DEFINITIONAL PROVISIONS OF THE NEW UTAH REVISED UNIFORM LIMITED LIABILITY COMPANY ACT (Utah Code Ann. 48-3a-101 through 48-3a-1405)

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1 THE MATERIALS CONTAINED HEREIN SHOULD NOT BE CONSTRUED TO BE THE ACTION OR OPINION OF THE UTAH STATE BAR AND SHOULD NOT BE USED AS A SUBSTITUTE FOR INDIVIDUAL REVIEW AND ANALYSIS OF THE APPLICABLE CODE SECTIONS AS SET FORTH IN THE UTAH CODE ANNOTATED. THESE MATERIALS DO NOT REPRESENT TAX, ACCOUNTING OR LEGAL ADVICE AND USERS ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE FROM THEIR OWN LEGAL COUNSEL. THESE MATERIALS ARE INTENDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. USERS ARE ADVISED TO USE AND REFER TO UTAH CODE ANN 48-3A-101 ET. AL. AND OTHER APPLICABLE SECTIONS OF THE UTAH CODE IN ALL INSTANCES RELATING TO UTAH LIMITED LIABILITY COMPANIES. SUBJECT TO UPDATES AND CORRECTIONS. DEFINITIONAL PROVISIONS OF THE NEW UTAH REVISED UNIFORM LIMITED LIABILITY COMPANY ACT (Utah Code Ann. 48-3a-101 through 48-3a-1405) This table contains a list of all definitional provisions contained in the New Utah Revised Uniform Limited Liability Company Act (effective 01/01/2014). Definitional provisions are those that define terms used in the Act. Please note that: 1) Quotations of provisions of the Act are within quotation marks, while paraphrases of provisions are within brackets. 2) In direct quotations, the phrases limited liability company and a limited liability company have been changed to LLC and an LLC, respectively. Also, the terms Section and Subsection have been replaced with when the section referred to is unambiguous. 3) The master list of provisions is contained in Word Document MASTER TABLE OF CATEGORIZATION of New Utah LLC Act Provisions and Excel Document Categorization of New LLC Act. The master lists contain all definitional, mandatory, default, self-enabling permissive, and non-self-enabling permissive provisions. The Excel Master Table also contains a list of all Housekeeping provisions, or those provisions which detail various filing requirements, cannons of construction, etc. 4) Lists of the other sub-categories of provisions are contained in the following documents: a. Mandatory provisions: Word Document New Utah LLC Act MANDATORY Provisions. b. Default provisions: Word Document New Utah LLC Act DEFAULT Provisions. * Special thanks to Nettie Downs, Univ. of Pennsylvania, J.D. candidate 2014, and Kenneth C. Ashton, partner in the Business & Finance Group at Snell & Wilmer L.L.P. The views expressed herein are the authors and do not represent the views of Snell & Wilmer L.L.P. or its partners.

2 c. Self-enabling permissive provisions: Word Document New Utah LLC Act SELF- ENABLING Provisions. d. Non-self-enabling permissive provisions: Word Document New Utah LLC Act NON- SELF-ENABLING Provisions.

3 1 48-3a-102(1) "Certificate of organization" definition. "'Certificate of organization' means the certificate required by 48-3a The term includes the certificate as amended or restated." a-102(2) "Contribution" definition. "'Contribution,' except in the phrase 'right of contribution,' means property or a benefit described in 48-3a-402, which is provided by a person to an LLC to become a member or in the person's capacity as a member." a-102(3) "Debtor in bankruptcy" definition. "'Debtor in bankruptcy' means a person that is the subject of: (a) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or (b) a comparable order under federal, state, or foreign law governing insolvency." a-102(4) "Distribution" definition. "'Distribution' means a transfer of money or other property from an LLC to a person on account of a transferable interest or in the person's capacity as a member. The term: (a) includes: (i) a redemption by an LLC of a transferable interest; and (ii) a transfer to a member in return for the member's relinquishment of any right to participate as a member...or to have access to records or other information...; and (b) does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other benefits program." a-102(5) "Division" definition. "'Division' means the Division of Corporations and Commercial Code." a-102(6) "Foreign limited liability company" definition. "'Foreign limited liability company' means an unincorporated entity formed under the law of a jurisdiction other than this state, which would be an LLC, including a low-profit LLC, if formed under the law of this state." a-102(7) "Governing person" definition. ["Governing person" means a person by or under whose authority the powers of the LLC are exercised and under whose direction the activities and affairs of the LLC are managed, including (a) a manager, (b) a member of a member-managed LLC, and (c) the chief executive officer of an LLC, regardless of the actual designated title.] a-102(8) "Jurisdiction" definition. "'Jurisdiction,' used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country." a-102(9) "Jurisdiction of formation" definition. "'Jurisdiction of formation' means, with respect to an entity, the

