N.D. Cent. Code § 10-32.1-05

Current through the 2023 Legislative Sessions

Section 10-32.1-05 - Application to existing relationships

1. On or after July 1, 2015, a limited liability company may not be formed under chapter 10-32.

2. Before January 1, 2016, this chapter governs only:

a. A limited liability company formed on or after July 1, 2015; and

b. Except as otherwise provided in subsection 3, a limited liability company formed before July 1, 2015, which elects, in the manner provided in its articles of organization, operating agreement or bylaws for amending the operating agreement, to be subject to this chapter.

3. Except as otherwise provided in subsection 4, on and after January 1, 2016, this chapter governs all limited liability companies.

4. For the purposes of applying this chapter to a limited liability company formed before July 1, 2015:

a. The articles of organization of the limited liability company under chapter 10-32 at the time the limited liability company becomes subject to this chapter are deemed to be the articles of organization of the limited liability company; and

b. For the purposes of applying subsection 35 of section 10-32.1-02, and subject to subsection 4 of section 10-32.1-15, the language in the articles of organization, and any bylaws, operating agreement, or member control agreement, or any combination of those documents of a limited liability company formed before July 1, 2015, that becomes subject to this chapter will operate as if that language were in the operating agreement of the limited liability company when it becomes subject to this chapter; and

c. Subject to the operating agreement of the limited liability company:

(1) The limited liability company shall keep the records specified in subdivision k of subsection 1 of section 10-32-51, at the principal executive office of the limited liability company, or at another place or places within the United States as determined under subsection 1 of section 10-32-51, before the limited liability company became subject to this chapter;

(2) For the purpose of applying paragraph 1, subsections 3 and 4 of section 10-32-56, continue to apply to the limited liability company as if those provisions had not been repealed;

(3) Subsection 1 of section 10-32.1-30, does not apply to the limited liability company;

(4) The profits and losses of the limited liability company are to be allocated among the members, and among classes and series of members, in proportion to the value of the contributions of the members reflected in the records required by paragraph 1;

(5) The voting power of each membership interest is in proportion to the value of the contributions of the members reflected in the records required by paragraph 1;

(6) Distributions of cash or other assets of the limited liability company, including distributions on the dissolution of the limited liability company, must be allocated in proportion to the value of the contributions of the members reflected in the records required by paragraph 1;

(7) Subdivision a of subsection 1 and subsections 2 and 3 of 10-32-54 and section 10-32-55 continue to apply to the limited liability company as if those provisions had not been repealed; and

(8) For the purpose of applying paragraph 7, subsection 1 of section 10-32-40.1 continues to apply to the limited liability company as if that provision had not been repealed.

N.D.C.C. § 10-32.1-05

Added by S.L. 2015, ch. 87 (HB 1136),§ 19, eff. 7/1/2015.