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 1202 – Severability clause.
48-2e-1202. 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 […]
Section 1203 – Relation to Electronic Signatures in Global and National Commerce Act.
48-2e-1203. 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 this chapter does not modify, limit, or supersede Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of […]
Section 1204 – Savings clause.
48-2e-1204. 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
Section 1205 – Application to existing relationships.
48-2e-1205. Application to existing relationships. (1) Before January 1, 2016, this chapter governs only: (a) a limited partnership formed on or after January 1, 2014; and (b) except as otherwise provided in Subsections (3) and (4), a limited partnership formed before January 1, 2014, which elects, in the manner provided in its partnership agreement or […]
Section 104 – Nature, purpose, and duration of limited liability company.
48-3a-104. Nature, purpose, and duration of limited liability company. (1) A limited liability company is an entity distinct from its member or members. (2) A limited liability company may have any lawful purpose, regardless of whether for profit. (3) A limited liability company has perpetual duration. Enacted by Chapter 412, 2013 General Session
Section 1144 – Amendment or abandonment of plan of conversion.
Effective 5/12/2015 48-2e-1144. Amendment or abandonment of plan of conversion. (1) A plan of conversion of a subject entity or domestic converting limited partnership may be amended: (a) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (b) by […]
Section 1145 – Statement of conversion.
48-2e-1145. Statement of conversion. (1) A statement of conversion must be signed by the converting entity and delivered to the division for filing. (2) A statement of conversion must contain: (a) the name, jurisdiction of formation, and type of entity of the converting entity; (b) the name, jurisdiction of formation, and type of entity of […]
Section 1146 – Effect of conversion.
Effective 5/12/2015 48-2e-1146. Effect of conversion. (1) When a conversion in which the converted entity is a subject entity or domestic limited partnership becomes effective: (a) the converted entity is: (i) organized under and subject to this chapter; and (ii) the same entity without interruption as the converting entity; (b) all property of the converting […]