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Part 1. General Provisions
35-8-101. Short title - 35-8-101. Short title. This chapter may be cited as the...
35-8-102. Definitions - 35-8-102. Definitions. As used in this chapter, unless the context...
35-8-103. Name - 35-8-103. Name. (1) (a) The name of each limited liability...
35-8-104. Reservation of name - 35-8-104. Reservation of name. (1) The exclusive right to use...
35-8-105. Repealed - 35-8-105. Repealed. Secs. 68, 70, Ch. 240, L. 2007. History:...
35-8-106. Purpose - 35-8-106. Purpose. (1) A limited liability company organized under 35-8-201...
35-8-107. Powers -- scope - 35-8-107. Powers -- scope. (1) A limited liability company may:...
35-8-108. Registered name of foreign limited liability company -- registration renewal - 35-8-108. Registered name of foreign limited liability company -- registration...
35-8-109. Effect of operating agreement -- nonwaivable provisions - 35-8-109. Effect of operating agreement -- nonwaivable provisions. (1) Except...
35-8-110. Purpose -- supplemental principles of law -- interest rate - 35-8-110. Purpose -- supplemental principles of law -- interest rate....
35-8-111. Uniformity of application and construction - 35-8-111. Uniformity of application and construction. Unless otherwise provided in...
Part 2. Formation
35-8-201. Formation - 35-8-201. Formation. (1) One or more persons may form a...
35-8-202. Articles of organization - 35-8-202. Articles of organization. (1) The articles of organization must...
35-8-203. Amendment of articles of organization -- restatement - 35-8-203. Amendment of articles of organization -- restatement. (1) The...
35-8-204. Execution of documents - 35-8-204. Execution of documents. (1) Unless otherwise specified in this...
35-8-205. Filing with secretary of state - 35-8-205. Filing with secretary of state. (1) The articles of...
35-8-206. Effect of filing articles of organization - 35-8-206. Effect of filing articles of organization. (1) A limited...
35-8-207. Filing of facsimile copy - 35-8-207. Filing of facsimile copy. (1) The secretary of state...
35-8-208. Annual report for secretary of state - 35-8-208. Annual report for secretary of state. (1) A limited...
35-8-209. Administrative dissolution -- rules - 35-8-209. Administrative dissolution -- rules. (1) A domestic limited liability...
35-8-210. Repealed - 35-8-210. Repealed. Sec. 36, Ch. 26, L. 2011. History: En....
35-8-211. Fees for filing, copying, and services - 35-8-211. Fees for filing, copying, and services. (1) The secretary...
35-8-212. Filing fees - 35-8-212. Filing fees. (1) In addition to the filing fee...
35-8-213. and 35-8-214 reserved - 35-8-213 and 35-8-214 reserved.
35-8-215. Correcting filed record - 35-8-215. Correcting filed record. (1) A limited liability company or...
35-8-216. Certificate of existence or authority - 35-8-216. Certificate of existence or authority. (1) A person may...
35-8-217. Liability for false statement in filed record - 35-8-217. Liability for false statement in filed record. Subject to...
35-8-218. Filing by judicial act - 35-8-218. Filing by judicial act. If a person required by...
35-8-219. Knowledge and notice - 35-8-219. Knowledge and notice. (1) A person knows a fact...
Part 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company
35-8-301. Agency power of members and managers - 35-8-301. Agency power of members and managers. (1) Except as...
35-8-302. Admissions of members and managers - 35-8-302. Admissions of members and managers. (1) Except as provided...
35-8-303. Repealed - 35-8-303. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-304. Liability of members, managers, and series of members to third parties - 35-8-304. Liability of members, managers, and series of members to...
35-8-305. reserved - 35-8-305 reserved.
35-8-306. Limited liability company liability for member's or manager's conduct - 35-8-306. Limited liability company liability for member's or manager's conduct....
35-8-307. Management and voting - 35-8-307. Management and voting. (1) Unless the articles of organization...
35-8-308. and 35-8-309 reserved - 35-8-308 and 35-8-309 reserved.
35-8-310. General standards of member's and manager's conduct - 35-8-310. General standards of member's and manager's conduct. (1) The...
Part 4. Rights and Duties of Members and Managers
35-8-401. Repealed - 35-8-401. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-402. Repealed - 35-8-402. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-403. Repealed - 35-8-403. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-404. Repealed - 35-8-404. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-405. Records and information - 35-8-405. Records and information. (1) Unless otherwise provided in the...
