United States — Utah Act or statute

United States — Utah legislation

Utah Code § 7-1-810

Source excerpt

LLC lawapproval processapproval requestsboard governancebusiness entity governancecapital adequacycompany lawconversioncorporate governancecorporate lawcorporate terminologydefinitionsdeposit insurance complianceeligibility conditionsentity conversionentity definitionentity equivalenceentity formationfiling deadlinesformation documentsgovernanceinstitution governanceinstitutional governancelimited liability companieslimited liability company conversionlimited liability company formationorganization/conversionownership interestsownership transferownership transfer restrictionsregulatory approvalrulemaking

Jurisdiction: United States — Utah
Status: In force
Dates: Source version 1 Oct 2026

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“Limited liability companies. Notwithstanding any other provision of this title and subject to Subsection (8) , if the conditions of this section are met, the following may be organized as or convert to a limited liability company under”

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Limited liability companies.

Section 7-1-810

Subsection 7-1-810(3)(a)(ii)

The institution must not be subject to automatic termination, dissolution, or suspension on an event other than the passage of time, and management must be vested in a board of managers or directors.

Section 7-1-810(3)(a)(ii)

Subsection 7-1-810(5)(a)(i)(B)

Section 16-20-108 ;

Section 7-1-810(5)(a)(i)(B)

Subsection 7-1-810(6)(b)

"Articles of incorporation" includes a limited liability company's certificate of organization.

Section 7-1-810(6)(b)

Subsection 7-1-810(8)

A state-organized depository institution may not be organized as or converted to a series LLC structure.

Section 7-1-810(8)

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Source record from le.utah.gov · Source version 1 Oct 2026

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Showing 73 of 73 provisions

Provision 73

Part 7-1-8

part 7-1-8 Miscellaneous

§ 7-1-810Limited liability companies.Provision

Source excerpt

Limited liability companies. Notwithstanding any other provision of this title and subject to Subsection (8) , if the conditions of this section are met, the following may be organized as or convert to a limited liability company under Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act: an industrial bank chartered under Chapter 8, Industrial Banks ; an industrial loan company as defined in Section 7-8-21 ; or any of the following if the institution is an S Corporation, as defined in Section 1361, Internal Revenue Code, immediately before becoming a limited liability company: a bank chartered under Chapter 3, Banks ; or a depository institution holding company. Before an institution described in Subsection (1) may organize as or convert to a limited liability company, the institution shall obtain approval of the commissioner. To obtain the approval under this section from the commissioner, the institution shall file a request for approval with the commissioner at least 30 days before the day on which the institution becomes a limited liability company. If the commissioner does not disapprove the request for approval within 30 days from the day on which the commissioner receives the request, the request is considered approved. When taking action on a request for approval filed under this section, the commissioner may: approve the request; approve the request subject to terms and conditions the commissioner considers necessary; or disapprove the request. To approve a request for approval, the commissioner shall find: for an institution described in Subsection (1) that is required to be insured by a federal deposit insurance agency, that the institution: will operate in a safe and sound manner; has the following characteristics: the institution is not subject to automatic termination, dissolution, or suspension upon the happening of some event other than the passage of time; the exclusive authority to manage the institution is vested in a board of managers or directors that: is elected or appointed by the owners; is not required to have owners of the institution included on the board; possesses adequate independence and authority to supervise the operation of the institution; and operates with substantially the same rights, powers, privileges, duties, and responsibilities as the board of directors of a corporation; neither state law, nor the institution's operating agreement, bylaws, or other organizational documents provide that an owner of the institution is liable for the debts, liabilities, and obligations of the institution in excess of the amount of the owner's investment; and neither state law, nor the institution's operating agreement, bylaws, or other organizational documents require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights; and the institution is able to obtain new investment funding if needed to maintain adequate capital; and is able to comply with all legal and regulatory requirements for an insured depository institution under applicable federal and state law; and for an institution described in Subsection (1) that is not required to be insured by a federal deposit insurance agency, that the institution will operate in a safe and sound manner. An institution described in Subsection (3)(a) that is organized as a limited liability company shall maintain the characteristics listed in Subsection (3)(a)(ii) during such time as it is authorized to conduct business under this title as a limited liability company. All rights, privileges, powers, duties, and obligations of an institution described in Subsection (1) that is organized as a limited liability company and its members and managers shall be governed by Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act, except: the following do not apply to an institution that is described in Subsection (3)(a) : Section 16-1a-402 ; Section 16-20-108 ; Section 16-20-201 ; Section 16-20-401 ; Subsections 16-20-407(1) and (3)(c) ; Section 16-20-410 ; Subsection 16-20-502(1)(c) ; Title 16, Chapter 20, Part 6, Dissociation; and Section 16-20-701 ; and as otherwise provided in this title. Notwithstanding Subsection (5)(a) , for an institution that is described in Subsection (3)(a) : for purposes of transferring a member's interests in the institution, a member's interest in the institution shall be treated like a share of stock in a corporation; and if a member's interest in the institution is transferred voluntarily or involuntarily to another person, the person who receives the member's interest shall obtain the member's entire rights associated with the member's interest in the institution including: all economic rights; and all voting rights. An institution described in Subsection (3)(a) may not by agreement or otherwise change the application of Subsection (5)(a) to the institution. Unless the context requires otherwise, for the purpose of applying this title to an institution described in Subsection (1) that is organized as a limited liability company: a citation to Title 16, Chapter 10a, Utah Revised Business Corporation Act , includes the equivalent citation to Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act; "articles of incorporation" includes a limited liability company's certificate of organization as that term is used in Section 16-20-201 ; "board of directors" includes one or more persons who have, with respect to an institution described in Subsection (1) , authority substantially similar to that of a board of directors of a corporation; "bylaws" includes a limited liability company's operating agreement as that term is defined in Section 16-20-201 ; "corporation" includes a limited liability company organized under Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act; "director" includes any of the following of a limited liability company: a manager; a director; or other person who has with respect to the institution described in Subsection (1) , authority substantially similar to that of a director of a corporation; "dividend" includes distributions made by a limited liability company under Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to a Limited Liability Company; "incorporator" includes an organizer of a limited liability company as provided in Title 16, Chapter 20, Part 2, Formation -- Certificate of Organization and Other Filings; "officer" includes any of the following of an institution described in Subsection (1) : an officer; or other person who has with respect to the institution described in Subsection (1) authority substantially similar to that of an officer of a corporation; "security," "shares," or "stock" of a corporation includes: a membership interest in a limited liability company as provided in Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to a Limited Liability Company; and a certificate or other evidence of an ownership interest in a limited liability company; and "shareholder" or "stockholder" includes an owner of an interest in an institution described in Subsection (1) including a member as provided in Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to Limited Liability Company. In accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act , the commissioner shall make rules governing the form of a request for approval filed under this section. A depository institution organized under the laws of this state may not be organized as or converted to a series of transferable interests in a limited liability company as provided in Title 16, Chapter 20, Part 10, Series Limited Liability Companies.

