48-2c-410 - Transfer to other jurisdiction. - Utah Statutes

48-2c-410. Transfer to other jurisdiction.
(1) Any domestic company may transfer to or domesticate in any jurisdiction besides thisstate that permits the transfer to or domestication in such jurisdiction of a limited liabilitycompany by delivering to the division for filing articles of transfer meeting the requirements ofSubsection (2) if such transfer is approved by the members as provided in the company'soperating agreement or, if the operating agreement does not so provide, by all of the members.
(2) The articles of transfer shall state:
(a) the name of the company;
(b) the date of filing of the company's original articles of organization with the division;
(c) the jurisdiction to which the company shall be transferred or in which it shall bedomesticated;
(d) the future effective date, which shall be a date certain, of the transfer ordomestication if it is not to be effective upon the filing of the articles of transfer;
(e) that the transfer or domestication has been approved by the members;
(f) that the existence of the company as a domestic company of this state shall ceasewhen the articles of transfer become effective;
(g) the agreement of the company that it may be served with process in this state in anyproceeding for enforcement of any obligation of the company arising while it was a companyunder the laws of this state; and
(h) if the company does not apply for authority to transact business in this state as aforeign company pursuant to Section 48-2c-1604, then the address to which a copy of service ofprocess may be made under Subsection (2)(g).
(3) When the articles of transfer are filed with the division, or upon the future, delayedeffective date of the articles of transfer, and payment to the division of all fees prescribed underthis chapter, the company shall cease to exist as a domestic company of this state. Thereafter,any certificate of the division as to the transfer shall be prima facie evidence of the transfer ordomestication by the company out of this state.
(4) Transfer or domestication of a company out of this state in accordance with thissection and the resulting cessation of its existence as a domestic company of this state shall notbe considered to affect any obligations or liabilities of the company incurred prior to the transferor domestication or the personal liability of any person incurred prior to the transfer ordomestication, including, but not limited to, any taxes owing to this state, nor shall it beconsidered to affect the choice of law applicable to the company with respect to matters arisingprior to such transfer or domestication.

Amended by Chapter 43, 2010 General Session