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If an LLC (A LLC) in Utah has as the only member as another…

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If an LLC (A LLC)...
If an LLC (A LLC) in Utah has as the only member as another LLC (B LLC). If B LLC failed to renew and has an expired registration as 5/30/2017. Is A LLC not defunct under Utah Code
48-3a-701 (3), because it has had no members for over 90 days?
Submitted: 7 months ago.Category: Business Law
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Answered in 1 minute by:
11/19/2017
Business Lawyer: Legal Eagle, Lawyer replied 7 months ago
Legal Eagle
Legal Eagle, Lawyer
Category: Business Law
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Hello! I am a licensed attorney, admitted to practice in state and federal court. I have a nearly 100% satisfaction rating (click here for more info) so all that means is that you can count on me to help today. Because I want to provide you with the most accurate answer possible, do you mind if I take a moment to review your question?

Please keep in mind that our conversation does not include an attorney-client relationship and this is for general information purposes only.

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Business Lawyer: Legal Eagle, Lawyer replied 7 months ago

Thanks so much for your patience. Based on the statute, if 90 days pass and there are no members, it'll be dissolved; however, if B LLC transfers their interest over to someone else, then it'll not be dissolved. I know that's a short answer to your question, so let me know if you have any additional questions regarding this.

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Customer reply replied 7 months ago
This didn't exactly ask my question, Does B LLC being expired for over 90 days, and still expired create a situation where it can't be an active member in another LLC ( A LLC).
Business Lawyer: Legal Eagle, Lawyer replied 7 months ago

I'm sorry. Let's see if I can clarify your concern. So, B LLC has been dissolved according to UT law, but it owns A LLC. So you're wondering whether because B LLC is dissolved, can it hold A LLC as an asset?

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Customer reply replied 7 months ago
B LLC is expired, and the only member of A LLC. Does the fact that B is expired since 5/30/2017 create a sitution where A LLC has had no member for over 90 days, and would be defunct under Utah law?
Business Lawyer: Legal Eagle, Lawyer replied 7 months ago

I see what you mean. The answer to your question is yes. Since LLCs are a creation of law, they can also be dissolved as a matter of law as well. This is dissimilar to when a natural person dies. If a natural person dies, their estate then becomes the owner of the LLC. If the LLC is dissolved, they don't have an "estate" like a natural person, meaning that A LLC does not have any members until B LLC transfers the property over to someone else. However, at this point, A LLC will be dissolved as a matter of law because its underlying owner is defunct.

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