Section 7-1-810Verify source

§ 7-1-810(1)Subsection 7-1-810(1)Provision

Source excerpt

Certain listed banking institutions may organize as or convert to a limited liability company if this section’s conditions are met, subject to Subsection (8).

Notwithstanding any other provision of this title and subject to Subsection (8) , if the conditions of this section are met, the following may be organized as or convert to a limited liability company under Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act: an industrial bank chartered under Chapter 8, Industrial Banks ; an industrial loan company as defined in Section 7-8-21 ; or any of the following if the institution is an S Corporation, as defined in Section 1361, Internal Revenue Code, immediately before becoming a limited liability company: a bank chartered under Chapter 3, Banks ; or a depository institution holding company.

Section 7-1-810(1)Verify source

§ 7-1-810(1)(a)Subsection 7-1-810(1)(a)Provision

Source excerpt

Refers to an industrial bank chartered under Chapter 8, Industrial Banks.

an industrial bank chartered under Chapter 8, Industrial Banks ;

Section 7-1-810(1)(a)Verify source

§ 7-1-810(1)(b)Subsection 7-1-810(1)(b)Provision

Source excerpt

an industrial loan company as defined in Section 7-8-21 ; or

Section 7-1-810(1)(b)Verify source

§ 7-1-810(1)(c)Subsection 7-1-810(1)(c)Provision

Source excerpt

any of the following if the institution is an S Corporation, as defined in Section 1361, Internal Revenue Code, immediately before becoming a limited liability company: a bank chartered under Chapter 3, Banks ; or a depository institution

Section 7-1-810(1)(c)Verify source

§ 7-1-810(1)(c)(i)Subsection 7-1-810(1)(c)(i)Provision

Source excerpt

Refers to a bank chartered under Chapter 3, Banks.

a bank chartered under Chapter 3, Banks ; or

Section 7-1-810(1)(c)(i)Verify source

§ 7-1-810(1)(c)(ii)Subsection 7-1-810(1)(c)(ii)Provision

Source excerpt

a depository institution holding company.

