Superseded 7/1/2024)

48-3a-701.  Events causing dissolution.
     A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

(1)  an event or circumstance that the operating agreement states causes dissolution;

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Terms Used In Utah Code 48-3a-701

(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
    • (2)  the consent of all the members;

    (3)  the passage of 90 consecutive days during which the limited liability company has no members unless:

    (a)  consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and

    (b)  at least one person becomes a member in accordance with the consent;

    (4)  on application by a member, the entry by the district court of an order dissolving the limited liability company on the grounds that:

    (a)  the conduct of all or substantially all of the limited liability company’s activities and affairs is unlawful; or

    (b)  it is not reasonably practicable to carry on the limited liability company’s activities and affairs in conformity with the certificate of organization and the operating agreement;

    (5)  on application by a member, the entry by the district court of an order dissolving the limited liability company on the grounds that the managers or those members in control of the limited liability company:

    (a)  have acted, are acting, or will act in a manner that is illegal or fraudulent; or

    (b)  have acted, are acting, or will act in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or

    (6)  the signing and filing of a statement of administrative dissolution by the division under Subsection 48-3a-708(3).

    Enacted by Chapter 412, 2013 General Session

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