(1)  If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the limited liability company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.

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Terms Used In Utah Code 48-3a-401

  • 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
  • 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
  • Transferable interest: means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. See Utah Code 48-3a-102
    • (2)  If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the limited liability company. The organizer acts on behalf of the persons in forming the limited liability company and may be, but need not be, one of the persons.

    (3)  After formation of a limited liability company, a person becomes a member:

    (a)  as provided in the operating agreement;

    (b)  as the result of a transaction effective under 10;

    (c)  with the consent of all the members; or

    (d)  as provided in Subsection 48-3a-701(3).

    (4)  A person may become a member without:

    (a)  acquiring a transferable interest; or

    (b)  making or being obligated to make a contribution to the limited liability company.

    Enacted by Chapter 412, 2013 General Session

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