Renumbered 10/1/2026

305 words·~1 min read·/ut/title-48/chapter-3a/10-110

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

Effective 7/1/2024

48-3a-701. Events causing dissolution.

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).

Renumbered and Amended by Chapter 93 , 2026 General Session

Amended by Chapter 165 , 2024 General Session