In this part:

(1) “Acquired entity” means the entity, all of one or more classes or series of interests which are acquired in an interest exchange.
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Terms Used In Utah Code 48-3a-1001

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Certificate of organization: means the certificate required by Section 48-3a-201. See Utah Code 48-3a-102
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • 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.
  • Decedent: A deceased person.
  • Division: means the Division of Corporations and Commercial Code. See Utah Code 48-3a-102
  • Foreign limited liability company: means an unincorporated entity formed under the law of a jurisdiction other than this state, which would be a limited liability company, including a low-profit limited liability company, if formed under the law of this state. See Utah Code 48-3a-102
  • 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.
  • Jurisdiction of formation: means , with respect to an entity, the jurisdiction:
         (9)(a) under whose law the entity is formed; or
         (9)(b) in the case of a limited liability partnership or foreign limited liability partnership, in which the partnership's statement of qualification is filed. See Utah Code 48-3a-102
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Subsection 48-3a-407(3). See Utah Code 48-3a-102
  • Manager-managed limited liability company: means a limited liability company that qualifies under Subsection 48-3a-407(1). See Utah Code 48-3a-102
  • 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
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • 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
  • Series: means a series created in accordance with Part 12, Series Limited Liability Companies. See Utah Code 48-3a-102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Utah Code 48-3a-102
  • Trustee: A person or institution holding and administering property in trust.
(2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
(3) “Conversion” means a transaction authorized by Sections 48-3a-1041 through 48-3a-1046.
(4) “Converted entity” means the converting entity as it continues in existence after a conversion.
(5) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to Section 48-3a-1043 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation.
(6) “Distributional interest” means the right under an unincorporated entity’s organic law and organic rules to receive distributions from the entity.
(7) “Domestic,” with respect to an entity, means governed as to its internal affairs by the law of this state.
(8) “Domesticated limited liability company” means the domesticating limited liability company as it continues in existence after a domestication.
(9) “Domesticating limited liability company” means the domestic limited liability company that approves a plan of domestication pursuant to Section 48-3a-1053 or the foreign limited liability company that approves a domestication pursuant to the law of its jurisdiction of formation.
(10) “Domestication” means a transaction authorized by Sections 48-3a-1051 through 48-3a-1056.
(11) “Entity”:

     (11)(a) means:

          (11)(a)(i) a business corporation;
          (11)(a)(ii) a nonprofit corporation;
          (11)(a)(iii) a general partnership, including a limited liability partnership;
          (11)(a)(iv) a limited partnership, including a limited liability limited partnership;
          (11)(a)(v) a limited liability company;
          (11)(a)(vi) a limited cooperative association;
          (11)(a)(vii) an unincorporated nonprofit association;
          (11)(a)(viii) a statutory trust, business trust, or common-law business trust; or
          (11)(a)(ix) any other person that has:

               (11)(a)(ix)(A) a legal existence separate from any interest holder of that person; or
               (11)(a)(ix)(B) the power to acquire an interest in real property in its own name; and
     (11)(b) does not include:

          (11)(b)(i) an individual;
          (11)(b)(ii) a trust with a predominantly donative purpose or a charitable trust;
          (11)(b)(iii) an association or relationship that is not a partnership solely by reason of Subsection 48-1d-202(3) or a similar provision of the law of another jurisdiction;
          (11)(b)(iv) a decedent‘s estate; or
          (11)(b)(v) a government or a governmental subdivision, agency, or instrumentality.
(12) “Filing entity” means an entity whose formation requires the filing of a public organic record.
(13) “Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than this state.
(14) “Governance interest” means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:

     (14)(a) receive or demand access to information concerning, or the books and records of, the entity;
     (14)(b) vote for or consent to the election of the governors of the entity; or
     (14)(c) receive notice of or vote on or consent to an issue involving the internal affairs of the entity.
(15) “Governor” means:

     (15)(a) a director of a business corporation;
     (15)(b) a director or trustee of a nonprofit corporation;
     (15)(c) a general partner of a general partnership;
     (15)(d) a general partner of a limited partnership;
     (15)(e) a manager of a manager-managed limited liability company;
     (15)(f) a member of a member-managed limited liability company;
     (15)(g) a director of a limited cooperative association;
     (15)(h) a manager of an unincorporated nonprofit association;
     (15)(i) a trustee of a statutory trust, business trust, or common-law business trust; or
     (15)(j) any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
(16) “Interest” means:

