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-711 (2026)

Disposition of assets in winding up

✓ laws through the 2026 General Session (checked Sept. 2026)
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10/1/2026

In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
After a limited liability company complies with Subsection (1), any surplus must be distributed in the following order, subject to any charging order in effect under Section 48-3a-503:
to each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; and
in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under Section 48-3a-502.
If a limited liability company does not have sufficient surplus to comply with Subsection (2)(a), any surplus must be distributed among the owners of transferable interests in proportion to the value of the respective unreturned contributions.
All distributions made under Subsections (2) and (3) must be paid in money.

Renumbered and Amended by Chapter 93, 2026 General Session

Enacted by Chapter 412, 2013 General Session

Notes of Decisions
Cited in 2 cases (1 in the last 5 years), 2018–2025 · leading case: Blanch v. Farrell, 2018 UT App 172, 436 P.3d 285.
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Blanch v. Farrell, 2018 UT App 172, 436 P.3d 285. “§ 48-3a-711(4) (2015). Appellees further argued that the Company owned the real property at issue and that because Blanch was not a joint tenant or tenant in common, he could not bring an action to partition that real property.”
Keate v. Wright, No. 2:23-cv-00305 (D. Utah Sept. 17, 2025). “§ 48-3a-711(2)(b). The appropriate disposition of Vittorio’s assets may therefore turn on the same disputed issue noted above: namely, a finding about who were the proper members of the limited liability company.”
Utah Code § 48-3a-711(2)(b): 1 case
Keate v. Wright, No. 2:23-cv-00305 (D. Utah Sept. 17, 2025). “§ 48-3a-711(2)(b). The appropriate disposition of Vittorio’s assets may therefore turn on the same disputed issue noted above: namely, a finding about who were the proper members of the limited liability company.”
Utah Code § 48-3a-711(4): 1 case
Blanch v. Farrell, 2018 UT App 172, 436 P.3d 285. “§ 48-3a-711(4) (2015). Appellees further argued that the Company owned the real property at issue and that because Blanch was not a joint tenant or tenant in common, he could not bring an action to partition that real property.”
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