Section 7-1-810(1)(c)(ii)Verify source

§ 7-1-810(2)Subsection 7-1-810(2)Provision

Source excerpt

An institution must get the commissioner’s approval before converting to a limited liability company and must file a request at least 30 days before the conversion date.

Before an institution described in Subsection (1) may organize as or convert to a limited liability company, the institution shall obtain approval of the commissioner. To obtain the approval under this section from the commissioner, the institution shall file a request for approval with the commissioner at least 30 days before the day on which the institution becomes a limited liability company. If the commissioner does not disapprove the request for approval within 30 days from the day on which the commissioner receives the request, the request is considered approved. When taking action on a request for approval filed under this section, the commissioner may: approve the request; approve the request subject to terms and conditions the commissioner considers necessary; or disapprove the request.

Section 7-1-810(2)Verify source

§ 7-1-810(2)(a)Subsection 7-1-810(2)(a)Provision

Source excerpt

An institution covered by Subsection (1) must get the commissioner’s approval before organizing as or converting to a limited liability company.

Before an institution described in Subsection (1) may organize as or convert to a limited liability company, the institution shall obtain approval of the commissioner.

Section 7-1-810(2)(a)Verify source

§ 7-1-810(2)(b)Subsection 7-1-810(2)(b)Provision

Source excerpt

The institution must file a request for approval with the commissioner at least 30 days before becoming a limited liability company.

To obtain the approval under this section from the commissioner, the institution shall file a request for approval with the commissioner at least 30 days before the day on which the institution becomes a limited liability company. If the commissioner does not disapprove the request for approval within 30 days from the day on which the commissioner receives the request, the request is considered approved. When taking action on a request for approval filed under this section, the commissioner may: approve the request; approve the request subject to terms and conditions the commissioner considers necessary; or disapprove the request.

Section 7-1-810(2)(b)Verify source

§ 7-1-810(2)(b)(i)Subsection 7-1-810(2)(b)(i)Provision

Source excerpt

The institution must file a request for approval with the commissioner at least 30 days before becoming a limited liability company.

Section 7-1-810(2)(b)(i)Verify source

§ 7-1-810(2)(b)(ii)Subsection 7-1-810(2)(b)(ii)Provision

Source excerpt

If the commissioner does not disapprove a request for approval within 30 days after receiving it, the request is treated as approved.

If the commissioner does not disapprove the request for approval within 30 days from the day on which the commissioner receives the request, the request is considered approved.

Section 7-1-810(2)(b)(ii)Verify source

§ 7-1-810(2)(b)(iii)Subsection 7-1-810(2)(b)(iii)Provision

When taking action on a request for approval filed under this section, the commissioner may: approve the request; approve the request subject to terms and conditions the commissioner considers necessary; or disapprove the request.

Section 7-1-810(2)(b)(iii)Verify source

§ 7-1-810(2)(b)(iii)(A)Subsection 7-1-810(2)(b)(iii)(A)Provision

Source excerpt

approve the request;

Section 7-1-810(2)(b)(iii)(A)Verify source

§ 7-1-810(2)(b)(iii)(B)Subsection 7-1-810(2)(b)(iii)(B)Provision

Section 7-1-810(2)(b)(iii)(B)Verify source

§ 7-1-810(2)(b)(iii)(C)Subsection 7-1-810(2)(b)(iii)(C)Provision

Source excerpt

disapprove the request.

Section 7-1-810(2)(b)(iii)(C)Verify source

§ 7-1-810(3)Subsection 7-1-810(3)Provision

Source excerpt

To approve a request for approval, the commissioner shall find: for an institution described in Subsection (1) that is required to be insured by a federal deposit insurance agency, that the institution: will operate in a safe and sound manner; has the following characteristics: the institution is not subject to automatic termination, dissolution, or suspension upon the happening of some event other than the passage of time; the exclusive authority to manage the institution is vested in a board of managers or directors that: is elected or appointed by the owners; is not required to have owners of the institution included on the board; possesses adequate independence and authority to supervise the operation of the institution; and operates with substantially the same rights, powers, privileges, duties, and responsibilities as the board of directors of a corporation; neither state law, nor the institution's operating agreement, bylaws, or other organizational documents provide that an owner of the institution is liable for the debts, liabilities, and obligations of the institution in excess of the amount of the owner's investment; and neither state law, nor the institution's operating agreement, bylaws, or other organizational documents require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights; and the institution is able to obtain new investment funding if needed to maintain adequate capital; and is able to comply with all legal and regulatory requirements for an insured depository institution under applicable federal and state law; and for an institution described in Subsection (1) that is not required to be insured by a federal deposit insurance agency, that the institution will operate in a safe and sound manner.

