§ 48-3a-103. Knowledge -- Notice.

(1) A person knows a fact if the person:

(a) has actual knowledge of it; or

(b) is deemed to know it under Subsection (4)(a) or law other than this chapter.

(2) A person has notice of a fact if the person:

(a) has reason to know the fact from all the facts known to the person at the time in question; or

(b) is deemed to have notice of the fact under Subsection (4)(b).

(3) Subject to Subsection 48-3a-209(6), a person notifies another person of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not those steps cause the other person to know the fact.

(4) A person not a member is deemed:

(a) to know of a limitation on authority to transfer real property as provided in Subsection 48-3a-302(7); and

(b) to have notice of a limited liability company's:

(i) dissolution 90 days after a statement of dissolution under Subsection 48-3a-703(2)(b)(i) becomes effective;

(ii) termination 90 days after a statement of termination under Subsection 48-3a-703(2)(b)(vi) becomes effective;

(iii) participation in a merger, interest exchange, conversion, or domestication 90 days after a statement of merger, interest exchange, conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective; and

(iv) abandonment of a merger, interest exchange, conversion, or domestication 90 days after a statement of abandonment of merger, interest exchange, conversion, or domestication under Part 10, Merger, Interest Exchange, Conversion, and Domestication, becomes effective.

Enacted by Chapter 412, 2013 General Session