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 adopted a new ‘uniform’ LLC act to be effective July 1, 2012. [Read the full text of the New LLC Act at the Utah Legislature’s website.] That act is part of a new law — SB 131 — adopted by the Utah Legislature in its 2011 General Session. The formal name of the new LLC act is the Utah Revised Uniform Limited Liability Company Act [New LLC Act]. The New LLC Act is found in the Utah Code at §48-3-101 et seq.
In adopting the New LLC Act, SB 131 repealed all of the existing Utah LLC statute (UCA §48-2c-101 et seq.)[Existing LLC Act] as of July 1, 2012 without replacing several key provisions and, at the same time, leaving then-existing Utah LLCs without any LLC enabling statute for 18 months (until January 1, 2014). [See “When Does New LLC Act Take Effect?” and “How Could Existing LLCs Be Affected by New LLC Act?”]. Needless to say, the New LLC Act constitutes a major challenge for existing LLCs as well as a major shift in the rules that govern LLCs in Utah.
SB 131 is a ‘3 in 1’ statute fashioned from several different template statutes promulgated and promoted by NCCUSL [See “What is NCCUSL?“]. SB 131 supersedes and repeals the governing statutes for 3 other Utah entities in addition to the Existing LLC Act:
1. the existing Utah statute for general partnerships is replaced by a new Utah Uniform Partnership Act (UUPA) [§48-1b-101 et seq.]
2. the existing Utah statute for limited liability partnerships (LLP) is replaced by a new statute now found in Parts 10 and 11 of UUPA [§§48-1b-1001 to 48-1b-1105]
3. the existing Utah statute for limited partnerships (LP) is replaced by a new Utah Uniform Limited Partnership Act (UULPA) [§48-2d-101 et seq.]
The three template statutes on which Utah’s four new replacement statutes are based include the following three separate ‘uniform’ acts promulgated by NCCUSL:
Revised Uniform Partnership Act (1997) (RUPA)
Uniform Limited Partnership Act (2001) (ULPA)
Revised Uniform Limited Liability Company Act (2006) (RULLCA)