Utah Code 48-3a-502. Transfer of transferable interest
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(1) Subject to Subsection 48-3a-503(6), a transfer, in whole or in part, of a transferable interest:
Terms Used In Utah Code 48-3a-502
- 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
- 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
- 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
- Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. See Utah Code 48-3a-102
(1)(a) is permissible;(1)(b) does not by itself cause a member‘s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and(1)(c) subject to Section 48-3a-504, does not entitle the transferee to:(1)(c)(i) participate in the management or conduct of the limited liability company’s activities and affairs; or(1)(c)(ii) except as otherwise provided in Subsection (3), have access to records or other information concerning the limited liability company’s activities and affairs.(2) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.(3) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the limited liability company’s transactions only from the date of dissolution.(4) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.(5) A limited liability company need not give effect to a transferee’s rights under this section until the limited liability company knows or has notice of the transfer.(6) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having knowledge or notice of the restriction at the time of transfer.(7) Except as otherwise provided in Subsection 48-3a-602(5)(b), if a member transfers a transferable interest, the transferor retains the rights of a member other than the transferable interest transferred and retains all the duties and obligations of a member.(8) If a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member’s obligations under Section 48-3a-403 and Subsection 48-3a-406(3) known to the transferee when the transferee becomes a member.