Utah § 3a-114 - Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company. (Renumbered 10/1/2026)

Full text of Utah Utah Code § 3a-114 — Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company. (Renumbered 10/1/2026), with citation guidance and answers to common questions.

§ 3a-114. Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company. (Renumbered 10/1/2026)

Renumbered 10/1/2026
48-3a-114.  Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company.
(1) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(2) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or a person dissociated as a member are governed by the operating agreement. Subject only to a court order issued under Subsection 48-3a-503(2)(b) to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
(a) is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or person dissociated as a member; and
(b) is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.
(3) If a record delivered by a limited liability company to the division for filing becomes effective and contains a provision that would be ineffective under Subsection 48-3a-112(3) or (4)(c) if contained in the operating agreement, the provision is ineffective in the record.
(4) Subject to Subsection (3), if a record delivered by a limited liability company to the division for filing becomes effective and conflicts with a provision of the operating agreement:
(a) the operating agreement prevails as to members, persons dissociated as members, transferees, and managers; and
(b) the record prevails as to other persons to the extent they reasonably rely on the record.


Renumbered and Amended by Chapter 93, 2026 General Session
Enacted by Chapter 412, 2013 General Session

Frequently Asked Questions About Utah § 3a-114

What does Utah Code § 3a-114 cover?

Section 3a-114 ("Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company. (Renumbered 10/1/2026)") is part of the Utah Code, the codified statutory law of Utah. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

How do I cite Utah § 3a-114?

A common citation format is "Utah Code § 3a-114" (Utah). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.

Is this the official text of Utah law?

No. This page is for research and education and may not include the most recent amendments. For official current law, check the Utah official source linked on this page or consult a licensed Utah attorney.

How does Utah § 3a-114 apply to my situation?

Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Utah can advise on how this section applies to you. Contact your state or local bar association for a referral.

Sources & Verification

Not legal advice. Verify against the official source and consult a licensed attorney in Utah.