State Codes and Statutes
Statutes > Utah > Title-48 > Chapter-02c > 48-2c-70848-2c-708. Cessation of membership.
(1) A person who is a member of a company ceases to be a member of the company andthe person or the person's successor in interest attains the status of an assignee as set forth inSection 48-2c-1102, upon the occurrence of one or more of the following events:
(a) the death of the member, except that the member's personal representative, executor,or administrator may exercise all of the member's rights for the purpose of settling the member'sestate, including any power of an assignee and any power the member had under the articles oforganization or operating agreement;
(b) the incapacity of the member, as defined in Subsection 75-1-201(22), except that themember's guardian or conservator or other legal representative may exercise all of the member'srights for the purpose of administering the member's property, including any power of an assigneeand any power the member had under the articles of organization or operating agreement;
(c) the member withdraws by voluntary act from the company as provided in Section48-2c-709;
(d) upon the assignment of the member's entire interest in the company;
(e) the member is expelled as a member pursuant to Section 48-2c-710; or
(f) unless otherwise provided in the operating agreement, or with the written consent ofall other members:
(i) at the time the member:
(A) makes a general assignment for the benefit of creditors;
(B) files a voluntary petition in bankruptcy;
(C) becomes the subject of an order for relief in bankruptcy proceedings;
(D) files a petition or answer seeking for the member any reorganization, arrangement,composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, orregulation;
(E) files an answer or other pleading admitting or failing to contest the materialallegations of a petition filed against the member in any proceeding of the nature described inSubsections (1)(f)(i)(A) through (D); or
(F) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, orliquidator of the member or of all or any substantial part of the member's properties;
(ii) 120 days after the commencement of any proceeding against the member seekingreorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar reliefunder any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 daysafter the appointment without his or her consent or acquiescence of a trustee, receiver, orliquidator of the member or of all or any substantial part of the member's properties, theappointment is not vacated or stayed, or within 90 days after the expiration of any stay, theappointment is not vacated;
(iii) in the case of a member that is another limited liability company, the filing of articlesof dissolution or the equivalent for that company or the judicial dissolution of that company or theadministrative dissolution of that company and the lapse of any period allowed for reinstatement;
(iv) in the case of a member that is a corporation, the filing of articles of dissolution orthe equivalent for the corporation or the administrative dissolution of the corporation and the lapseof any period allowed for reinstatement; or
(v) in the case of a member that is a limited partnership, the dissolution andcommencement of winding up of the limited partnership.
(2) The articles of organization or operating agreement may provide for other events theoccurrence of which result in a person's ceasing to be a member of the company.
Enacted by Chapter 260, 2001 General Session
