§ 48-3a-211. Certificate of good standing or registration.

(1) On request of any person, the division shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company.

(2) A certificate under Subsection (1) must state:

(a) the limited liability company's name or the registered foreign limited liability company's name used in this state;

(b) in the case of a limited liability company:

(i) that a certificate of organization has been filed and has taken effect;

(ii) the date the certificate of organization became effective;

(iii) the period of the limited liability company's duration if the records of the division reflect that its period of duration is less than perpetual; and

(iv) that:

(A) no statement of dissolution, statement of administrative dissolution, or statement of termination has been filed;

(B) the records of the division do not otherwise reflect that the company has been dissolved or terminated; and

(C) a proceeding is not pending under Section 48-3a-708;

(c) in the case of a registered foreign limited liability company, that it is registered to do business in this state;

(d) that all fees, taxes, interest, and penalties owed to this state by the limited liability company or foreign limited liability company and collected through the division have been paid, if:

(i) payment is reflected in the records of the division; and

(ii) nonpayment affects the good standing or registration of the limited liability company or foreign limited liability company;

(e) that the most recent annual report required by Section 48-3a-212 has been delivered to the division for filing; and

(f) other facts reflected in the records of the division pertaining to the limited liability company or foreign limited liability company which the person requesting the certificate reasonably requests.

(3) Subject to any qualification stated in the certificate, a certificate issued by the division under Subsection (1) may be relied upon as conclusive evidence of the facts stated in the certificate.

Enacted by Chapter 412, 2013 General Session