Utah Code 48-3a-602. Events causing dissociation
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A person is dissociated as a member when:
(1) the limited liability company has notice of the person’s express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the limited liability company had notice, on that later date;
Terms Used In Utah Code 48-3a-602
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
- Inter vivos: Transfer of property from one living person to another living person.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Member: means a person that:(14)(a) has become a member of a limited liability company under Section 48-3a-401 or was a member in a company when the company became subject to this chapter under Section 48-3a-1405; and(14)(b) has not dissociated under Section 48-3a-602. See Utah Code 48-3a-102
- Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Utah Code 48-3a-102
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Operating agreement: means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in Subsection 48-3a-112(1). See Utah Code 48-3a-102
- Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Utah Code 48-3a-102
- Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Utah Code 48-3a-102
- Transfer: includes :
(28)(a) an assignment;(28)(b) a conveyance;(28)(c) a sale;(28)(d) a lease;(28)(e) an encumbrance, including a mortgage or security interest;(28)(f) a gift; and(28)(g) a transfer by operation of law. See Utah Code 48-3a-102- Transferable interest: means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. See Utah Code 48-3a-102
- Trustee: A person or institution holding and administering property in trust.
(2) an event stated in the operating agreement as causing the person’s dissociation occurs;(3) the person’s entire interest is transferred in a foreclosure sale under Subsection 48-3a-503(6);(4) the person is expelled as a member pursuant to the operating agreement;(5) the person is expelled as a member by the unanimous consent of the other members if:(5)(a) it is unlawful to carry on the limited liability company’s activities and affairs with the person as a member;(5)(b) there has been a transfer of all the person’s transferable interest in the limited liability company, other than:(5)(b)(i) a transfer for security purposes; or(5)(b)(ii) a charging order in effect under Section 48-3a-503 which has not been foreclosed;(5)(c) the person is a corporation, and:(5)(c)(i) the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation; and(5)(c)(ii) not later than 90 days after the notification the statement of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated; or(5)(d) the person is an unincorporated entity that has been dissolved and whose business is being wound up;(6) on application by the limited liability company or a member in a direct action under Section 48-3a-801, the person is expelled as a member by judicial order because the person:(6)(a) has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited liability company’s activities and affairs;(6)(b) has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under Section 48-3a-409; or(6)(c) has engaged or is engaging in conduct relating to the limited liability company’s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member;(7) in the case of an individual:(7)(a) the individual dies; or(7)(b) in a member-managed limited liability company:(7)(b)(i) a guardian or general conservator for the individual is appointed; or(7)(b)(ii) a court orders that the individual has otherwise become incapable of performing the individual’s duties as a member under this chapter or the operating agreement;(8) in a member-managed limited liability company, the person:(8)(a) becomes a debtor in bankruptcy;(8)(b) executes an assignment for the benefit of creditors; or(8)(c) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person’s property;(9) in the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust’s entire transferable interest in the limited liability company is distributed;(10) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire transferable interest in the limited liability company is distributed, but not merely by reason of substitution of a successor personal representative;(11) in the case of a person that is not an individual, corporation, unincorporated entity, trust, or estate, the existence of the person terminates;(12) the limited liability company participates in a merger under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and:(12)(a) the limited liability company is not the surviving entity; or(12)(b) otherwise as a result of the merger, the person ceases to be a member;(13) the limited liability company participates in an interest exchange under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the interest exchange, the person ceases to be a member;(14) the limited liability company participates in a conversion under Part 10, Merger, Interest Exchange, Conversion, and Domestication;(15) the limited liability company participates in a domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the domestication, the person ceases to be a member; or(16) the limited liability company dissolves and completes winding up.