35-8-406. through 35-8-409 reserved - 35-8-406 through 35-8-409 reserved.
35-8-410. Actions by members - 35-8-410. Actions by members. (1) A member may maintain an...
35-8-411. Continuation of term company after expiration of specified term - 35-8-411. Continuation of term company after expiration of specified term....
Part 5. Finance
35-8-501. Contributions to capital - 35-8-501. Contributions to capital. An interest in a limited liability...
35-8-502. Liability for contribution - 35-8-502. Liability for contribution. (1) A promise by a member...
35-8-503. Sharing of profits and losses - 35-8-503. Sharing of profits and losses. (1) Unless otherwise provided...
35-8-504. Member's and manager's rights to payments and reimbursement - 35-8-504. Member's and manager's rights to payments and reimbursement. (1)...
Part 6. Distributions
35-8-601. Sharing of distributions - 35-8-601. Sharing of distributions. Except as provided in 35-8-905, distributions...
35-8-602. Repealed - 35-8-602. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-603. Distribution in kind - 35-8-603. Distribution in kind. Except as provided in the articles...
35-8-604. Distributions - 35-8-604. Distributions. (1) A distribution may not be made if,...
35-8-605. Liability upon wrongful distribution - 35-8-605. Liability upon wrongful distribution. (1) A member or manager...
35-8-606. Right to distribution - 35-8-606. Right to distribution. Subject to 35-8-905, when a member...
Part 7. Ownership and Transfer of Property
35-8-701. Ownership of limited liability company property - 35-8-701. Ownership of limited liability company property. (1) Property transferred...
35-8-702. Transfer of real property - 35-8-702. Transfer of real property. (1) Except as provided in...
35-8-703. Nature of distributional interest - 35-8-703. Nature of distributional interest. (1) A member is not...
35-8-704. Repealed - 35-8-704. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-705. Rights of judgment creditor - 35-8-705. Rights of judgment creditor. (1) On application to a...
35-8-706. Repealed - 35-8-706. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-707. Transfer of distributional interest -- rights of transferee - 35-8-707. Transfer of distributional interest -- rights of transferee. (1)...
Part 8. Admission and Withdrawal of Members
35-8-801. Repealed - 35-8-801. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-802. Repealed - 35-8-802. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-803. Events causing member's dissociation - 35-8-803. Events causing member's dissociation. (1) A member is dissociated...
35-8-804. Member's power to dissociate -- wrongful dissociation - 35-8-804. Member's power to dissociate -- wrongful dissociation. (1) Unless...
35-8-805. Effect of member's dissociation - 35-8-805. Effect of member's dissociation. (1) Upon a member's dissociation:...
35-8-806. and 35-8-807 reserved - 35-8-806 and 35-8-807 reserved.
35-8-808. Company purchase of distributional interest - 35-8-808. Company purchase of distributional interest. (1) A limited liability...
35-8-809. Court action to determine fair value of distributional interest - 35-8-809. Court action to determine fair value of distributional interest....
35-8-810. reserved - 35-8-810 reserved.
35-8-811. Dissociated member's power to bind limited liability company - 35-8-811. Dissociated member's power to bind limited liability company. For...
35-8-812. Statement of dissociation - 35-8-812. Statement of dissociation. (1) A dissociated member or a...
Part 9. Dissolution
35-8-901. Dissolution - 35-8-901. Dissolution. (1) A limited liability company is dissolved and...
35-8-902. Judicial dissolution - 35-8-902. Judicial dissolution. (1) On application by or for a...
35-8-903. Winding up - 35-8-903. Winding up. (1) Except as otherwise provided in the...
35-8-904. Agency power and liability of members or managers after dissolution - 35-8-904. Agency power and liability of members or managers after...
35-8-905. Distribution of assets - 35-8-905. Distribution of assets. Upon the winding up of a...
35-8-906. Articles of termination - 35-8-906. Articles of termination. (1) At any time after dissolution...
35-8-907. Repealed - 35-8-907. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-908. Known claims against dissolved or terminated limited liability companies - 35-8-908. Known claims against dissolved or terminated limited liability companies....
35-8-909. Unknown claims against dissolved or terminated limited liability companies - 35-8-909. Unknown claims against dissolved or terminated limited liability companies....
35-8-910. reserved - 35-8-910 reserved.
35-8-911. Repealed - 35-8-911. Repealed. Secs. 68, 70, Ch. 240, L. 2007. History:...
