Utah Code
Utah Code § 48-3a-1405 (2026)
Application to existing relationships
✓ current as of May 2026
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10/1/2026
Before January 1, 2016, this chapter governs only:
a limited liability company formed on or after January 1, 2014; and
except as otherwise provided in Subsection (3), a limited liability company formed before January 1, 2014, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
Except as otherwise provided in Subsection (3), on and after January 1, 2016, this chapter governs all limited liability companies.
For the purposes of applying this chapter to a limited liability company formed before January 1, 2014:
the limited liability company's articles of organization are deemed to be the limited liability company's certificate of organization;
for the purposes of applying Subsection 48-3a-102(15) and subject to Subsection 48-3a-114(4), language in the limited liability company's articles of organization designating the limited liability company's management structure operates as if that language were in the operating agreement; and
the limited liability company has perpetual duration unless otherwise stated in the limited liability company's articles of organization; and
after the limited liability company's duration ends in accordance with the articles of organization, the limited liability company is dissolved, and its activities and affairs must be wound up.
Notes of Decisions
Cited in 2
cases, 2014–2018 · leading case: Blanch v. Farrell, 2018 UT App 172, 436 P.3d 285.
Blanch v. Farrell, 2018 UT App 172, 436 P.3d 285. “Section 48-3a-1405 sets forth the New Act's scheduled applicability.”
DePatco, Inc. v. Teton View Golf Estates, LLC, 2014 UT App 266, 339 P.3d 126. “§ 48-3a-1405. The result we reach in this decision, therefore, will only remain a reliable template for resolving similar disputes until January 1, 2016, when the new law fully replaces the old.”
Utah Code § 48-3a-1405(1): 1 case
Blanch v. Farrell, 2018 UT App 172, 436 P.3d 285. “Section 48-3a-1405 sets forth the New Act's scheduled applicability.”
Utah Code § 48-3a-1405(1)(a): 1 case
Blanch v. Farrell, 2018 UT App 172, 436 P.3d 285. “Section 48-3a-1405 sets forth the New Act's scheduled applicability.”
Utah Code § 48-3a-1405(2): 1 case
Blanch v. Farrell, 2018 UT App 172, 436 P.3d 285. “Section 48-3a-1405 sets forth the New Act's scheduled applicability.”
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