Full text of Utah Utah Code § 3a-703 — Winding up. (Renumbered 10/1/2026), with citation guidance and answers to common questions.
§ 3a-703. Winding up. (Renumbered 10/1/2026)
Effective 7/1/2024
Renumbered 10/1/2026
48-3a-703.
Winding up.
| (1) |
| (a) |
A dissolved limited liability company shall wind up the limited liability company's activities and affairs. |
| (b) |
Except as otherwise provided in Section 48-3a-704, the limited liability company only continues after dissolution for the purpose of winding up. |
|
| (2) |
In winding up the limited liability company's activities and affairs, a limited liability company:
| (a) |
shall discharge the limited liability company's debts, obligations, and other liabilities, settle and close the limited liability company's activities and affairs, and marshal and distribute the assets of the limited liability company; and |
| (b) |
may:
| (i) |
deliver to the division for filing a statement of dissolution stating the name of the limited liability company and that the limited liability company is dissolved; |
| (ii) |
preserve the limited liability company activities, affairs, and property as a going concern for a reasonable time; |
| (iii) |
prosecute and defend actions and proceedings, whether civil, criminal, or administrative; |
| (iv) |
transfer the limited liability company's property; |
| (v) |
settle disputes by mediation or arbitration; |
| (vi) |
deliver to the division for filing a statement of termination stating the name of the limited liability company and that the limited liability company is terminated; and |
| (vii) |
perform other acts necessary or appropriate to the winding up. |
|
|
| (3) |
| (a) |
If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities and affairs of the limited liability company. |
| (b) |
If the person does so, the person has the powers of a sole manager under Subsection 48-3a-407(3) and is deemed to be a manager for the purposes of Subsection 48-3a-304(1). |
|
| (4) |
If the legal representative under Subsection (3) declines or fails to wind up the limited liability company's activities and affairs, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this Subsection (4):
| (a) |
has the powers of a sole manager under Subsection 48-3a-407(3) and is deemed to be a manager for the purposes of Subsection 48-3a-304(1); and |
| (b) |
shall promptly deliver to the division for filing an amendment to the limited liability company's certificate of organization stating:
| (i) |
that the limited liability company has no members; |
| (ii) |
the name and street and mailing addresses of the person; and |
| (iii) |
that the person has been appointed pursuant to this subsection to wind up the limited liability company. |
|
|
| (5) |
A court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities and affairs:
| (a) |
upon a petition by a member if the member establishes good cause; |
| (b) |
upon a petition by a transferee if:
| (i) |
the company does not have any members; |
| (ii) |
the legal representative of the last person to have been a member declines or fails to wind up the limited liability company's activities; and |
| (iii) |
within a reasonable time following the dissolution a person has not been appointed pursuant to Subsection (4); or |
|
|
Renumbered and Amended by Chapter
93, 2026 General Session
Amended by Chapter
401, 2023 General Session
Frequently Asked Questions About Utah § 3a-703
What does Utah Code § 3a-703 cover?
Section 3a-703 ("Winding up. (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-703?
A common citation format is "Utah Code § 3a-703" (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-703 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.
