Utah Code 48-3a-1111. Purchase of interest upon death, incapacity, or disqualification of member

Superseded 7/1/2024)

48-3a-1111. Purchase of interest upon death, incapacity, or disqualification of member.

(1)

Subject to this part, one or more of the following may provide for the purchase of a member’s interest in a professional services company upon the death, incapacity, or disqualification of the member:

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Terms Used In Utah Code 48-3a-1111

Certificate of organization: means the certificate required by Section 48-3a-201. See Utah Code 48-3a-102
Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
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.
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

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: means a personal service provided by:

(a)	a public accountant holding a license under Title 58, Chapter 26a, Certified Public Accountant Licensing Act, or a subsequent law regulating the practice of public accounting;

(b)	an architect holding a license under Title 58, Chapter 3a, Architects Licensing Act, or a subsequent law regulating the practice of architecture;

(c)

an attorney granted the authority to practice law by the:

(i)	Utah Supreme Court; or

(ii)

one or more of the following that licenses or regulates the authority to practice law in a state or territory of the United States other than Utah:

(A)	a supreme court;

(B)	a court other than a supreme court;

(C)	an agency;

(D)	an instrumentality; or

(E)	a regulating board;

(d)	a chiropractor holding a license under Title 58, Chapter 73, Chiropractic Physician Practice Act, or any subsequent law regulating the practice of chiropractics;

(e)	a doctor of dentistry holding a license under Title 58, Chapter 69, Dentist and Dental Hygienist Practice Act, or a subsequent law regulating the practice of dentistry;

(f)	a professional engineer registered under Title 58, Chapter 22, Professional Engineers and Professional Land Surveyors Licensing Act, or a subsequent law regulating the practice of engineers and land surveyors;

(g)	a naturopath holding a license under Title 58, Chapter 71, Naturopathic Physician Practice Act, or a subsequent law regulating the practice of naturopathy;

(h)	a nurse licensed under Title 58, Chapter 31b, Nurse Practice Act, or Title 58, Chapter 44a, Nurse Midwife Practice Act, or a subsequent law regulating the practice of nursing;

(i)	an optometrist holding a license under Title 58, Chapter 16a, Utah Optometry Practice Act, or a subsequent law regulating the practice of optometry;

(j)	an osteopathic physician or surgeon holding a license under Title 58, Chapter 68, Utah Osteopathic Medical Practice Act, or a subsequent law regulating the practice of osteopathy;

(k)	a pharmacist holding a license under Title 58, Chapter 17b, Pharmacy Practice Act, or a subsequent law regulating the practice of pharmacy;

(l)	a physician, surgeon, or doctor of medicine holding a license under Title 58, Chapter 67, Utah Medical Practice Act, or a subsequent law regulating the practice of medicine;

(m)	a physician assistant holding a license under Title 58, Chapter 70a, Utah Physician Assistant Act, or a subsequent law regulating the practice as a physician assistant;

(n)	a physical therapist holding a license under Title 58, Chapter 24b, Physical Therapy Practice Act, or a subsequent law regulating the practice of physical therapy;

(o)	a podiatric physician holding a license under Title 58, Chapter 5a, Podiatric Physician Licensing Act, or a subsequent law regulating the practice of podiatry;

(p)	a psychologist holding a license under Title 58, Chapter 61, Psychologist Licensing Act, or any subsequent law regulating the practice of psychology;

(q)	a principal broker, associate broker, or sales agent holding a license under Title 61, Chapter 2f, Real Estate Licensing and Practices Act, or a subsequent law regulating the sale, exchange, purchase, rental, or leasing of real estate;

(r)	a clinical or certified social worker holding a license under 2, or a subsequent law regulating the practice of social work;

(s)	a mental health therapist holding a license under Title 58, Chapter 60, Mental Health Professional Practice Act, or a subsequent law regulating the practice of mental health therapy;

(t)	a veterinarian holding a license under Title 58, Chapter 28, Veterinary Practice Act, or a subsequent law regulating the practice of veterinary medicine; or

(u)	an individual licensed, certified, or registered under Title 61, Chapter 2g, Real Estate Appraiser Licensing and Certification Act, or a subsequent law regulating the practice of appraising real estate. See Utah Code 48-3a-1101 Professional services company: means a limited liability company organized in accordance with 11. See Utah Code 48-3a-102
(a)	the certificate of organization;

(b)	the operating agreement; or

(c)	a private agreement.

(2)

In the absence of a provision described in Subsection (1), a professional services company shall purchase the interest of a member who is deceased, incapacitated, or no longer qualified to own an interest in the professional services company within 90 days after the day on which the professional services company is notified of the death, incapacity, or disqualification.

(3)	If a professional services company purchases a member’s interest under Subsection (2), the professional services company shall purchase the interest at a price that is the reasonable fair market value as of the date of death, incapacity, or disqualification.

(4)

If a professional services company fails to purchase a member’s interest as required by Subsection (2) at the end of the 90-day period described in Subsection (2), one of the following may bring an action in the district court of the county in which the principal office or place of practice of the professional services company is located to enforce Subsection (2):

(a)	the personal representative of a deceased member;

(b)	the guardian or conservator of an incapacitated member; or

(c)	the disqualified member.

(5)

A court in which an action is brought under Subsection (4) may:

(a)	award the person bringing the action the reasonable fair market value of the interest; or

(b)	within its jurisdiction, order the liquidation of the professional services company.

(6)	If a person described in Subsections (4)(a) through (c) is successful in an action under Subsection (4), the court shall award the person reasonable attorney’s fees and costs.

Enacted by Chapter 412, 2013 General Session

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