Superseded 7/1/2024)

48-3a-703.  Winding up.

(1)  A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in Section 48-3a-704, the limited liability company continues after dissolution only for the purpose of winding up.

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Terms Used In Utah Code 48-3a-703

  • 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.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • 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
  • Member: means a person that:
(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
(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
  • 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
    • (2)  In winding up its activities and affairs, a limited liability company:

    (a)  shall discharge the limited liability company’s debts, obligations, and other liabilities, settle and close the limited liability company’s activities and affairs, and marshal and distribute the assets of the limited liability company; and

    (b)  may:

    (i)  deliver to the division for filing a statement of dissolution stating the name of the limited liability company and that the limited liability company is dissolved;

    (ii)  preserve the limited liability company activities, affairs, and property as a going concern for a reasonable time;

    (iii)  prosecute and defend actions and proceedings, whether civil, criminal, or administrative;

    (iv)  transfer the limited liability company’s property;

    (v)  settle disputes by mediation or arbitration;

    (vi)  deliver to the division for filing a statement of termination stating the name of the limited liability company and that the limited liability company is terminated; and

    (vii)  perform other acts necessary or appropriate to the winding up.

    (3)  If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the limited liability company. If the person does so, the person has the powers of a sole manager under Subsection 48-3a-407(3) and is deemed to be a manager for the purposes of Subsection 48-3a-304(1).

    (4)  If the legal representative under Subsection (3) declines or fails to wind up the limited liability company’s activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this Subsection (4):

    (a)  has the powers of a sole manager under Subsection 48-3a-407(3) and is deemed to be a manager for the purposes of Subsection 48-3a-304(1); and

    (b)  shall promptly deliver to the division for filing an amendment to the limited liability company’s certificate of organization stating:

    (i)  that the limited liability company has no members;

    (ii)  the name and street and mailing addresses of the person; and

    (iii)  that the person has been appointed pursuant to this subsection to wind up the limited liability company.

    (5)  A district court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company’s activities and affairs:

    (a)  on application of a member, if the applicant establishes good cause;

    (b)  on the application of a transferee, if:

    (i)  the company does not have any members;

    (ii)  the legal representative of the last person to have been a member declines or fails to wind up the limited liability company’s activities; and

    (iii)  within a reasonable time following the dissolution a person has not been appointed pursuant to Subsection (4); or

    (c)  in connection with a proceeding under Subsection 48-3a-701(4) or (5).

    Enacted by Chapter 412, 2013 General Session

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