Section 7-1-810(3)Verify source

§ 7-1-810(3)(a)Subsection 7-1-810(3)(a)Provision

Source excerpt

An insured institution in Subsection (1) must operate in a safe and sound manner and meet specified governance, ownership, funding, and compliance characteristics.

for an institution described in Subsection (1) that is required to be insured by a federal deposit insurance agency, that the institution: will operate in a safe and sound manner; has the following characteristics: the institution is not subject to automatic termination, dissolution, or suspension upon the happening of some event other than the passage of time; the exclusive authority to manage the institution is vested in a board of managers or directors that: is elected or appointed by the owners; is not required to have owners of the institution included on the board; possesses adequate independence and authority to supervise the operation of the institution; and operates with substantially the same rights, powers, privileges, duties, and responsibilities as the board of directors of a corporation; neither state law, nor the institution's operating agreement, bylaws, or other organizational documents provide that an owner of the institution is liable for the debts, liabilities, and obligations of the institution in excess of the amount of the owner's investment; and neither state law, nor the institution's operating agreement, bylaws, or other organizational documents require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights; and the institution is able to obtain new investment funding if needed to maintain adequate capital; and is able to comply with all legal and regulatory requirements for an insured depository institution under applicable federal and state law; and

Section 7-1-810(3)(a)Verify source

§ 7-1-810(3)(a)(i)Subsection 7-1-810(3)(a)(i)Provision

Source excerpt

will operate in a safe and sound manner;

Section 7-1-810(3)(a)(i)Verify source

§ 7-1-810(3)(a)(ii)Subsection 7-1-810(3)(a)(ii)Provision

Source excerpt

The institution must not be subject to automatic termination, dissolution, or suspension on an event other than the passage of time, and management must be vested in a board of managers or directors.

has the following characteristics: the institution is not subject to automatic termination, dissolution, or suspension upon the happening of some event other than the passage of time; the exclusive authority to manage the institution is vested in a board of managers or directors that: is elected or appointed by the owners; is not required to have owners of the institution included on the board; possesses adequate independence and authority to supervise the operation of the institution; and operates with substantially the same rights, powers, privileges, duties, and responsibilities as the board of directors of a corporation; neither state law, nor the institution's operating agreement, bylaws, or other organizational documents provide that an owner of the institution is liable for the debts, liabilities, and obligations of the institution in excess of the amount of the owner's investment; and neither state law, nor the institution's operating agreement, bylaws, or other organizational documents require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights; and the institution is able to obtain new investment funding if needed to maintain adequate capital; and

Section 7-1-810(3)(a)(ii)Verify source

§ 7-1-810(3)(a)(ii)(A)Subsection 7-1-810(3)(a)(ii)(A)Provision

Source excerpt

The institution is not automatically terminated, dissolved, or suspended because of an event other than the passage of time.

the institution is not subject to automatic termination, dissolution, or suspension upon the happening of some event other than the passage of time;

Section 7-1-810(3)(a)(ii)(A)Verify source

§ 7-1-810(3)(a)(ii)(B)Subsection 7-1-810(3)(a)(ii)(B)Provision

Source excerpt

A board of managers or directors has exclusive authority to manage the institution.

the exclusive authority to manage the institution is vested in a board of managers or directors that: is elected or appointed by the owners; is not required to have owners of the institution included on the board; possesses adequate independence and authority to supervise the operation of the institution; and operates with substantially the same rights, powers, privileges, duties, and responsibilities as the board of directors of a corporation;

Section 7-1-810(3)(a)(ii)(B)Verify source

§ 7-1-810(3)(a)(ii)(B)(I)Subsection 7-1-810(3)(a)(ii)(B)(I)Provision

Source excerpt

Something is elected or appointed by the owners.

is elected or appointed by the owners;

Section 7-1-810(3)(a)(ii)(B)(I)Verify source

§ 7-1-810(3)(a)(ii)(B)(II)Subsection 7-1-810(3)(a)(ii)(B)(II)Provision

Source excerpt

is not required to have owners of the institution included on the board;

