48-2c-1303 - Persons authorized to wind up. - Utah Statutes

48-2c-1303. Persons authorized to wind up.
(1) Unless otherwise provided in the operating agreement and except for personsappointed by the court in a judicial dissolution under Sections 48-2c-1211 through 48-2c-1213,the following persons, in the order of priority indicated, shall have the right to wind up thebusiness of a dissolved company:
(a) if the company is manager-managed, first, the existing managers or, second, an agentdesignated by the existing managers or, third, the existing members, or fourth, an agentdesignated by the existing members;
(b) if the company is member-managed, first, the existing members or, second, an agentdesignated by the existing members;
(c) if there are no existing managers or members, first, an agent designated by the lastsurviving member or, second, an agent designated by the successors in interest of the lastsurviving member; or
(d) in any situation not covered by Subsection (1)(a), (b), or (c), a person appointed by acourt of competent jurisdiction upon application of any interested person.
(2) The person who winds up the business and affairs of a dissolved company inconformity with this part:
(a) shall, unless otherwise directed by a court of competent jurisdiction, become a trusteefor the members and creditors of the company and, in that capacity, may sell or distribute anycompany property discovered after dissolution, convey real estate, and take any other necessaryaction on behalf of and in the name of the company; and
(b) shall not be personally liable to anyone by reason of that person's actions in windingup the company except for damages resulting from the person's gross negligence or willfulmisconduct.

Enacted by Chapter 260, 2001 General Session