Utah Code 48-3a-905. Activities not constituting doing business
Current as of: 2024 | Check for updates
|
Other versions
(1) Activities of a foreign limited liability company which do not constitute doing business in this state under this part include:
Terms Used In Utah Code 48-3a-905
- 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
- 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
- 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
- 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
- Service of process: The service of writs or summonses to the appropriate party.
- 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
- 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(1)(a) maintaining, defending, mediating, arbitrating, or settling an action or proceeding;(1)(b) carrying on any activity concerning its internal affairs, including holding meetings of its members or managers;(1)(c) maintaining accounts in financial institutions;(1)(d) maintaining offices or agencies for the transfer, exchange, and registration of the securities of the foreign limited liability company or maintaining trustees or depositories with respect to those securities;(1)(e) selling through independent contractors;(1)(f) soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become contracts;(1)(g) creating or acquiring indebtedness, mortgages, or security interests in property;(1)(h) securing or collecting debts or enforcing mortgages or security interests in property securing the debts and holding, protecting, or maintaining property;(1)(i) conducting an isolated transaction that is not in the course of similar transactions;(1)(j) owning, without more, property; and(1)(k) doing business in interstate commerce.(2) A person does not do business in this state solely by being a member or manager of a foreign limited liability company that does business in this state.(3) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.