2011 Utah Code
Title 48 Partnership
Chapter 3 Utah Revised Uniform Limited Liability Company Act
Section 1202 (Effective 07/01/12) Series of transferable interests.

48-3-1202 (Effective 07/01/12). Series of transferable interests.
(1) (a) An operating agreement may establish or provide for the establishment of a designated series of transferable interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and, to the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective. The name of each series must contain the name of the limited liability company and be distinguishable from the name of any other series set forth in the certificate of organization.
(b) An operating agreement shall identify a separate right, power, or duty of a series described in Subsection (1)(a).
(c) Notwithstanding the other provisions of this part, on and after January 1, 2014:
(i) a professional services company may not designate series of transferable interests; and
(ii) a limited liability company may not form a professional services company as a series of the limited liability company.
(2) A series may have a business purpose or investment objective different from the limited liability company.
(3) Notwithstanding contrary provisions of this chapter, a series' debts, liabilities, obligations, and expenses are enforceable against the assets of that series only and may not be enforced against the assets of the limited liability company generally or another series if:
(a) the operating agreement provides for separate treatment of the series;
(b) separate and distinct records are maintained concerning the series;
(c) the assets associated with the series are held and accounted for separately from the other assets of the limited liability company and any other series; and
(d) notice of the limitation on liability of a series is included in the limited liability company's certificate of organization in accordance with Section 48-3-1203.
(4) A debt, liability, obligation, or expense incurred, contracted for, or otherwise existing with respect to the limited liability company generally or another series may not be enforced against the assets of a series if:
(a) the operating agreement provides for separate treatment of the series;
(b) separate and distinct records are maintained concerning the series;
(c) the assets associated with the series are held and accounted for separately from the other assets of the limited liability company and any other series; and
(d) notice of the limitation on liability of a series is included in the limited liability company's certificate of organization in accordance with Section 48-3-1203.
(5) A series may contract on its own behalf and in its own name, including through a manager.
(6) Notwithstanding other provisions of this section:
(a) property and assets of a series may not be transferred to the limited liability company generally or another series if the transfer impairs the ability of the series releasing the property or assets to pay its debts existing at the time of the transfer unless fair value is given to the transferring series for the property or assets transferred; and
(b) a tax or other liability of the limited liability company generally or of a series may not be assigned by the series against which the tax or other liability is imposed to the limited liability company generally or to another series within the limited liability company if the assignment impairs a creditor's right and ability to fully collect an amount due when owed.