Chapter 10-32.1 - UNIFORM LIMITED LIABILITY COMPANY ACT

Section 10-32.1-01 - Citation
Section 10-32.1-02 - Definitions
Section 10-32.1-03 - Legal recognition of electronic records and electronic signatures
Section 10-32.1-04 - Knowledge and notice
Section 10-32.1-05 - Application to existing relationships
Section 10-32.1-06 - Reservation of legislative right
Section 10-32.1-07 - Nature, purpose, and duration of a limited liability company
Section 10-32.1-08 - Powers
Section 10-32.1-09 - Governing law
Section 10-32.1-10 - Supplemental principles of law
Section 10-32.1-11 - [See Note] Limited liability company name (§ 10-32.1-11)
Section 10-32.1-12 - Reserved name
Section 10-32.1-13 - Operating agreement - Scope - Function - Limitations
Section 10-32.1-14 - Operating agreement effect on a limited liability company and persons becoming members - Preformation agreement
Section 10-32.1-15 - Operating agreement - Effect on third parties and relationship to records effective on behalf of a limited liability company
Section 10-32.1-16 - Registered office and registered agent
Section 10-32.1-17 - Change of registered office or registered agent
Section 10-32.1-18 - Resignation of registered agent
Section 10-32.1-19 - Service of process on a limited liability company, foreign limited liability company, and nonresident managers and governors
Section 10-32.1-20 - Formation of a limited liability company - Articles of organization
Section 10-32.1-21 - Amendment or restatement of articles of organization
Section 10-32.1-22 - Signing and filing pursuant to a judicial order
Section 10-32.1-23 - No agency power of a member as a member
Section 10-32.1-24 - Statement of authority
Section 10-32.1-25 - Statement of denial
Section 10-32.1-26 - Liability of members, managers, and governors
Section 10-32.1-27 - Becoming a member
Section 10-32.1-28 - Form of contribution
Section 10-32.1-29 - Liability for contributions
Section 10-32.1-30 - Sharing of and right to distributions before dissolution
Section 10-32.1-30.1 - Sharing of profits and loss
Section 10-32.1-31 - Limitations on distribution
Section 10-32.1-32 - Liability for improper distributions
Section 10-32.1-33 - Direct action by a member
Section 10-32.1-34 - Derivative action
Section 10-32.1-35 - Proper plaintiff
Section 10-32.1-36 - Pleading
Section 10-32.1-37 - Special litigation committee
Section 10-32.1-38 - Proceeds and expenses
Section 10-32.1-39 - Management of a limited liability company
Section 10-32.1-40 - Indemnification and insurance
Section 10-32.1-41 - Standards of conduct for members, managers, and governors
Section 10-32.1-42 - Right of members, managers, governors, and dissociated members to information
Section 10-32.1-43 - Nature of a transferable interest
Section 10-32.1-44 - Transfer of a transferable interest
Section 10-32.1-45 - Charging order
Section 10-32.1-46 - Power of the personal representative of a deceased member
Section 10-32.1-47 - Power of a member to dissociate - Wrongful dissociation
Section 10-32.1-48 - Events causing dissociation
Section 10-32.1-49 - Effect of the dissociation of a person as member
Section 10-32.1-50 - Events causing dissolution
Section 10-32.1-51 - Winding up
Section 10-32.1-52 - Known claims against a dissolved limited liability company
Section 10-32.1-53 - Other claims against a dissolved limited liability company
Section 10-32.1-54 - Distribution of assets in winding up limited liability activities of the company
Section 10-32.1-55 - Merger, conversion, and domestication - Definitions
Section 10-32.1-56 - Merger and exchange
Section 10-32.1-57 - Action on a plan of merger or exchange by a constituent limited liability company
Section 10-32.1-58 - Filings required for a merger or exchange - Effective date
Section 10-32.1-59 - Effect of a merger
Section 10-32.1-60 - Effect of an exchange
Section 10-32.1-61 - Conversion
Section 10-32.1-62 - Plan of conversion
Section 10-32.1-63 - Plan approval and amendment
Section 10-32.1-64 - Articles of conversion
Section 10-32.1-65 - Abandonment of a conversion
Section 10-32.1-66 - Effective date of conversion - Effect
Section 10-32.1-67 - Domestication
Section 10-32.1-68 - Action on a plan of domestication by a domesticating limited liability company
Section 10-32.1-69 - Filings required for domestication - Effective date
Section 10-32.1-70 - Effect of domestication
Section 10-32.1-71 - Restrictions on approval of mergers, exchanges, conversions, and domestications
Section 10-32.1-72 - Foreign limited liability company - Governing law
Section 10-32.1-73 - Foreign limited liability company - Name
Section 10-32.1-74 - Foreign limited liability company - Admission of foreign limited liability company - Transacting business - Obtaining licenses and permits
Section 10-32.1-75 - Foreign limited liability company - Application for a certificate of authority
Section 10-32.1-76 - Foreign limited liability company - Issuance of a certificate of authority
Section 10-32.1-77 - Foreign limited liability company - Amendments to a certificate of authority
Section 10-32.1-78 - Foreign limited liability company - Registered agent - Registered office
Section 10-32.1-79 - Foreign limited liability company - Merger of a foreign limited liability company authorized to transact business in this state
Section 10-32.1-80 - Foreign limited liability company - Conversion of a foreign limited liability authorized to transact business in this state
Section 10-32.1-81 - Foreign limited liability company - Certificate of withdrawal
Section 10-32.1-82 - Foreign limited liability company - Transactions not constituting transacting business
Section 10-32.1-83 - Foreign limited liability company - Service of process on a foreign limited liability company
Section 10-32.1-84 - Foreign limited liability company - Effect of failure to have a certificate of authority
Section 10-32.1-85 - Secretary of state - Powers - Enforcement
Section 10-32.1-86 - Secretary of state - Filing of records with secretary of state - Effective date
Section 10-32.1-87 - Secretary of state - Liability for inaccurate information in a filed record
Section 10-32.1-88 - Secretary of state - Correcting a filed record
Section 10-32.1-89 - Secretary of state - Annual report to the secretary of state
Section 10-32.1-90 - Secretary of state - Involuntary termination - Revocation of certificate of authority
Section 10-32.1-91 - Secretary of state - Reinstatement following an involuntary termination or revocation of authority - Appeals
Section 10-32.1-92 - [See Note] Secretary of state - Fees and charges (§ 10-32.1-92)
Section 10-32.1-93 - Secretary of state - Certificate of existence and authorization
Section 10-32.1-94 - Secretary of state - Certificates and certified copies to be received in evidence
Section 10-32.1-95 - Secretary of state - Confidential records
Section 10-32.1-96 - Secretary of state - Forms
Section 10-32.1-97 - Attorney general - State interested in a proceeding
Section 10-32.1-98 - Attorney general - Action by the attorney general
Section 10-32.1-99 - Uniformity of application and construction
Section 10-32.1-100 - Relation to Electronic Signatures in Global and National Commerce Act
Section 10-32.1-101 - Savings clause
Section 10-32.1-102 - Series of members, managers, transferable interests or assets - General powers of series - Governing authority - Distributions - Termination of series