this section, may give written notice […]
Section 706 – Other claims against dissolved limited liability company.
48-3a-706. Other claims against dissolved limited liability company. (1) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the limited liability company to present them in accordance with the notice. (2) A notice under Subsection (1) must: (a) be published at least once in a newspaper of […]
Section 707 – Court proceedings.
48-3a-707. Court proceedings. (1) A dissolved limited liability company that has published a notice under Section 48-3a-706 may file an application with district court in the county where the dissolved limited liability company’s principal office is located, or, if the principal office is not located in this state, where the office of its registered agent […]
Section 405 – Limitation on distributions.
48-3a-405. Limitation on distributions. (1) A limited liability company may not make a distribution, including a distribution under Section 48-3a-711, if after the distribution: (a) the limited liability company would not be able to pay its debts as they become due in the ordinary course of the limited liability company’s activities and affairs; or (b) […]
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 […]
Section 407 – Management of limited liability company.
48-3a-407. Management of limited liability company. (1) A limited liability company is a member-managed limited liability company unless the operating agreement: (a) expressly provides that: (i) the limited liability company is or will be “manager-managed”; (ii) the limited liability company is or will be “managed by managers”; or (iii) management of the limited liability company […]