(1)  One or more persons may act as organizers to form a limited liability company by delivering to the division for filing a certificate of organization.

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Terms Used In Utah Code 48-3a-201

  • 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.
  • Low-profit limited liability company: means a limited liability company meeting the requirements of 13. 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
  • 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 company: means a limited liability company organized in accordance with 11. See Utah Code 48-3a-102
  • Series: means a series created in accordance with 12. See Utah Code 48-3a-102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Utah Code 48-3a-102
    • (2)  A certificate of organization must state:

    (a)  the name of the limited liability company, which must comply with Section 48-3a-108;

    (b)  the street and mailing address of the limited liability company’s principal office;

    (c)  the information required by Subsection 16-17-203(1);

    (d)  if the limited liability company is a low-profit limited liability company, a statement that the limited liability company is a low-profit limited liability company;

    (e)  if the limited liability company is a professional services company, the information required by Section 48-3a-1103; and

    (f)  if the limited liability company is to have one or more series in which the liabilities of the series are to be limited as contemplated by Subsection 48-3a-1201(2), notice of the limitation on liability in accordance with Section 48-3a-1202.

    (3)  A certificate of organization may contain statements as to matters other than those required by Subsection (2), but may not vary or otherwise affect the provisions specified in Subsection 48-3a-112(3) in a manner inconsistent with that section. However, a statement in a certificate of organization is not effective as a statement of authority.

    (4)  A limited liability company is formed when the limited liability company’s certificate of organization becomes effective and at least one person becomes a member.

    Enacted by Chapter 412, 2013 General Session

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