4 jurisdiction: (a) under whose law the entity is formed; or (b) in the case of an LLC partnership..., in which the partnership's statement of qualification is filed." a-102(10) "Limited liability company" definition. "'Limited liability company,' except in the phrase 'foreign limited liability company,' means an entity formed under this chapter or which becomes subject to this chapter under Part 10 or 48-3a-1405." a-102(11) "Low-profit limited liability company" definition. "'Low-profit limited liability company' means an LLC meeting the requirements of Part 13, Low-Profit Limited Liability Companies." a-102(12) "Manager" definition. "'Manager' means a person that under the operating agreement of a manager- managed LLC is responsible, alone or in concert with others, for performing the management functions stated in 48-3a- 407(3)." a-102(13) "Manager-managed limited liability company" definition. "'Manager-managed limited liability company' means an LLC that qualifies under 48-3a- 407(1)." a-102(14) "Member" definition. "'Member' means a person that: (a) has become a member of an LLC under 48-3a-401 or was a member in a company when the company became subject to this chapter under 48-3a-1405; and (b) has not dissociated under 48-3a-602." a-102(15) "Member-managed limited liability company" definition. "'Member-managed limited liability company' means an LLC that is not a manager-managed LLC." a-102(16) "Operating agreement" definition. "'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 an LLC, including a sole member, concerning the matters described in 48-3a-112(1). The term includes the agreement as amended or restated." a-102(17) "Organizer" definition. "'Organizer' means a person that acts under 48-3a-201 to form an LLC." a-102(18) "Person" definition. "'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." a-102(19) "Principal office" definition. "'Principal office' means the principal executive office of an LLC..., whether or

5 not the office is located in this state." a-102(20) "Professional services company" definition. "'Professional services company' means an LLC organized in accordance with Part 11, Professional Services Companies." a-102(21) "Property" definition. "'Property' means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein." a-102(22) "Record" definition. "'Record,' used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form." a-102(23) "Registered agent" definition. "'Registered agent' means an agent of an LLC which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the company." a-102(24) "Registered foreign limited liability company" definition. "'Registered foreign limited liability company' means a foreign LLC that is registered to do business in this state pursuant to a statement of registration filed by the division." a-102(25) "Series" definition. "'Series' means a series created in accordance with Part 12, Series Limited Liability Companies." a-102(26) "Sign" definition. "'Sign' means, with present intent to authenticate or adopt a record: (a) to execute or adopt a tangible symbol; or (b) to attach to or logically associate with the record an electronic symbol, sound, or process." a-102(27) "State" definition. "'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." a-102(28) "Transfer" definition. ["Transfer" includes: an assignment, conveyance, sale, lease, encumbrance, gift and a transfer by operation of law.] a-102(29) "Transferable interest" definition. "'Transferable interest' means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from an LLC in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right. The term applies to any fraction of the interest by whomever owned." a-102(30) "Transferee" definition. "'Transferee' means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member. The term includes a person that owns a transferable interest under 48-3a-603(1)(c)."

6 a-102(31) "Tribal limited liability company" definition. "'Tribal limited liability company' means an LLC that is: (a) formed under the law of a tribe; and (b) at least 51% owned or controlled by the tribe under whose law the LLC is formed." a-102(32) "Tribe" definition. "'Tribe' means a tribe, band, nation, pueblo, or other organized group...of Indians...that is legally recognized as eligible for and is consistent with a special program, service, or entitlement provided by the United States to Indians because of their status as Indians." a-1001(1) "Acquired entity" definition. "'Acquired entity' means the entity, all of one or more classes or series of interests which are acquired in an interest exchange." a-1001(2) "Acquiring entity" definition. "'Acquiring entity' means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange." a-1001(3) "Conversion" definition. "'Conversion' means a transaction authorized by 48-3a-1041 through 48-3a " a-1001(4) "Converted entity" definition. "'Converted entity' means the converting entity as it continues in existence after a conversion." a-1001(5) "Converting entity" definition. "'Converting entity' means the domestic entity that approves a plan of conversion or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of formation." a-1001(6) "Distributional interest" definition. "'Distributional interest' means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity." a-1001(7) "Domestic" definition. "'Domestic,' with respect to an entity, means governed as to its internal affairs by the law of this state." a-1001(8) "Domesticated limited liability company" definition. "'Domesticated limited liability company' means the domesticating LLC as it continues in existence after a domestication." a-1001(9) "Domesticating limited liability company" definition. "'Domesticating limited liability company' means the domestic LLC that approves a plan of domestication pursuant to 48-3a-1053 or the foreign LLC that approves a domestication pursuant to the law of its jurisdiction of formation." a- 1001(10) "Domestication" definition. "'Domestication' means a transaction authorized by 48-3a-1051 through 48-3a "

