UNIFORM LIMITED LIABILITY COMPANY ACT
ARTICLE 1. GENERAL PROVISIONS.
47-34A-102 47-34A-102. Reserved
47-34A-103 Operating agreement--Scope--Limitations.
47-34A-103.1 Effect of records that conflict with § 47-34A-103 or operating agreement.
47-34A-104 Supplemental principles of law.
47-34A-106 Reserved name.
47-34A-107 Registration of name--Procedure.
47-34A-108 47-34A-108 to 47-34A-111. Repealed by SL 2008, ch 275, § 74.
47-34A-112 Nature of business and powers.
47-34A-113 Governing Law.
47-34A-114 Freedom of contract.
ARTICLE 2. ORGANIZATION.
47-34A-201 Limited liability company as legal entity.
47-34A-202.2 Certificate of organization.
47-34A-203 [Effective on Nov. 15, 2020] Articles of organization.
47-34A-204 Amendment or restatement of articles of organization.
47-34A-205 Signing of records.
47-34A-206 Filing in Office of Secretary of State.
47-34A-207 Correcting filed record.
47-34A-208 Certificate of existence or authorization.
47-34A-209 47-34A-209. Reserved
47-34A-210 Failure or refusal to sign record.
47-34A-211 Annual report for secretary of state.
47-34A-212 [Effective on Nov. 15, 2020] Fees.
ARTICLE 3. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY.
47-34A-301 Agency of members and managers.
47-34A-302 Limited liability company liable for member's or manager's actionable conduct.
47-34A-303 Liability of members and managers.
ARTICLE 4. RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY.
47-34A-401 Becoming a member.
47-34A-401.1 Form of contribution.
47-34A-402 Liability for contributions.
47-34A-403 Member's and manager's rights to payments and reimbursement.
47-34A-404.1 Management of limited liability company.
47-34A-404.2 Classes and voting.
47-34A-405 Sharing of and right to distributions.
47-34A-406 Limitations on distributions.
47-34A-407 Liability for improper distributions.
47-34A-408 Members' and managers' right to information.
47-34A-409 General standards of member's and manager's conduct.
47-34A-410 Actions by members.
47-34A-411 Good faith reliance upon information.
ARTICLE 5. TRANSFEREES AND CREDITORS OF MEMBER.
47-34A-501 Member's distributional interest.
47-34A-502 Transfer of distributional interest.
47-34A-503 Rights of a transferee.
47-34A-504 Rights of creditor.
ARTICLE 6. MEMBER'S DISSOCIATION.
47-34A-601 Events causing a member's dissociation.
47-34A-602 Member's power to dissociate; wrongful dissociation.
47-34A-603 Effect of a member's dissociation.
47-34A-604 Dissociated member's power to bind limited liability company.
47-34A-605 State of dissociation.
ARTICLE 7. SERIES LIMITED LIABILITY COMPANIES.
47-34A-701 Series of members, managers, or limited liability company interests permitted.
47-34A-702 Liability of series for debts of limited liability company or other series.
47-34A-703 Name of series.
47-34A-704 Formation of series—Amendment to certificate of designation—Dissolution of series—Registered agent and office.
47-34A-705 Rights, powers, and duties relating to series governed by operating agreement.
47-34A-706 Activities of series in foreign jurisdiction--Registration of series authorized in foreign jurisdiction.
47-34A-707 Requirements for application for certificate of designation.
ARTICLE 8. WINDING UP COMPANY'S BUSINESS.
47-34A-801 Events causing dissolution and winding up of company's business.
47-34A-802 Limited liability company continues after dissolution.
47-34A-803 Right to wind up the limited liability company's business.
47-34A-804 Member's or manager's power and liability as agent after dissolution.
47-34A-805 Articles of termination.
47-34A-806 Distribution of assets in winding up the limited liability company's business.
47-34A-807 Known claims against dissolved limited liability company.
47-34A-808 Notice--Other claims against dissolved limited liability company.
47-34A-809 Grounds for administrative dissolution.
47-34A-810 Procedure for and effect of administrative dissolution.
47-34A-811 Reinstatement following administrative dissolution.
47-34A-812 Appeal from denial of reinstatement.
ARTICLE 9. MERGER, CONVERSION, AND DOMESTICATION.
47-34A-903 Action on plan of merger by constituent limited liability company.
47-34A-904 Filings required for merger--Effective date.
47-34A-905 Effect of merger.
47-34A-907 Action on plan of conversion by converting limited liability company.
47-34A-908 Filings required for conversion--Effective date.
47-34A-909 Effect of conversion.
47-34A-911 Action on plan of domestication by domesticating limited liability company.
47-34A-912 Filings required for domestication--Effective date.
47-34A-913 Effect of domestication.
47-34A-914 Restrictions on approval of mergers, conversions, and domestications.
47-34A-915 Article not exclusive.
ARTICLE 10. FOREIGN LIMITED LIABILITY COMPANIES.
47-34A-1001 Law governing foreign limited liability companies.
47-34A-1002 [Effective on Nov. 15, 2020] Application for certificate of authority.
47-34A-1003 Activities not constituting transacting business.
47-34A-1004 Filing of certificate of authority.
47-34A-1005 Noncomplying name of foreign limited liability company.
47-34A-1006 Revocation of certificate of authority.
47-34A-1007 Cancellation of certificate of authority.
47-34A-1008 Effect of failure to obtain certificate of authority.
47-34A-1009 Action by attorney general.
47-34A-1011 Plan of domestication.
47-34A-1012 Action on plan of domestication by a domestic limited liability company.
47-34A-1013 Articles of domestication.
47-34A-1014 Surrender of articles of organization upon domestication.
47-34A-1015 Effect of domestication.
47-34A-1016 Abandonment of domestication.
ARTICLE 11. DERIVATIVE ACTIONS.
47-34A-1101 Direct action by member.
47-34A-1102 Derivative action.
47-34A-1103 Proper plaintiff.
47-34A-1105 Special litigation committee.
47-34A-1106 Proceeds and expenses.
ARTICLE 12. MISCELLANEOUS PROVISIONS.
47-34A-1201 Uniformity of application and construction.
47-34A-1202 Short title.
47-34A-1203 47-34A-1203, 47-34A-1204. Reserved.
47-34A-1205 Limited liability company--Organization--Effective date.
47-34A-1206 [Effective on Nov. 15, 2020] Fees.
47-34A-1206.1 Filing of documents with secretary of state.
47-34A-1207 Savings clause.