CHAPTER 47-34A

UNIFORM LIMITED LIABILITY COMPANY ACT

ARTICLE 1. GENERAL PROVISIONS.

47-34A-101    Definitions.

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-105    Name.

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 Repealed by SL 2008, ch 275, § 74.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-202.1    Organization.

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-901    Definitions.

47-34A-902    Merger.

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-906    Conversion.

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-910    Domestication.

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-1010    Domestication.

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-1104    Pleading.

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.