2011 Utah Code
Title 48 Partnership
Chapter 3 Utah Revised Uniform Limited Liability Company Act
Section 703 (Effective 07/01/12) Winding up.

48-3-703 (Effective 07/01/12). Winding up.
(1) A dissolved limited liability company shall wind up its activities, and the limited liability company continues after dissolution only for the purpose of winding up.
(2) In winding up its activities, a limited liability company:
(a) shall discharge the limited liability company's debts, obligations, or other liabilities, settle and close the limited liability company's activities, and marshal and distribute the assets of the limited liability company; and
(b) may:
(i) deliver to the division for filing a statement of dissolution stating the name of the limited liability company and that the limited liability company is dissolved;
(ii) preserve the limited liability company activities and property as a going concern for a reasonable time;
(iii) prosecute and defend actions and proceedings, whether civil, criminal, or administrative;
(iv) transfer the limited liability company's property;
(v) settle disputes by mediation or arbitration;
(vi) deliver to the division for filing a statement of termination stating the name of the limited liability company and that the limited liability company is terminated; and
(vii) perform other acts necessary or appropriate to the winding up.
(3) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the limited liability company. If the person does so, the person has the powers of a sole manager under Subsection 48-3-407(3) and is deemed to be a manager for the purposes of Subsection 48-3-304(1)(b).
(4) If the legal representative under Subsection (3) declines or fails to wind up the limited liability company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this Subsection (4):
(a) has the powers of a sole manager under Subsection 48-3-407(3) and is deemed to be a manager for the purposes of Subsection 48-3-304(1)(b); and
(b) shall promptly deliver to the division for filing an amendment to the limited liability company's certificate of organization to:
(i) state that the limited liability company has no members;
(ii) state that the person has been appointed pursuant to this Subsection (4) to wind up the limited liability company; and
(c) provide the street and mailing addresses of the person.
(5) A district court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities:
(a) on application of a member, if the applicant establishes good cause;
(b) on the application of a transferee, if:
(i) the limited liability company does not have any members;
(ii) the legal representative of the last person to have been a member declines or fails to wind up the limited liability company's activities; and
(iii) within a reasonable time following the dissolution a person has not been appointed pursuant to Subsection (4); or

(c) in connection with a proceeding under Subsection 48-3-701(4) or (5).