§ 48-3a-602 — Events causing dissociation.

Utah § 48-3a-602

• Jurisdiction: Utah
• Title 48: Unincorporated Business Entity Act
• Ch. 48-3a: Utah Revised Uniform Limited Liability Company Act
• Part 48-3a-6: Dissociation

Text

A person is dissociated as a member when:
(1) the limited liability company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the limited liability company had notice, on that later date;
(2) an event stated in the operating agreement as causing the person's dissociation occurs;
(3) the person's entire interest is transferred in a foreclosure sale under Subsection 48-3a-503(6);
(4) the person is expelled as a member pursuant to the operating agreement;
(5) the person is expelled as a member by the unanimous consent of the other members if:

(5)(a) it is unlawful to carry on the limited liability company's activities and affairs with the person as a member;
(5)(b) there has been a transfer of all the person's transferable interest in the limited liability company, other than:
(5)(b)(i) a transfer for security purposes; or
(5)(b)(ii) a charging order in effect under Section 48-3a-503 which has not been foreclosed;
(5)(c) the person is a corporation, and:
(5)(c)(i) the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation; and
(5)(c)(ii) not later than 90 days after the notification the statement of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated; or
(5)(d) the person is an unincorporated entity that has been dissolved and whose business is being wound up;
(6) on application by the limited liability company or a member in a direct action under Section 48-3a-801, the person is expelled as a member by judicial order because the person:

(6)(a) has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the limited liability company's activities and affairs;
(6)(b) has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under Section 48-3a-409; or
(6)(c) has engaged or is engaging in conduct relating to the limited liability company's activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member;
(7) in the case of an individual:

(7)(a) the individual dies; or
(7)(b) in a member-managed limited liability company:
(7)(b)(i) a guardian or general conservator for the individual is appointed; or
(7)(b)(ii) a court orders that the individual has otherwise become incapable of performing the individual's duties as a member under this chapter or the operating agreement;
(8) in a member-managed limited liability company, the person:

(8)(a) becomes a debtor in bankruptcy;
(8)(b) executes an assignment for the benefit of creditors; or
(8)(c) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all the person's property;
(9) in the case of a person that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of such a trust, the trust's entire transferable interest in the limited liability company is distributed;
(10) in the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the limited liability company is distributed, but not merely by reason of substitution of a successor personal representative;
(11) in the case of a person that is not an individual, corporation, unincorporated entity, trust, or estate, the existence of the person terminates;
(12) the limited liability company participates in a merger under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and:

(12)(a) the limited liability company is not the surviving entity; or
(12)(b) otherwise as a result of the merger, the person ceases to be a member;
(13) the limited liability company participates in an interest exchange under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the interest exchange, the person ceases to be a member;
(14) the limited liability company participates in a conversion under Part 10, Merger, Interest Exchange, Conversion, and Domestication;
(15) the limited liability company participates in a domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, and, as a result of the domestication, the person ceases to be a member; or
(16) the limited liability company dissolves and completes winding up.

Legislative History

Enacted by Chapter 412, 2013 General Session