{"data":{"id":"us-ut/utah-code-16-20-109","jurisdiction":"us-ut","citation":"Utah Code § 16-20-109","heading":"Operating agreement -- Effect on third parties and relationship to records effective on behalf of limited liability company.","body":"(1)\n(a) An operating agreement may specify that the operating agreement's amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition.\n(b) An amendment is ineffective if the amendment's adoption does not include the required approval or satisfy the specified condition.\n(2)\n(a) The obligations of a limited liability company and the limited liability company's 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.\n(b) Subject only to a court order issued under Subsection 16-20-503(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:\n(i) 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\n(ii) 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.\n(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 Section 16-20-107 if contained in the operating agreement, the provision is ineffective in the record.\n(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:\n(a) the operating agreement prevails as to members, persons dissociated as members, transferees, and managers; and\n(b) the record prevails as to other persons to the extent the persons reasonably rely on the record.","path":["Title 16 Business Entities","Chapter 16-20 Utah Revised Uniform Limited Liability Company Act","Part 16-20-1 General Provisions"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter20/16-20-S109.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-10-08T05:55:33Z","sha256":"38591482cca6ee7d41355aedcac81692e518f88f80b4d323e05b3724ba9c8e53","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-20-108","next":"us-ut/utah-code-16-20-110"},"notice":"GroundRules: Original legal text. Not legal advice."}