Utah Code 48-3a-103. Knowledge — Notice

(1)

A person knows a fact if the person:

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Terms Used In Utah Code 48-3a-103

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

Transfer: includes :

(a)	an assignment;

(b)	a conveyance;

(c)

a sale;

(d)

a lease;

(e)	an encumbrance, including a mortgage or security interest;

(f)	a gift; and

(g)	a transfer by operation of law. See Utah Code 48-3a-102
(a)	has actual knowledge of it; or

(b)	is deemed to know it under Subsection (4)(a) or law other than this chapter.

(2)

A person has notice of a fact if the person:

(a)	has reason to know the fact from all the facts known to the person at the time in question; or

(b)	is deemed to have notice of the fact under Subsection (4)(b).

(3)	Subject to Subsection 48-3a-209(6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

(4)

A person not a member is deemed:

(a)	to know of a limitation on authority to transfer real property as provided in Subsection 48-3a-302(7); and

(b)

to have notice of a limited liability company’s:

(i)	dissolution 90 days after a statement of dissolution under Subsection 48-3a-703(2)(b)(i) becomes effective;

(ii)	termination 90 days after a statement of termination under Subsection 48-3a-703(2)(b)(vi) becomes effective;

(iii)

participation in a merger, interest exchange, conversion, or domestication 90 days after a statement of merger, interest exchange, conversion, or domestication under 10, becomes effective; and

(iv)	abandonment of a merger, interest exchange, conversion, or domestication 90 days after a statement of abandonment of merger, interest exchange, conversion, or domestication under 10, becomes effective.

Enacted by Chapter 412, 2013 General Session

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