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 […]
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
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 […]
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 […]
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 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 […]
Section 209 – Duty of division to file — Review of refusal to file — Transmission of information by division.
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 […]
Section 112 – Operating agreement — Scope, functions, and limitations.
48-3a-112. Operating agreement — Scope, functions, and limitations. (1) Except as otherwise provided in Subsections (3) and (4), the operating agreement governs: (a) relations among the members as members and between the members and the limited liability company; (b) the rights and duties under this chapter of a person in the capacity of manager; (c) […]
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 […]
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 […]