Section 7-1-810(3)(a)(ii)(B)(II)Verify source

§ 7-1-810(3)(a)(ii)(B)(III)Subsection 7-1-810(3)(a)(ii)(B)(III)Provision

Source excerpt

possesses adequate independence and authority to supervise the operation of the institution; and

Section 7-1-810(3)(a)(ii)(B)(III)Verify source

§ 7-1-810(3)(a)(ii)(B)(IV)Subsection 7-1-810(3)(a)(ii)(B)(IV)Provision

Source excerpt

operates with substantially the same rights, powers, privileges, duties, and responsibilities as the board of directors of a corporation;

Section 7-1-810(3)(a)(ii)(B)(IV)Verify source

§ 7-1-810(3)(a)(ii)(C)Subsection 7-1-810(3)(a)(ii)(C)Provision

Source excerpt

An institution owner is not liable for the institution’s debts, liabilities, or obligations beyond the amount of the owner’s investment.

neither state law, nor the institution's operating agreement, bylaws, or other organizational documents provide that an owner of the institution is liable for the debts, liabilities, and obligations of the institution in excess of the amount of the owner's investment; and

Section 7-1-810(3)(a)(ii)(C)Verify source

§ 7-1-810(3)(a)(ii)(D)Subsection 7-1-810(3)(a)(ii)(D)Provision

Source excerpt

neither state law, nor the institution's operating agreement, bylaws, or other organizational documents require the consent of any other owner of the institution in order for an owner to transfer an ownership interest in the institution, including voting rights; and the institution is able to obtain new investment funding if needed to maintain adequate capital; and

Section 7-1-810(3)(a)(ii)(D)Verify source

§ 7-1-810(3)(a)(ii)(D)(I)Subsection 7-1-810(3)(a)(ii)(D)(I)Provision

Source excerpt

An owner may transfer an ownership interest in the institution, including voting rights, without needing consent from any other owner if no applicable law or organizational document requires that consent.

Section 7-1-810(3)(a)(ii)(D)(I)Verify source

§ 7-1-810(3)(a)(ii)(D)(II)Subsection 7-1-810(3)(a)(ii)(D)(II)Provision

Source excerpt

the institution is able to obtain new investment funding if needed to maintain adequate capital; and

Section 7-1-810(3)(a)(ii)(D)(II)Verify source

§ 7-1-810(3)(a)(iii)Subsection 7-1-810(3)(a)(iii)Provision

Source excerpt

is able to comply with all legal and regulatory requirements for an insured depository institution under applicable federal and state law; and

Section 7-1-810(3)(a)(iii)Verify source

§ 7-1-810(3)(b)Subsection 7-1-810(3)(b)Provision

Source excerpt

for an institution described in Subsection (1) that is not required to be insured by a federal deposit insurance agency, that the institution will operate in a safe and sound manner.

Section 7-1-810(3)(b)Verify source

§ 7-1-810(4)Subsection 7-1-810(4)Provision

Source excerpt

A qualifying institution organized as a limited liability company must keep the characteristics listed in Subsection (3)(a)(ii) while it is authorized to conduct business under this title.

An institution described in Subsection (3)(a) that is organized as a limited liability company shall maintain the characteristics listed in Subsection (3)(a)(ii) during such time as it is authorized to conduct business under this title as a limited liability company.

Section 7-1-810(4)Verify source

§ 7-1-810(5)Subsection 7-1-810(5)Provision

Source excerpt

All rights, privileges, powers, duties, and obligations of an institution described in Subsection (1) that is organized as a limited liability company and its members and managers shall be governed by Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act, except: the following do not apply to an institution that is described in Subsection (3)(a) : Section 16-1a-402 ; Section 16-20-108 ; Section 16-20-201 ; Section 16-20-401 ; Subsections 16-20-407(1) and (3)(c) ; Section 16-20-410 ; Subsection 16-20-502(1)(c) ; Title 16, Chapter 20, Part 6, Dissociation; and Section 16-20-701 ; and as otherwise provided in this title. Notwithstanding Subsection (5)(a) , for an institution that is described in Subsection (3)(a) : for purposes of transferring a member's interests in the institution, a member's interest in the institution shall be treated like a share of stock in a corporation; and if a member's interest in the institution is transferred voluntarily or involuntarily to another person, the person who receives the member's interest shall obtain the member's entire rights associated with the member's interest in the institution including: all economic rights; and all voting rights. An institution described in Subsection (3)(a) may not by agreement or otherwise change the application of Subsection (5)(a) to the institution.

