Terms Used In Utah Code > Title 48 > Chapter 3a > Part 10 - Merger, Interest Exchange, Conversion, and Domestication

• 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.
• Appraisal: A determination of property value.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• 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}
• Bequest: Property gifted by will.
• 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.
• Devise: To gift property by will.
• 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
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• 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
• Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
• 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
• Registered foreign limited liability company: means a foreign limited liability company that is registered to do business in this state pursuant to a statement of registration filed by the division. 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
• 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
• Trustee: A person or institution holding and administering property in trust.