Utah § 48-3a-1405 Application to existing relationships.

Utah Statutes

§ 48-3a-1405 — Application to existing relationships.

Utah § 48-3a-1405

Title 48Unincorporated Business Entity Act

Ch. 48-3aUtah Revised Uniform Limited Liability Company Act

Part 48-3a-14Miscellaneous Provisions

This text of Utah § 48-3a-1405 (Application to existing relationships.) is published on Counsel Stack Legal Research, covering Utah primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Utah Code Ann. § 48-3a-1405 (2026).

Text

(1)Before January 1, 2016, this chapter governs only:

(1)(a) a limited liability company formed on or after January 1, 2014; and

(1)(b) except as otherwise provided in Subsection (3), a limited liability company formed before January 1, 2014, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.

(2)Except as otherwise provided in Subsection (3), on and after January 1, 2016, this chapter governs all limited liability companies.

(3)For the purposes of applying this chapter to a limited liability company formed before January 1, 2014:

(3)(a) the limited liability company's articles of organization are deemed to be the limited liability company's certificate of organization;

(3)(b) for the purposes of

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(1) Before January 1, 2016, this chapter governs only:
(1)(a) a limited liability company formed on or after January 1, 2014; and
(1)(b) except as otherwise provided in Subsection (3), a limited liability company formed before January 1, 2014, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
(2) Except as otherwise provided in Subsection (3), on and after January 1, 2016, this chapter governs all limited liability companies.
(3) For the purposes of applying this chapter to a limited liability company formed before January 1, 2014:
(3)(a) the limited liability company's articles of organization are deemed to be the limited liability company's certificate of organization;
(3)(b) for the purposes of applying Subsection 48-3a-102(15) and subject to Subsection 48-3a-114(4), language in the limited liability company's articles of organization designating the limited liability company's management structure operates as if that language were in the operating agreement; and
(3)(c) (3)(c)(i) the limited liability company has perpetual duration unless otherwise stated in the limited liability company's articles of organization; and
(3)(c)(ii) after the limited liability company's duration ends in accordance with the articles of organization, the limited liability company is dissolved, and its activities and affairs must be wound up.