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Section 47-34A-101 - Definitions. - 47-34A-101. Definitions. Terms used in this chapter: (1)"Articles of organization"...
Section 47-34A-103 - Operating agreement--Scope--Limitations. - 47-34A-103. Operating agreement--Scope--Limitations. (a) Except as otherwise provided in subsection...
Section 47-34A-103.1 - Effect of records that conflict with § 47-34A-103 or operating agreement. - 47-34A-103.1. Effect of records that conflict with §47-34A-103 or operating...
Section 47-34A-104 - Supplemental principles of law. - 47-34A-104. Supplemental principles of law. (a) Unless displaced by particular...
Section 47-34A-105 - Name. - 47-34A-105.Name. (a) The name of a limited liability company must...
Section 47-34A-107 - Registration of name--Procedure. - 47-34A-107. Registration of name--Procedure. (a) A foreign limited liability company...
Section 47-34A-112 - Nature of business and powers. - 47-34A-112. Nature of business and powers. (a) A limited liability...
Section 47-34A-113 - Governing Law. - 47-34A-113. Governing Law. The law of this state governs: (1)The...
Section 47-34A-114 - Freedom of contract. - 47-34A-114. Freedom of contract. It is the policy of this...
Section 47-34A-201 - Limited liability company as legal entity. - 47-34A-201. Limited liability company as legal entity. A limited liability...
Section 47-34A-202.1 - Organization. - 47-34A-202.1. Organization. (a) One or more persons may organize a...
Section 47-34A-202.2 - Certificate of organization. - 47-34A-202.2. Certificate of organization. Upon the issuance of the certificate...
Section 47-34A-203 - Articles of organization. - 47-34A-203. Articles of organization. (a) Articles of organization of a...
Section 47-34A-204 - Amendment or restatement of articles of organization. - 47-34A-204. Amendment or restatement of articles of organization. (a) Articles...
Section 47-34A-205 - Signing of records. - 47-34A-205. Signing of records. (a) Except as otherwise provided in...
Section 47-34A-206 - Filing in Office of Secretary of State. - 47-34A-206. Filing in Office of Secretary of State. (a) Articles...
Section 47-34A-207 - Correcting filed record. - 47-34A-207. Correcting filed record. (a) A limited liability company or...
Section 47-34A-208 - Certificate of existence or authorization. - 47-34A-208. Certificate of existence or authorization. (a) Any person may...
Section 47-34A-210 - Failure or refusal to sign record. - 47-34A-210. Failure or refusal to sign record. If a person...
Section 47-34A-211 - Annual report for secretary of state. - 47-34A-211. Annual report for secretary of state. A limited liability...
Section 47-34A-212 - Fees. - 47-34A-212. Fees. The secretary of state shall charge and collect...
Section 47-34A-301 - Agency of members and managers. - 47-34A-301. Agency of members and managers. (a) Subject to subsections...
Section 47-34A-302 - Limited liability company liable for member's or manager's actionable conduct. - 47-34A-302. Limited liability company liable for member's or manager's actionable...
Section 47-34A-303 - Liability of members and managers. - 47-34A-303. Liability of members and managers. (a) A debt, obligation,...
Section 47-34A-401 - Becoming a member. - 47-34A-401. Becoming a member. (a) If a limited liability company...
Section 47-34A-401.1 - Form of contribution. - 47-34A-401.1. Form of contribution. A contribution of a member of...
Section 47-34A-402 - Liability for contributions. - 47-34A-402. Liability for contributions. (a) A person's obligation to make...
Section 47-34A-403 - Member's and manager's rights to payments and reimbursement. - 47-34A-403. Member's and manager's rights to payments and reimbursement. (a)...
Section 47-34A-404.1 - Management of limited liability company. - 47-34A-404.1. Management of limited liability company. (a) In a member-managed...
Section 47-34A-404.2 - Classes and voting. - 47-34A-404.2. Classes and voting. Nothing in this chapter prohibits the...
Section 47-34A-405 - Sharing of and right to distributions. - 47-34A-405. Sharing of and right to distributions. (a) Any distributions...
Section 47-34A-406 - Limitations on distributions. - 47-34A-406. Limitations on distributions. (a) A distribution may not be...
Section 47-34A-407 - Liability for improper distributions. - 47-34A-407. Liability for improper distributions. (a) Any member of a...
Section 47-34A-408 - Members' and managers' right to information. - 47-34A-408. Members' and managers' right to information. (a) A limited...
Section 47-34A-409 - General standards of member's and manager's conduct. - 47-34A-409. General standards of member's and manager's conduct. (a) The...
Section 47-34A-410 - Actions by members. - 47-34A-410. Actions by members. (a) A member may maintain an...
Section 47-34A-411 - Good faith reliance upon information. - 47-34A-411. Good faith reliance upon information. A member or manager...
Section 47-34A-501 - Member's distributional interest. - 47-34A-501. Member's distributional interest. (a) A member is not a...
Section 47-34A-502 - Transfer of distributional interest. - 47-34A-502. Transfer of distributional interest. A transfer of a distributional...
Section 47-34A-503 - Rights of a transferee. - 47-34A-503. Rights of a transferee. (a) A transferee of a...
Section 47-34A-504 - Rights of creditor. - 47-34A-504. Rights of creditor. (a) On application by a judgment...
