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

   1. (a) has actual knowledge of the fact; or
   2. (b) is deemed to know the fact under Subsection (4)(a) or law other than this chapter.

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

   1. (a) has reason to know the fact from all the facts known to the person at the time in question; or
   2. (b) is deemed to have notice of the fact under Subsection (4)(b).
3. (3) Subject to Sections 16-1a-207 and 16-1a-211, 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. (4) A person not a member is deemed:

   1. (a) to know of a limitation on authority to transfer real property as provided in Subsection 16-20-302(7); and

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

      1. (i) dissolution 90 days after a statement of dissolution under Subsection 16-20-703(2)(b)(i) becomes effective;
      2. (ii) termination 90 days after a statement of termination under Subsection 16-20-703(2)(b)(vi) becomes effective;
      3. (iii) participation in a merger, interest exchange, conversion, or domestication 90 days after a statement of merger, interest exchange, conversion, or domestication under Chapter 1a, Part 7, Merger, Chapter 1a, Part 8, Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10, Domestication, becomes effective; and
      4. (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 Chapter 1a, Part 7, Merger, Chapter 1a, Part 8, Interest Exchange, Chapter 1a, Part 9, Conversion, or Chapter 1a, Part 10, Domestication, becomes effective.

Renumbered and Amended by Chapter 93, 2026 General Session