Section 7-1-810(5)Verify source

§ 7-1-810(5)(a)Subsection 7-1-810(5)(a)Provision

Source excerpt

This provision says certain limited liability company institutions and their members and managers are governed by the Utah Revised Uniform Limited Liability Company Act, with listed exceptions.

Section 7-1-810(5)(a)Verify source

§ 7-1-810(5)(a)(i)Subsection 7-1-810(5)(a)(i)Provision

Source excerpt

the following do not apply to an institution that is described in Subsection (3)(a) : Section 16-1a-402 ; Section 16-20-108 ; Section 16-20-201 ; Section 16-20-401 ; Subsections 16-20-407(1) and (3)(c) ; Section 16-20-410 ; Subsection

Section 7-1-810(5)(a)(i)Verify source

§ 7-1-810(5)(a)(i)(A)Subsection 7-1-810(5)(a)(i)(A)Provision

Source excerpt

Section 16-1a-402 ;

Section 7-1-810(5)(a)(i)(A)Verify source

§ 7-1-810(5)(a)(i)(B)Subsection 7-1-810(5)(a)(i)(B)Provision

Source excerpt

Section 16-20-108 ;

Section 7-1-810(5)(a)(i)(B)Verify source

§ 7-1-810(5)(a)(i)(C)Subsection 7-1-810(5)(a)(i)(C)Provision

Source excerpt

Section 16-20-201 ;

Section 7-1-810(5)(a)(i)(C)Verify source

§ 7-1-810(5)(a)(i)(D)Subsection 7-1-810(5)(a)(i)(D)Provision

Source excerpt

Section 16-20-401 ;

Section 7-1-810(5)(a)(i)(D)Verify source

§ 7-1-810(5)(a)(i)(E)Subsection 7-1-810(5)(a)(i)(E)Provision

Source excerpt

This text cites subsections 16-20-407(1) and (3)(c).

Subsections 16-20-407(1) and (3)(c) ;

Section 7-1-810(5)(a)(i)(E)Verify source

§ 7-1-810(5)(a)(i)(F)Subsection 7-1-810(5)(a)(i)(F)Provision

Source excerpt

Section 16-20-410 ;

Section 7-1-810(5)(a)(i)(F)Verify source

§ 7-1-810(5)(a)(i)(G)Subsection 7-1-810(5)(a)(i)(G)Provision

Source excerpt

Subsection 16-20-502(1)(c) ;

Section 7-1-810(5)(a)(i)(G)Verify source

§ 7-1-810(5)(a)(i)(H)Subsection 7-1-810(5)(a)(i)(H)Provision

Source excerpt

Title 16, Chapter 20, Part 6, Dissociation; and

Section 7-1-810(5)(a)(i)(H)Verify source

§ 7-1-810(5)(a)(i)(I)Subsection 7-1-810(5)(a)(i)(I)Provision

Source excerpt

Section 16-20-701 ; and

Section 7-1-810(5)(a)(i)(I)Verify source

§ 7-1-810(5)(a)(ii)Subsection 7-1-810(5)(a)(ii)Provision

Source excerpt

as otherwise provided in this title.

Section 7-1-810(5)(a)(ii)Verify source

§ 7-1-810(5)(b)Subsection 7-1-810(5)(b)Provision

Source excerpt

For certain institutions, a member’s interest is treated like corporate stock when transferred, and the recipient gets the member’s full associated rights.

Notwithstanding Subsection (5)(a) , for an institution that is described in Subsection (3)(a) : for purposes of transferring a member's interests in the institution, a member's interest in the institution shall be treated like a share of stock in a corporation; and if a member's interest in the institution is transferred voluntarily or involuntarily to another person, the person who receives the member's interest shall obtain the member's entire rights associated with the member's interest in the institution including: all economic rights; and all voting rights.

Section 7-1-810(5)(b)Verify source

§ 7-1-810(5)(b)(i)Subsection 7-1-810(5)(b)(i)Provision

Source excerpt

for purposes of transferring a member's interests in the institution, a member's interest in the institution shall be treated like a share of stock in a corporation; and

Section 7-1-810(5)(b)(i)Verify source

§ 7-1-810(5)(b)(ii)Subsection 7-1-810(5)(b)(ii)Provision

Source excerpt

If a member’s interest is transferred, the recipient obtains the member’s full associated rights, including economic and voting rights.

if a member's interest in the institution is transferred voluntarily or involuntarily to another person, the person who receives the member's interest shall obtain the member's entire rights associated with the member's interest in the institution including: all economic rights; and all voting rights.