35-8-912. Reinstatement following administrative dissolution - 35-8-912. Reinstatement following administrative dissolution. (1) A limited liability company...
35-8-913. Appeal from denial of reinstatement - 35-8-913. Appeal from denial of reinstatement. (1) If the secretary...
35-8-914. Involuntary dissolution -- procedure - 35-8-914. Involuntary dissolution -- procedure. (1) A limited liability company...
Part 10. Foreign Limited Liability Companies
35-8-1001. Authority to transact business required - 35-8-1001. Authority to transact business required. (1) A foreign limited...
35-8-1002. Consequences of transacting business without authority - 35-8-1002. Consequences of transacting business without authority. (1) A foreign...
35-8-1003. Application for certificate of authority - 35-8-1003. Application for certificate of authority. A foreign limited liability...
35-8-1004. Repealed - 35-8-1004. Repealed. Secs. 68, 70, Ch. 240, L. 2007. History:...
35-8-1005. Repealed - 35-8-1005. Repealed. Secs. 68, 70, Ch. 240, L. 2007. History:...
35-8-1006. Repealed - 35-8-1006. Repealed. Secs. 68, 70, Ch. 240, L. 2007. History:...
35-8-1007. Amended certificate of authority - 35-8-1007. Amended certificate of authority. (1) A foreign limited liability...
35-8-1008. Effect of certificate of authority - 35-8-1008. Effect of certificate of authority. (1) A certificate of...
35-8-1009. Name - 35-8-1009. Name. A certificate of authority may not be issued...
35-8-1010. Withdrawal of foreign limited liability company - 35-8-1010. Withdrawal of foreign limited liability company. (1) A foreign...
35-8-1011. Grounds for revocation - 35-8-1011. Grounds for revocation. The secretary of state may commence...
35-8-1012. Procedure for and effect of revocation - 35-8-1012. Procedure for and effect of revocation. (1) If the...
35-8-1013. Appeal from revocation - 35-8-1013. Appeal from revocation. (1) A foreign limited liability company...
35-8-1014. Admission of foreign professional limited liability companies -- application -- revocation - 35-8-1014. Admission of foreign professional limited liability companies -- application...
Part 11. Suits by and Against the Limited Liability Company
35-8-1101. Suits by and against limited liability company - 35-8-1101. Suits by and against limited liability company. Suit may...
35-8-1102. Repealed - 35-8-1102. Repealed. Sec. 56, Ch. 302, L. 1999. History: En....
35-8-1103. Repealed - 35-8-1103. Repealed. Secs. 68, 70, Ch. 240, L. 2007. History:...
35-8-1104. Derivative actions -- proper plaintiff -- pleading -- expenses - 35-8-1104. Derivative actions -- proper plaintiff -- pleading -- expenses....
Part 12. Merger
35-8-1201. Merger - 35-8-1201. Merger. (1) Pursuant to a plan of merger approved...
35-8-1202. Articles of merger - 35-8-1202. Articles of merger. (1) After approval of the plan...
35-8-1203. Effect of merger - 35-8-1203. Effect of merger. (1) When a merger takes effect:...
35-8-1204. reserved - 35-8-1204 reserved.
35-8-1205. Definitions - 35-8-1205. Definitions. As used in this part, the following definitions...
35-8-1206. through 35-8-1209 reserved - 35-8-1206 through 35-8-1209 reserved.
35-8-1210. Conversion of partnership or limited partnership to limited liability company - 35-8-1210. Conversion of partnership or limited partnership to limited liability...
35-8-1211. Effect of conversion -- entity unchanged -- part not exclusive - 35-8-1211. Effect of conversion -- entity unchanged -- part not...
Part 13. Professional Limited Liability Company
35-8-1301. Purposes of professional limited liability companies - 35-8-1301. Purposes of professional limited liability companies. Professional limited liability...
35-8-1302. Professional limited liability company name - 35-8-1302. Professional limited liability company name. The name of a...
35-8-1303. Professional limited liability company managers - 35-8-1303. Professional limited liability company managers. At least one-half of...
35-8-1304. Membership in professional limited liability company - 35-8-1304. Membership in professional limited liability company. (1) Only the...
35-8-1305. Rendering services - 35-8-1305. Rendering services. A domestic or foreign professional limited liability...
35-8-1306. Responsibility for services - 35-8-1306. Responsibility for services. (1) An individual who renders professional...
35-8-1307. Relationship to clients and patients - 35-8-1307. Relationship to clients and patients. (1) The relationship between...