Utah Code § 48-3a-304 : PARTNERSHIP — UTAH REVISED UNIFORM LIMITED LIABILITY COMPANY ACT — RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY —3a-304 - Liability of members and managers TEXT PDF (1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the limited liability company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the limited liability company solely by reason of being or acting as a member or manager. This Subsection (1) applies regardless of the dissolution of the limited liability company. (2) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the limited liability company for a debt, obligation, or other liability of the limited liability company. Utah Code § 48-3a-304 Added by Chapter 412, 2013 General Session ,§ 308, eff. 1/1/2014.