2011 Utah Code
Title 48 Partnership
Chapter 3 Utah Revised Uniform Limited Liability Company Act
Section 201 (Effective 07/01/12) Formation of limited liability company -- Certificate of organization.

48-3-201 (Effective 07/01/12). Formation of limited liability company -- Certificate of organization.
(1) One or more persons may act as organizers to form a limited liability company by signing and delivering to the division for filing a certificate of organization.
(2) A certificate of organization must state:
(a) the name of the limited liability company, which must comply with Section 48-3-108;
(b) the information required by Subsection 16-17-203(1); and
(c) (i) if the limited liability company is a low-profit limited liability company, that the limited liability company is a low-profit limited liability company; and
(ii) if the limited liability company is a professional services company, the information required by Section 48-3-1103.
(3) (a) Subject to Subsection 48-3-112(3), a certificate of organization may also contain statements as to matters other than those required by Subsection (2). However, a statement in a certificate of organization is not effective as a statement of authority.
(b) A certificate of organization may also contain a notice of a series in accordance with Section 48-3-1203.
(4) (a) A limited liability company is formed when the division has filed the certificate of organization, unless the certificate states a delayed effective date pursuant to Subsection 48-3-205(3).
(b) If the certificate states a delayed effective date, a limited liability company is not formed if, before the certificate takes effect, a statement of cancellation is signed and delivered to the division for filing and the division files the certificate.
(c) Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the certificate of organization by the division is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.

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