2011 Utah Code
Title 48 Partnership
Chapter 3 Utah Revised Uniform Limited Liability Company Act
Section 808 (Effective 07/01/12) Effect of failure to have certificate of authority.

48-3-808 (Effective 07/01/12). Effect of failure to have certificate of authority.
(1) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
(2) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the limited liability company or prevent the limited liability company from defending an action or proceeding in this state.
(3) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the limited liability company solely because the limited liability company transacted business in this state without a certificate of authority.
(4) If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, service of process for rights of action arising out of the transaction of business in this state shall be served in accordance with Section 16-17-301.

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