Terms Used In Utah Code > Title 48 > Chapter 3a > Part 12 - Series Limited Liability Companies

• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Certificate of organization: means the certificate required by Section 48-3a-201. See Utah Code 48-3a-102
• Contract: A legal written agreement that becomes binding when signed.
• Distribution: means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. See Utah Code 48-3a-102
• Division: means the Division of Corporations and Commercial Code. See Utah Code 48-3a-102
• 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
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Subsection 48-3a-407(3). 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 Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period. 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 Professional services company: means a limited liability company organized in accordance with 11. See Utah Code 48-3a-102 Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. 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 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 Transferable interest: means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. See Utah Code 48-3a-102 Transferee: means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. See Utah Code 48-3a-102 Trustee: A person or institution holding and administering property in trust.