48-2c-602 - Exceptions to limited liability. - Utah Statutes

48-2c-602. Exceptions to limited liability.
The following exceptions to limited liability under Section 48-2c-601 shall apply:
(1) All persons who assume to act as a company without complying with this chapter arejointly and severally liable for all debts and liabilities so incurred, except for debts incurred in thecourse of prefiling activities authorized under Section 48-2c-404.
(2) A member of a company is liable to the company:
(a) for the difference between the amount of the member's contributions to the companywhich have been actually made and the amount which is stated in the operating agreement orother contract as having been made; and
(b) for any unpaid contribution to the company which the member, in the operatingagreement or other contract, agreed to make in the future at the time and on the conditions statedin the operating agreement or other contract.
(3) A member holds as trustee for the company:
(a) specific property which is stated in the operating agreement or other contract ashaving been contributed by the member, if the property was not contributed or it has beenwrongfully or erroneously returned; and
(b) money or other property wrongfully or erroneously paid or conveyed to the member.
(4) Persons engaged in prefiling activities other than those authorized by Section48-2c-404 shall be jointly and severally liable for any debts or liabilities incurred in the course ofthose activities.
(5) (a) This chapter does not alter any law applicable to the relationship between a personrendering professional services and a person receiving those services, including liability arisingout of those professional services.
(b) All persons rendering professional services shall remain personally liable for anyresults of that person's acts or omissions.
(6) When a member has rightfully received a distribution, in whole or in part, of themember's capital account, the member remains liable to the company for any sum, not in excessof the amount of distribution, with interest, necessary to discharge the company's obligations to allcreditors of the company who extended credit in reliance on any representation as to the financialcondition of the company that included the amount so distributed and whose claims arose prior tothe distribution.

Amended by Chapter 193, 2002 General Session