16-20-109. Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company.
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Effective 10/1/2026
16-20-109. Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company.
(a)An operating agreement may specify that the operating agreement's amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition.
(b)An amendment is ineffective if the amendment's adoption does not include the required approval or satisfy the specified condition.
(a)The obligations of a limited liability company and the limited liability company's members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement.
(b)Subject only to a court order issued under Subsection 16-20-503(2)(b) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
(i)is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and
(ii)is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
(3)If a record delivered by a limited liability company to the division for filing becomes effective and contains a provision that would be ineffective under Section 16-20-107 if contained in the operating agreement, the provision is ineffective in the record.
(4)Subject to Subsection
(3), if a record delivered by a limited liability company to the division for filing becomes effective and conflicts with a provision of the operating agreement:
(a)the operating agreement prevails as to members, persons dissociated as members, transferees, and managers; and
(b)the record prevails as to other persons to the extent the persons reasonably rely on the record.
Renumbered and Amended by Chapter 93 , 2026 General Session