Section 7-1-810(5)(b)(ii)Verify source

§ 7-1-810(5)(b)(ii)(A)Subsection 7-1-810(5)(b)(ii)(A)Provision

Source excerpt

all economic rights; and

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§ 7-1-810(5)(b)(ii)(B)Subsection 7-1-810(5)(b)(ii)(B)Provision

Source excerpt

all voting rights.

Section 7-1-810(5)(b)(ii)(B)Verify source

§ 7-1-810(5)(c)Subsection 7-1-810(5)(c)Provision

Source excerpt

An institution described in Subsection (3)(a) may not by agreement or otherwise change the application of Subsection (5)(a) to the institution.

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§ 7-1-810(6)Subsection 7-1-810(6)Provision

Source excerpt

For certain institutions organized as LLCs, listed corporate terms are read to include equivalent LLC concepts.

Unless the context requires otherwise, for the purpose of applying this title to an institution described in Subsection (1) that is organized as a limited liability company: a citation to Title 16, Chapter 10a, Utah Revised Business Corporation Act , includes the equivalent citation to Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act; "articles of incorporation" includes a limited liability company's certificate of organization as that term is used in Section 16-20-201 ; "board of directors" includes one or more persons who have, with respect to an institution described in Subsection (1) , authority substantially similar to that of a board of directors of a corporation; "bylaws" includes a limited liability company's operating agreement as that term is defined in Section 16-20-201 ; "corporation" includes a limited liability company organized under Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act; "director" includes any of the following of a limited liability company: a manager; a director; or other person who has with respect to the institution described in Subsection (1) , authority substantially similar to that of a director of a corporation; "dividend" includes distributions made by a limited liability company under Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to a Limited Liability Company; "incorporator" includes an organizer of a limited liability company as provided in Title 16, Chapter 20, Part 2, Formation -- Certificate of Organization and Other Filings; "officer" includes any of the following of an institution described in Subsection (1) : an officer; or other person who has with respect to the institution described in Subsection (1) authority substantially similar to that of an officer of a corporation; "security," "shares," or "stock" of a corporation includes: a membership interest in a limited liability company as provided in Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to a Limited Liability Company; and a certificate or other evidence of an ownership interest in a limited liability company; and "shareholder" or "stockholder" includes an owner of an interest in an institution described in Subsection (1) including a member as provided in Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to Limited Liability Company.

Section 7-1-810(6)Verify source

§ 7-1-810(6)(a)Subsection 7-1-810(6)(a)Provision

Source excerpt

A citation to Title 16, Chapter 10a also includes the equivalent citation to Title 16, Chapter 20.

a citation to Title 16, Chapter 10a, Utah Revised Business Corporation Act , includes the equivalent citation to Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act;

Section 7-1-810(6)(a)Verify source

§ 7-1-810(6)(b)Subsection 7-1-810(6)(b)Provision

Source excerpt

"Articles of incorporation" includes a limited liability company's certificate of organization.

"articles of incorporation" includes a limited liability company's certificate of organization as that term is used in Section 16-20-201 ;

Section 7-1-810(6)(b)Verify source

§ 7-1-810(6)(c)Subsection 7-1-810(6)(c)Provision

Source excerpt

“Board of directors” includes one or more persons with substantially similar authority for an institution described in Subsection (1).

"board of directors" includes one or more persons who have, with respect to an institution described in Subsection (1) , authority substantially similar to that of a board of directors of a corporation;

Section 7-1-810(6)(c)Verify source

§ 7-1-810(6)(d)Subsection 7-1-810(6)(d)Provision

Source excerpt

"bylaws" includes a limited liability company's operating agreement as that term is defined in Section 16-20-201 ;

Section 7-1-810(6)(d)Verify source

§ 7-1-810(6)(e)Subsection 7-1-810(6)(e)Provision

Source excerpt

“Corporation” includes a limited liability company organized under Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act.

"corporation" includes a limited liability company organized under Title 16, Chapter 20, Utah Revised Uniform Limited Liability Company Act;

Section 7-1-810(6)(e)Verify source

§ 7-1-810(6)(f)Subsection 7-1-810(6)(f)Provision

Source excerpt

This provision defines “director” for a limited liability company to include a manager, a director, or another person with substantially similar authority.