     (16)(a) a share in a business corporation;
     (16)(b) a membership in a nonprofit corporation;
     (16)(c) a partnership interest in a general partnership;
     (16)(d) a partnership interest in a limited partnership;
     (16)(e) a membership interest in a limited liability company;
     (16)(f) a member’s interest in a limited cooperative association;
     (16)(g) a membership in an unincorporated nonprofit association;
     (16)(h) a beneficial interest in a statutory trust, business trust, or common-law business trust; or
     (16)(i) a governance interest or distributional interest in any other type of unincorporated entity.
(17) “Interest exchange” means a transaction authorized by Sections 48-3a-1031 through 48-3a-1036.
(18) “Interest holder” means:

     (18)(a) a shareholder of a business corporation;
     (18)(b) a member of a nonprofit corporation;
     (18)(c) a general partner of a general partnership;
     (18)(d) a general partner of a limited partnership;
     (18)(e) a limited partner of a limited partnership;
     (18)(f) a member of a limited liability company;
     (18)(g) a member of a limited cooperative association;
     (18)(h) a member of an unincorporated nonprofit association;
     (18)(i) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or
     (18)(j) any other direct holder of an interest.
(19) “Interest holder liability” means:

     (19)(a) personal liability for a liability of an entity which is imposed on a person:

          (19)(a)(i) solely by reason of the status of the person as an interest holder; or
          (19)(a)(ii) by the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
     (19)(b) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(20) “Merger” means a transaction authorized by Sections 48-3a-1021 through 48-3a-1026.
(21) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.
(22) “Organic law” means the law of an entity’s jurisdiction of formation governing the internal affairs of the entity.
(23) “Organic rules” means the public organic record and private organic rules of an entity.
(24) “Plan” means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication.
(25) “Plan of conversion” means a plan under Section 48-3a-1042.
(26) “Plan of domestication” means a plan under Section 48-3a-1052.
(27) “Plan of interest exchange” means a plan under Section 48-3a-1032.
(28) “Plan of merger” means a plan under Section 48-3a-1022.
(29) “Private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes:

     (29)(a) the bylaws of a business corporation;
     (29)(b) the bylaws of a nonprofit corporation;
     (29)(c) the partnership agreement of a general partnership;
     (29)(d) the partnership agreement of a limited partnership;
     (29)(e) the operating agreement of a limited liability company;
     (29)(f) the bylaws of a limited cooperative association;
     (29)(g) the governing principles of an unincorporated nonprofit association; and
     (29)(h) the trust instrument of a statutory trust or similar rules of a business trust or common-law business trust.
(30) “Protected agreement” means:

     (30)(a) a record evidencing indebtedness and any related agreement in effect on January 1, 2014;
     (30)(b) an agreement that is binding on an entity on January 1, 2014;
     (30)(c) the organic rules of an entity in effect on January 1, 2014; or
     (30)(d) an agreement that is binding on any of the governors or interest holders of an entity on January 1, 2014.
(31) “Public organic record” means the record the filing of which by the division is required to form an entity and any amendment to or restatement of that record. The term includes:

     (31)(a) the articles of incorporation of a business corporation;
     (31)(b) the articles of incorporation of a nonprofit corporation;
     (31)(c) the certificate of limited partnership of a limited partnership;
     (31)(d) the certificate of organization of a limited liability company;
     (31)(e) the articles of organization of a limited cooperative association; and
     (31)(f) the certificate of trust of a statutory trust or similar record of a business trust.
(32) “Registered foreign entity” means a foreign entity that is registered to do business in this state pursuant to a record filed by the division.
(33) “Statement of conversion” means a statement under Section 48-3a-1045.
(34) “Statement of domestication” means a statement under Section 48-3a-1055.
(35) “Statement of interest exchange” means a statement under Section 48-3a-1035.
(36) “Statement of merger” means a statement under Section 48-3a-1025.
(37) “Surviving entity” means the entity that continues in existence after or is created by a merger.
(38) “Type of entity” means a generic form of entity:

     (38)(a) recognized at common law; or
     (38)(b) formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
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