2011 Utah Code
Title 48 Partnership
Chapter 3 Utah Revised Uniform Limited Liability Company Act
Section 102 (Effective 07/01/12) Definitions.

48-3-102 (Effective 07/01/12). Definitions.
As used in this chapter:
(1) (a) "Certificate of organization" means the certificate required by Section 48-3-201.
(b) "Certificate of organization" includes the certificate as amended or restated.
(2) "Contribution" means any benefit provided by a person to a limited liability company:
(a) in order to become a member upon formation of the limited liability company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the limited liability company;
(b) in order to become a member after formation of the limited liability company and in accordance with an agreement between the person and the limited liability company; or
(c) in the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the limited liability company.
(3) "Debtor in bankruptcy" means a person that is the subject of:
(a) an order for relief under United States Code, Title 11, or a successor statute of general application; or
(b) a comparable order under federal, state, or foreign law governing insolvency.
(4) "Distribution," except as otherwise provided in Subsection 48-3-405(7), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest.
(5) "Effective," with respect to a record required or permitted to be delivered to the division for filing under this chapter, means effective under Subsection 48-3-205(3).
(6) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company, including a low-profit limited liability company.
(7) "Limited liability company," except in the phrase "foreign limited liability company," means an entity formed under this chapter, including a low-profit limited liability company formed under this chapter.
(8) "Low-profit limited liability company" means a limited liability company meeting the requirements of Part 13, Low-profit Limited Liability Companies.
(9) "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in Subsection 48-3-407(3).
(10) "Manager-managed limited liability company" means a limited liability company that qualifies under Subsection 48-3-407(1).
(11) "Member" means a person that has become a member of a limited liability company under Section 48-3-401 and has not dissociated under Section 48-3-602.
(12) "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company.
(13) (a) "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in Subsection 48-3-110(1).
(b) "Operating agreement" includes the agreement as amended or restated.
(14) "Organizer" means a person that acts under Section 48-3-201 to form a limited liability company.

(15) "Person" means:
(a) an individual;
(b) a corporation;
(c) a business trust;
(d) an estate;
(e) a trust;
(f) a partnership;
(g) a limited liability company;
(h) an association;
(i) a joint venture;
(j) a public corporation;
(k) government;
(l) a governmental subdivision, agency, or instrumentality; or
(m) any other legal or commercial entity.
(16) "Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state.
(17) "Professional services company" means a limited liability company meeting the requirements of Part 11, Professional Services Companies.
(18) "Record" 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.
(19) "Series" means a series created in accordance with Part 12, Series Limited Liability Companies.
(20) "Sign" means, with the 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.
(21) "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.
(22) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.
(23) "Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right.
(24) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member.
(25) "Tribal limited liability company" means a limited liability company:
(a) formed under the law of a tribe; and
(b) that is at least 51% owned or controlled by the tribe.
(26) "Tribe" means a tribe, band, nation, pueblo, or other organized group or community of Indians, including an Alaska Native village, 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.