Utah Code » Title 48, Chapter 3a — Utah Revised Uniform Limited Liability Company Act; part 48-3a-7 — Dissolution and Winding up
Utah Code

Utah Code § 48-3a-701 (2026)

Events causing dissolution

✓ current as of May 2026
Find cases: SyfertCases citing this section UT-LEGle.utah.gov JustiaTitle on Justia CornellLII Search CasesGoogle Scholar

10/1/2026

A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

an event, circumstance, or date that the certificate of organization or operating agreement states causes dissolution;
the consent of all the members;
the passage of 90 consecutive days during which the limited liability company has no members unless:
consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and
at least one person becomes a member in accordance with the consent;
upon a petition brought by a member, the entry of a court order dissolving the limited liability company on the grounds that:
the conduct of all or substantially all of the limited liability company's activities and affairs is unlawful; or
it is not reasonably practicable to carry on the limited liability company's activities and affairs in conformity with the certificate of organization and the operating agreement;
upon a petition brought by a member, the entry of a court order dissolving the limited liability company on the grounds that the managers or those members in control of the limited liability company:
have acted, are acting, or will act in a manner that is illegal or fraudulent; or
have acted, are acting, or will act in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or
the signing and filing of a statement of administrative dissolution by the division under Subsection 48-3a-708(3).
Notes of Decisions
Cited in 3 cases (2 in the last 5 years), 2020–2021 · leading case: Hitorq v. TCC Veterinary Servs., 2020 UT App 123 (Utah Ct. App. 2020).
Sort: Relevance Newest Treatment
Hitorq v. TCC Veterinary Servs., 2020 UT App 123 (Utah Ct. App. 2020). · cites it 10× “¶53 Utah Code section 48-3a-702 provides that in a proceeding to dissolve a company under Utah Code section 48-3a-701(5), “the limited liability company may elect, or if it fails to elect, one or more members may elect to purchase the interest in the 4.”
Hitorq v. TCC Veterinary Servs., 2021 UT 69 (Utah 2021). · cites it 3× “¶40 Section 48-3a-701 allows for dissolution of a limited liability company if the managers or members in control of the company ―have acted, are acting, or will act in a manner that is illegal or fraudulent‖ or ―in a manner that is oppressive and was, is, or will be directly…”
Sabin v. Newman (D. Utah 2021). · cites it 4× “Utah Code § 48-3a-701 provides that “[a] limited liability company is dissolved, and its activities and affairs must be wound up upon the occurrence of .”
— Utah Code § 48-3a-701(5) — 2 cases
Hitorq v. TCC Veterinary Servs., 2020 UT App 123 (Utah Ct. App. 2020). “¶53 Utah Code section 48-3a-702 provides that in a proceeding to dissolve a company under Utah Code section 48-3a-701(5), “the limited liability company may elect, or if it fails to elect, one or more members may elect to purchase the interest in the 4.”
Hitorq v. TCC Veterinary Servs., 2021 UT 69 (Utah 2021). “¶40 Section 48-3a-701 allows for dissolution of a limited liability company if the managers or members in control of the company ―have acted, are acting, or will act in a manner that is illegal or fraudulent‖ or ―in a manner that is oppressive and was, is, or will be directly…”
— Utah Code § 48-3a-701(5)(b) — 1 case
Hitorq v. TCC Veterinary Servs., 2020 UT App 123 (Utah Ct. App. 2020). “¶53 Utah Code section 48-3a-702 provides that in a proceeding to dissolve a company under Utah Code section 48-3a-701(5), “the limited liability company may elect, or if it fails to elect, one or more members may elect to purchase the interest in the 4.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.