7 a- 1001(11) "Entity" definition. ["Entity" (a) means: a corporation; partnership; LLC; association; some trusts; or any person that has a separate legal existence or has the power to acquire an interest in real property; and (b) does not include: an individual; a trust with a predominantly donative purpose or a charitable trust; an association or relationship that is not a partnership solely by reason of 48-1d-202(3); a decedent's estate; or a governmental a- 1001(12) a- 1001(13) a- 1001(14) a- 1001(15) a- 1001(16) a- 1001(17) a- 1001(18) a- 1001(19) a- 1001(20) a- 1001(21) entity.] "Filing entity" definition. "'Filing entity' means an entity whose formation requires the filing of a public organic record." "Foreign" definition. "'Foreign,' with respect to an entity, means an entity governed as to its internal affairs by the law of a jurisdiction other than this state." "Governance interest" definition. ["Governance interest" means a right under the organic law or rules of an unincorporated entity to: (a) receive access to information; (b) vote or consent to the election of the governors; or (c) receive notice of or vote on or consent to an issue involving the internal affairs.] "Governor" definition. ["Governor" means: a director of a corporation, a general partner, a manager, a member of a member-managed LLC, a trustee and "any other person under whose authority the powers of an entity are exercised."] "Interest" definition. ["Interest" means: a share, membership, partnership interest, membership interest, beneficial interest or governance interest in a list of enumerated entities.] "Interest exchange" definition. "'Interest exchange' means a transaction authorized by 48-3a-1031 through 48-3a-1036." "Interest holder" definition. ["Interest holder" means: a shareholder, member, general partner, limited partner, or beneficiary or beneficial owner of a list of enumerated entities, or "any other direct holder of an interest."] "Interest holder liability" definition. "'Interest holder liability' means: (a) personal liability for a liability of an entity which is imposed on a person [(i) solely by reason of that person's status as an interest holder; or (ii) by the organic rules of the entity which make that person liable for all or specified liabilities of the entity]; or (b) an obligation of an interest holder under the organic rules of an entity to contribute to the entity." "Merger" definition. "'Merger' means a transaction authorized by 48-3a-1021 through 48-3a-1026." "Merging entity" definition. "'Merging entity' means an entity that is a party to a merger and exists

8 immediately before the merger becomes effective." a- 1001(22) "Organic law" definition. "'Organic law' means the law of an entity's jurisdiction of formation governing the a- 1001(23) a- 1001(24) a- 1001(25) a- 1001(26) a- 1001(27) a- 1001(28) a- 1001(29) a- 1001(30) a- 1001(31) a- 1001(32) a- 1001(33) a- 1001(34) internal affairs of the entity." "Organic rules" definition. "'Organic rules' means the public organic record and private organic rules of an entity." "Plan" definition. "'Plan' means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication." "Plan of conversion" definition. "'Plan of conversion' means a plan under 48-3a-1042." "Plan of domestication" definition. "'Plan of domestication' means a plan under 48-3a-1052." "Plan of interest exchange" definition. "'Plan of interest exchange' means a plan under 48-3a-1032." "Plan of merger" definition. "'Plan of merger' means a plan under 48-3a-1022." "Private organic rules" definition. "'Private organic rules' means the rules that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes: [bylaws, partnership agreements, operating agreements, governing principles, a trust instrument or similar rules of various enumerated entities]." "Protected agreement" definition. "'Protected agreement' means: (a) a record evidencing indebtedness and any related agreement in effect on January 1, 2014; (b) an agreement that is binding on an entity on January 1, 2014; (c) the organic rules of an entity in effect on January 1, 2014; or (d) an agreement that is binding on any of the governors or interest holders of an entity on January 1, 2014." "Public organic record" definition. "'Public organic record' means the record the filing of which by the division is required to form an entity and any amendment to or restatement of that record. The term includes: [the articles of incorporation, certificate of limited partnership, certificate of organization, articles of organization and certificate of trust of various enumerated entities]." "Registered foreign entity" definition. "'Registered foreign entity' means a foreign entity that is registered to do business in this state pursuant to a record filed by the division." "Statement of conversion" definition. "'Statement of conversion' means a statement under 48-3a-1045." "Statement of domestication" definition. "'Statement of domestication' means a statement under 48-3a-1055."

9 a- 1001(35) "Statement of interest exchange" definition. "'Statement of interest exchange' means a statement under 48-3a-1035." a- "Statement of merger" definition. "'Statement of 1001(36) a- 1001(37) a- 1001(38) merger' means a statement under 48-3a-1025." "Surviving entity" definition. "'Surviving entity' means the entity that continues in existence after or is created by a merger." "Type of entity" definition. "'Type of entity' means a generic form of entity: (a) recognized at common law; or (b) formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity." a-1101(1) "Professional services" definition. ["Professional services" means a personal service provided by one or more of the enumerated licensed professionals (i.e. public accountant, architect, attorney, etc.).] a-1101(2) "Regulating board" definition. "'Regulating board' means the entity organized pursuant to state law that licenses and regulates the practice of the profession that an LLC is organized to provide."