"director" includes any of the following of a limited liability company: a manager; a director; or other person who has with respect to the institution described in Subsection (1) , authority substantially similar to that of a director of a corporation;

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§ 7-1-810(6)(f)(i)Subsection 7-1-810(6)(f)(i)Provision

Source excerpt

Refers to a manager.

a manager;

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§ 7-1-810(6)(f)(ii)Subsection 7-1-810(6)(f)(ii)Provision

Source excerpt

Refers to a director or another listed person.

a director; or

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§ 7-1-810(6)(f)(iii)Subsection 7-1-810(6)(f)(iii)Provision

Source excerpt

This provision refers to an other person who has authority over the institution similar to a corporate director.

other person who has with respect to the institution described in Subsection (1) , authority substantially similar to that of a director of a corporation;

Section 7-1-810(6)(f)(iii)Verify source

§ 7-1-810(6)(g)Subsection 7-1-810(6)(g)Provision

Source excerpt

“Dividend” includes distributions made by a limited liability company under the cited part.

"dividend" includes distributions made by a limited liability company under Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to a Limited Liability Company;

Section 7-1-810(6)(g)Verify source

§ 7-1-810(6)(h)Subsection 7-1-810(6)(h)Provision

Source excerpt

“Incorporator” includes an organizer of a limited liability company.

"incorporator" includes an organizer of a limited liability company as provided in Title 16, Chapter 20, Part 2, Formation -- Certificate of Organization and Other Filings;

Section 7-1-810(6)(h)Verify source

§ 7-1-810(6)(i)Subsection 7-1-810(6)(i)Provision

Source excerpt

This subsection defines “officer” to include an officer or a similarly authorized person of an institution described in Subsection (1).

"officer" includes any of the following of an institution described in Subsection (1) : an officer; or other person who has with respect to the institution described in Subsection (1) authority substantially similar to that of an officer of a corporation;

Section 7-1-810(6)(i)Verify source

§ 7-1-810(6)(i)(i)Subsection 7-1-810(6)(i)(i)Provision

Source excerpt

Refers to an officer.

an officer; or

Section 7-1-810(6)(i)(i)Verify source

§ 7-1-810(6)(i)(ii)Subsection 7-1-810(6)(i)(ii)Provision

Source excerpt

other person who has with respect to the institution described in Subsection (1) authority substantially similar to that of an officer of a corporation;

Section 7-1-810(6)(i)(ii)Verify source

§ 7-1-810(6)(j)Subsection 7-1-810(6)(j)Provision

Source excerpt

"security," "shares," or "stock" of a corporation includes: a membership interest in a limited liability company as provided in Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to a Limited Liability Company; and a

Section 7-1-810(6)(j)Verify source

§ 7-1-810(6)(j)(i)Subsection 7-1-810(6)(j)(i)Provision

Source excerpt

a membership interest in a limited liability company as provided in Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to a Limited Liability Company; and

Section 7-1-810(6)(j)(i)Verify source

§ 7-1-810(6)(j)(ii)Subsection 7-1-810(6)(j)(ii)Provision

Source excerpt

a certificate or other evidence of an ownership interest in a limited liability company; and

Section 7-1-810(6)(j)(ii)Verify source

§ 7-1-810(6)(k)Subsection 7-1-810(6)(k)Provision

Source excerpt

“Shareholder” or “stockholder” includes certain owners of interests and some LLC members.

"shareholder" or "stockholder" includes an owner of an interest in an institution described in Subsection (1) including a member as provided in Title 16, Chapter 20, Part 4, Relations of Members to Each Other and to Limited Liability Company.

Section 7-1-810(6)(k)Verify source

§ 7-1-810(7)Subsection 7-1-810(7)Provision

Source excerpt

The commissioner must make rules about the form of a request for approval filed under this section.

In accordance with Title 63G, Chapter 3, Utah Administrative Rulemaking Act , the commissioner shall make rules governing the form of a request for approval filed under this section.

Section 7-1-810(7)Verify source

§ 7-1-810(8)Subsection 7-1-810(8)Provision

Source excerpt

A state-organized depository institution may not be organized as or converted to a series LLC structure.

A depository institution organized under the laws of this state may not be organized as or converted to a series of transferable interests in a limited liability company as provided in Title 16, Chapter 20, Part 10, Series Limited Liability Companies.

Section 7-1-810(8)Verify source

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Utah Code § 7-1-810

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