48-2c-801 - Management structure.
48-2c-801. Management structure.
A company may be managed either by one or more managers, in which case it shall beconsidered to be a "manager-managed company," or it may be managed by all of its members, inwhich case it shall be considered to be a "member-managed company."
(1) The choice of management structure shall be designated in the articles of organizationfor the company. If the articles of organization fail to designate the management structure or donot clearly designate the management structure, management of the company shall be vested in itsmembers.
(2) Unless the operating agreement provides otherwise, a manager-managed companyshall become a member-managed company upon the death, withdrawal, or removal of the soleremaining manager, or if one of the events described in Subsection 48-2c-708(1)(d), (e), or (f)occurs with regard to the sole remaining manager, unless another manager is appointed by themembers within 90 days after the occurrence of any such event.
(3) The dissolution of a company does not alter the authority of the managers ormembers, as the case may be, to wind up the business and affairs of the company.
Amended by Chapter 193, 2002 General Session