Terms Used In Utah Code > Title 48 > Chapter 3a > Part 2 - Formation -- Certificate of Organization and Other Filings

• 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.
• Certificate of organization: means the certificate required by Section 48-3a-201. See Utah Code 48-3a-102
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Division: means the Division of Corporations and Commercial Code. See Utah Code 48-3a-102
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• 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
• Governing person: means a person, alone or in concert with others, by or under whose authority the powers of the limited liability company are exercised and under whose direction the activities and affairs of the limited liability company are managed pursuant to this chapter and the limited liability company's operating agreement. 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.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Low-profit limited liability company: means a limited liability company meeting the requirements of Part 13, Low-Profit Limited Liability Companies. 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
• 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
• Month: means a calendar month, unless otherwise expressed. See Utah Code 68-3-12.5
• 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
• Organizer: means a person that acts under Section 48-3a-201 to form a limited liability company. 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
• Principal office: means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state. See Utah Code 48-3a-102
• Professional services company: means a limited liability company organized in accordance with Part 11, Professional Services Companies. See Utah Code 48-3a-102
• Registered agent: means an agent of a limited liability company or foreign limited liability company which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company. 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
• Sign: means , with present intent to authenticate or adopt a record:
       (26)(a) to execute or adopt a tangible symbol; or
       (26)(b) to attach to or logically associate with the record an electronic symbol, sound, or process. 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