UNIFORM LIMITED LIABILITY COMPANY ACT
ARTICLE 1. GENERAL PROVISIONS.
Effect of records that conflict with § 47-34A-103 or operating agreement.
Supplemental principles of law.
Registration of name--Procedure.
to 47-34A-111. Repealed.
Nature of business and powers.
Freedom of contract.
ARTICLE 2. ORGANIZATION.
Limited liability company as legal entity.
Certificate of organization.
Articles of organization.
Amendment or restatement of articles of organization.
Signing of records.
Filing in Office of Secretary of State.
Correcting filed record.
Certificate of existence or authorization.
Failure or refusal to sign record.
Annual report for secretary of state.
ARTICLE 3. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING
WITH LIMITED LIABILITY COMPANY.
Agency of members and managers.
Limited liability company liable for member's or manager's actionable conduct.
Liability of members and managers.
ARTICLE 4. RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED
Becoming a member.
Form of contribution.
Liability for contributions.
Member's and manager's rights to payments and reimbursement.
Management of limited liability company.
Classes and voting.
Sharing of and right to distributions.
Limitations on distributions.
Liability for improper distributions.
Members' and managers' right to information.
General standards of member's and manager's conduct.
Actions by members.
Good faith reliance upon information.
ARTICLE 5. TRANSFEREES AND CREDITORS OF MEMBER.
Member's distributional interest.
Transfer of distributional interest.
Rights of a transferee.
Rights of creditor.
ARTICLE 6. MEMBER'S DISSOCIATION.
Events causing a member's dissociation.
Member's power to dissociate; wrongful dissociation.
Effect of a member's dissociation.
Dissociated member's power to bind limited liability company.
State of dissociation.
ARTICLE 7. RESERVED.
ARTICLE 8. WINDING UP COMPANY'S BUSINESS.
Events causing dissolution and winding up of company's business.
Limited liability company continues after dissolution.
Right to wind up the limited liability company's business.
Member's or manager's power and liability as agent after dissolution.
Articles of termination.
Distribution of assets in winding up the limited liability company's business.
Known claims against dissolved limited liability company.
Notice--Other claims against dissolved limited liability company.
Grounds for administrative dissolution.
Procedure for and effect of administrative dissolution.
Reinstatement following administrative dissolution.
Appeal from denial of reinstatement.
ARTICLE 9. MERGER, CONVERSION, AND DOMESTICATION.
Action on plan of merger by constituent limited liability company.
Filings required for merger--Effective date.
Effect of merger.
Action on plan of conversion by converting limited liability company.
Filings required for conversion--Effective date.
Effect of conversion.
Action on plan of domestication by domesticating limited liability company.
Filings required for domestication--Effective date.
Effect of domestication.
Restrictions on approval of mergers, conversions, and domestications.
Article not exclusive.
ARTICLE 10. FOREIGN LIMITED LIABILITY COMPANIES.
Law governing foreign limited liability companies.
Application for certificate of authority.
Activities not constituting transacting business.
Filing of certificate of authority.
Noncomplying name of foreign limited liability company.
Revocation of certificate of authority.
Cancellation of certificate of authority.
Effect of failure to obtain certificate of authority.
Action by attorney general.
Plan of domestication.
Action on plan of domestication by a domestic limited liability company.
Articles of domestication.
Surrender of articles of organization upon domestication.
Effect of domestication.
Abandonment of domestication.
ARTICLE 11. DERIVATIVE ACTIONS.
Direct action by member.
Special litigation committee.
Proceeds and expenses.
ARTICLE 12. MISCELLANEOUS PROVISIONS.
Uniformity of application and construction.
, 47-34A-1204. Reserved.
Limited liability company--Organization--Effective date.
Filing of documents with secretary of state.
Get Chapter 47-34A