Utah Code 48-3a-1053. Approval of domestication

(1)

A plan of domestication of a domestic domesticating limited liability company is not effective unless it has been approved:

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Terms Used In Utah Code 48-3a-1053

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
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.
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
(a)	by all the members entitled to vote on or consent to any matter; and

(b)

in a record, by each member that will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless:

(i)	the operating agreement of the entity in a record provides for the approval of a domestication or merger in which some or all of its members become subject to interest holder liability by the vote or consent of fewer than all the members; and

(ii)	the member voted for or consented in a record to that provision of the operating agreement or became an interest holder after the adoption of that provision.

(2)	A domestication of a foreign domesticating limited liability company is not effective unless it is approved in accordance with the law of the foreign limited liability company‘s jurisdiction of formation.

Enacted by Chapter 412, 2013 General Session

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