When Does New LLC Act Take Effect?

Note: All articles on Utah’s New LLC Act are in the process of being updated to conform to the changes made before it was enacted in 2014. Please check back to see the revised articles.

Utah’s new ‘uniform’ LLC Act takes effect July 1, 2012 for Utah LLCs formed on or after that date.  [§48-3-1405(1)(a)]

For an existing Utah LLC, the New LLC Act takes effect January 1, 2014.  Yet, the Existing LLC Act was totally repealed effective July 1, 2012 [see effective date of SB 131 as enacted].  That leaves a gap of 18 months when there is no Utah LLC Act that applies to Utah LLCs formed before July 1, 2012!

But, a Utah LLC formed before July 1, 2012 may elect to be governed by the New LLC Act before January 1, 2014 by amending its operating agreement to that effect.  [§48-3-1405(1)(b)]   That is a permissive, not mandatory, election.  Since the New LLC Act allows operating agreements to be oral, implied or written, or any combination thereof, how will anyone besides the LLC members know if an existing LLC has made such election?  [See section on “Oral and Implied Operating Agreements Allowed”]

When applying the New LLC Act to a Utah LLC formed before July 1, 2012, that existing LLC’s articles of organization are deemed to be its ‘certificate of organization’ [new term], language in that existing LLC’s articles of organization designating its management structure operates as if such language were in its operating agreement, and the duration of that LLC is deemed to be perpetual unless otherwise stated in its articles of organization.  [§48-3-1405(3)]

From and after January 1, 2014, the New LLC Act will be the only Utah LLC statute for all Utah LLCs.  [§48-3-1405(2)]