Utah Code 48-3a-701. Events causing dissolution
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A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:
(1) an event, circumstance, or date that the certificate of organization or operating agreement states causes dissolution;
Terms Used In Utah Code 48-3a-701
- Certificate of organization: means the certificate required by Section 48-3a-201. See Utah Code 48-3a-102
- Division: means the Division of Corporations and Commercial Code. 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
- 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
(2) the consent of all the members;(3) the passage of 90 consecutive days during which the limited liability company has no members unless:(3)(a) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and(3)(b) at least one person becomes a member in accordance with the consent;(4) upon a petition brought by a member, the entry of a court order dissolving the limited liability company on the grounds that:(4)(a) the conduct of all or substantially all of the limited liability company’s activities and affairs is unlawful; or(4)(b) it is not reasonably practicable to carry on the limited liability company’s activities and affairs in conformity with the certificate of organization and the operating agreement;(5) upon a petition brought by a member, the entry of a court order dissolving the limited liability company on the grounds that the managers or those members in control of the limited liability company:(5)(a) have acted, are acting, or will act in a manner that is illegal or fraudulent; or(5)(b) have acted, are acting, or will act in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or(6) the signing and filing of a statement of administrative dissolution by the division under Subsection48-3a-708 (3).