Ask a question on the site
Questions
Lawyers
Blogs
Legislation
Contacts
Become a lawyer
Login Registration
Article 1 - General Provisions
§ 79-29-101. Short title - This chapter shall be known and may be cited as...
§ 79-29-103. Reservation of power to amend or repeal - Any provision of this chapter may be altered from time...
§ 79-29-105. Definitions - As used in this chapter, unless the context otherwise requires:...
§ 79-29-119. Governing law - The law of this state governs: The internal affairs of...
§ 79-29-121. Business transactions of member or manager with the limited liability company - A member or manager may lend money to and transact...
§ 79-29-123. General standards of conduct and construction and application of certificate of formation and operating agreement; scope, function, and limitations - 1. In good faith and with fair dealing; 2. With...
§ 79-29-127. Taxation - Domestic limited liability companies and foreign limited liability companies shall...
Article 2 - Formation, Certificate of Formation
§ 79-29-209. Amendment or dissolution by judicial act - If a person required by this Article 2 to sign...
§ 79-29-213. Correction of filings made with the Secretary of State - In the event that a manager or member becomes aware...
§ 79-29-217. Notice - Certificates of formation and all other documents properly filed and...
§ 79-29-223. Action on an agreement of merger - In the case of a limited liability company that is...
§ 79-29-225. Certificate of merger - After an agreement of merger has been adopted and approved...
§ 79-29-231. Appraisal rights - 1. Where the form must be sent and where certificates...
§ 79-29-233. Action on an agreement to sell, lease, exchange or otherwise dispose of assets - In the case of a limited liability company that is...
Article 3 - Members
§ 79-29-303. Withdrawal of member and expulsion of member - A member may withdraw from a limited liability company only...
§ 79-29-305. Management of limited liability company - The management of a limited liability company shall be vested...
Article 4 - Management
§ 79-29-403. Reliance on reports and information - A member, manager, officer or liquidating trustee of a limited...
§ 79-29-407. Resignation of manager - An operating agreement may provide that a manager may resign...
Article 5 - Finance
§ 79-29-501. Form of contribution - The contribution of a member may be in cash, property,...
§ 79-29-505. Sharing of profits and losses - The profits and losses of a limited liability company shall...
§ 79-29-507. Sharing of distributions - Distributions of cash or other assets of a limited liability...
§ 79-29-509. Defense of usury not available - No obligation of a member, manager or officer of a...
Article 6 - Distributions
§ 79-29-601. Distributions generally and interim distributions - For purposes of this article, except for Section 79-29-611(1) which...
§ 79-29-603. Distribution upon withdrawal of member - Except as provided in this article, upon withdrawal any withdrawing...
§ 79-29-605. Distribution in kind - A member, regardless of the nature of the person's contribution,...
§ 79-29-607. Right to distribution - Subject to Sections 79-29-609 and 79-29-813, at the time a...
§ 79-29-609. Limitations on distribution - For purposes of this section, the term "distribution" shall not...
Article 7 - Assignment of Financial Interests
§ 79-29-701. Nature of financial interest in a limited liability company - A financial interest in a limited liability company is intangible...
§ 79-29-711. Enforceability of limitations on assignments of financial interests - Sections 75-9-406 and 75-9-408 do not apply to a member's...
Article 8 - Dissolution
§ 79-29-803. Judicial dissolution - The court shall describe the powers and duties of the...
§ 79-29-807. Safekeeping by State Treasurer - Assets of a dissolved limited liability company that should be...
§ 79-29-813. Distribution of assets - If there are sufficient assets, such claims and obligations shall...
§ 79-29-815. Trustees or receivers for limited liability companies; appointment; powers; duties - When the certificate of formation of any limited liability company...
§ 79-29-821. Grounds for administrative dissolution - The Secretary of State may commence a proceeding under Section...
§ 79-29-829. Revocation of dissolution - Notwithstanding the occurrence of an event set forth in Section...
Article 9 - Professional Limited Liability Companies
§ 79-29-901. Applicability of remaining articles of chapter - The other provisions of this chapter apply to professional limited...
§ 79-29-902. Article definitions - As used in this article, unless the context requires otherwise:...
§ 79-29-915. Cancellation of disqualified membership interests - If the membership interest of a disqualified person is not...
§ 79-29-919. Privileged communications - A privilege applicable to communications between an individual rendering professional...
§ 79-29-922. Termination of professional activities - If a professional limited liability company ceases to render professional...
§ 79-29-923. Judicial dissolution - The Attorney General may commence a proceeding under Section 79-29-803...
§ 79-29-925. Application for certificate of authority - The application of a foreign professional limited liability company for...
§ 79-29-926. Revocation of certificate of authority - The Secretary of State may administratively revoke the certificate of...
§ 79-29-930. Rulemaking by licensing authority - Each licensing authority is empowered to promulgate rules expressly authorized...
§ 79-29-931. Licensing authority's regulatory jurisdiction - This article does not restrict the jurisdiction of a licensing...
Article 10 - Foreign Limited Liability Companies
§ 79-29-1003. Registrations; application to register foreign limited liability companies - The person signing the application shall state the person's name,...
§ 79-29-1005. Issuance of registration - If the Secretary of State finds that an application for...
§ 79-29-1007. Name - A foreign limited liability company shall register with the Secretary...
§ 79-29-1009. Changes and amendments - If any statement, arrangements or other facts described in the...
§ 79-29-1017. Action by Attorney General - The Attorney General may bring an action to restrain a...
§ 79-29-1019. Execution; liability - Section 79-29-207(4) shall be applicable to foreign limited liability companies...
Article 11 - Derivative Actions
§ 79-29-1101. Right to bring action - A member or an owner of a financial interest may...
§ 79-29-1103. Proper plaintiff - In a derivative action, the plaintiff must be a member...
§ 79-29-1105. Complaint - In a derivative action, the complaint shall set forth with...
§ 79-29-1107. Stay of proceedings - If the limited liability company commences an inquiry into the...
§ 79-29-1111. Discontinuance or settlement - A derivative proceeding may not be discontinued or settled without...
§ 79-29-1115. Applicability to foreign limited liability companies - In any derivative proceeding brought in the courts of this...
Article 12 - Miscellaneous
§ 79-29-1205. Severability - If any provision of this chapter or its application to...
§ 79-29-1207. Powers of the Secretary of State - The Secretary of State shall have the powers reasonably necessary...
§ 79-29-1209. Relation to Electronic Signatures in Global and National Commerce Act - This chapter modifies, limits, and supersedes the federal Electronic Signatures...
§ 79-29-1211. Enforceability of written agreements to choose forum, authorize arbitration and to choose prescribed manner of service of process - In a written operating agreement or other writing, a manager,...
Article 13 - Transition Provisions
§ 79-29-1301. Applicability upon effective date - On or after January 1, 2011, this chapter applies to:...
§ 79-29-1305. Early adoption of this chapter by existing limited liability company - A domestic limited liability company formed before January 1, 2011,...
§ 79-29-1307. Early adoption of chapter by registered foreign limited liability company - A foreign limited liability company registered with the Secretary of...
§ 79-29-1309. Applicability to existing limited liability companies - On or after January 1, 2012, such date referred to...
§ 79-29-1311. Applicability to certain acts, contracts, and transactions - All of the provisions of this chapter govern the acts,...
§ 79-29-1313. Indemnification - Section 79-29-123 governs any proposed indemnification by a limited liability...
§ 79-29-1317. Maintenance of prior action - Except as expressly provided by this article, this chapter does...