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Utah Code Title 48. Partnership--Unincorporated Business Entities § 48-3a-701. Events causing dissolution

Current as of January 01, 2025 | Updated by Findlaw Staff

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, circumstance, or date that the certificate of organization or operating agreement states causes dissolution;

(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) upon a petition brought by a member, the entry of a court 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) upon a petition brought by a member, the entry of a court 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).

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Cite this article: FindLaw.com - Utah Code Title 48. Partnership--Unincorporated Business Entities § 48-3a-701. Events causing dissolution - last updated January 01, 2025 | https://codes.findlaw.com/ut/title-48-partnership-unincorporated-business-entities/ut-code-sect-48-3a-701/

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