Section 47-34A-601 - Events causing a member's dissociation. - 47-34A-601. Events causing a member's dissociation. A member is dissociated...
Section 47-34A-602 - Member's power to dissociate; wrongful dissociation. - 47-34A-602. Member's power to dissociate; wrongful dissociation. (a) Unless otherwise...
Section 47-34A-603 - Effect of a member's dissociation. - 47-34A-603. Effect of a member's dissociation. (a) A limited liability...
Section 47-34A-604 - Dissociated member's power to bind limited liability company. - 47-34A-604. Dissociated member's power to bind limited liability company. For...
Section 47-34A-605 - State of dissociation. - 47-34A-605. State of dissociation. (a) A dissociated member or a...
Section 47-34A-701 - Series of members, managers, or limited liability company interests permitted. - 47-34A-701 . Series of members, managers, or limited liability company...
Section 47-34A-702 - Liability of series for debts of limited liability company or other series. - 47-34A-702 . Liability of series for debts of limited liability...
Section 47-34A-703 - Name of series. - 47-34A-703 . Name of series. Except in the case of...
Section 47-34A-704 - Formation of series—Amendment to certificate of designation—Dissolution of series—Registered agent and office. - 47-34A-704. Formation of series—Amendment to certificate of designation—Dissolution of series—Registered...
Section 47-34A-705 - Rights, powers, and duties relating to series governed by operating agreement. - 47-34A-705 . Rights, powers, and duties relating to series governed...
Section 47-34A-706 - Activities of series in foreign jurisdiction--Registration of series authorized in foreign jurisdiction. - 47-34A-706 . Activities of series in foreign jurisdiction--Registration of series...
Section 47-34A-707 - Requirements for application for certificate of designation. - 47-34A-707 . Requirements for application for certificate of designation. An...
Section 47-34A-801 - Events causing dissolution and winding up of company's business. - 47-34A-801. Events causing dissolution and winding up of company's business....
Section 47-34A-802 - Limited liability company continues after dissolution. - 47-34A-802. Limited liability company continues after dissolution. (a) Subject to...
Section 47-34A-803 - Right to wind up the limited liability company's business. - 47-34A-803. Right to wind up the limited liability company's business....
Section 47-34A-804 - Member's or manager's power and liability as agent after dissolution. - 47-34A-804. Member's or manager's power and liability as agent after...
Section 47-34A-805 - Articles of termination. - 47-34A-805. Articles of termination. (a) At any time after dissolution...
Section 47-34A-806 - Distribution of assets in winding up the limited liability company's business. - 47-34A-806. Distribution of assets in winding up the limited liability...
Section 47-34A-807 - Known claims against dissolved limited liability company. - 47-34A-807. Known claims against dissolved limited liability company. (a) A...
Section 47-34A-808 - Notice--Other claims against dissolved limited liability company. - 47-34A-808. Notice--Other claims against dissolved limited liability company. (a) A...
Section 47-34A-809 - Grounds for administrative dissolution. - 47-34A-809. Grounds for administrative dissolution. The secretary of state may...
Section 47-34A-810 - Procedure for and effect of administrative dissolution. - 47-34A-810. Procedure for and effect of administrative dissolution. (a) If...
Section 47-34A-811 - Reinstatement following administrative dissolution. - 47-34A-811. Reinstatement following administrative dissolution. (a) A limited liability company...
Section 47-34A-812 - Appeal from denial of reinstatement. - 47-34A-812. Appeal from denial of reinstatement. (a) If the secretary...
Section 47-34A-901 - Definitions. - 47-34A-901. Definitions. Terms used in this article: (1)"Constituent limited liability...
Section 47-34A-902 - Merger. - 47-34A-902. Merger. (a) A limited liability company may merge with...
Section 47-34A-903 - Action on plan of merger by constituent limited liability company. - 47-34A-903. Action on plan of merger by constituent limited liability...
Section 47-34A-904 - Filings required for merger--Effective date. - 47-34A-904. Filings required for merger--Effective date. (a) After each constituent...
Section 47-34A-905 - Effect of merger. - 47-34A-905. Effect of merger. (a) When a merger becomes effective:...
Section 47-34A-906 - Conversion. - 47-34A-906. Conversion. (a) An organization other than a limited liability...
Section 47-34A-907 - Action on plan of conversion by converting limited liability company. - 47-34A-907. Action on plan of conversion by converting limited liability...
Section 47-34A-908 - Filings required for conversion--Effective date. - 47-34A-908. Filings required for conversion--Effective date. (a) After a plan...
Section 47-34A-909 - Effect of conversion. - 47-34A-909. Effect of conversion. (a) An organization that has been...
Section 47-34A-910 - Domestication. - 47-34A-910. Domestication. (a) A foreign limited liability company may become...
Section 47-34A-911 - Action on plan of domestication by domesticating limited liability company. - 47-34A-911. Action on plan of domestication by domesticating limited liability...
Section 47-34A-912 - Filings required for domestication--Effective date. - 47-34A-912. Filings required for domestication--Effective date. (a)After a plan of...
Section 47-34A-913 - Effect of domestication. - 47-34A-913. Effect of domestication. (a) When a domestication takes effect:...
Section 47-34A-914 - Restrictions on approval of mergers, conversions, and domestications. - 47-34A-914. Restrictions on approval of mergers, conversions, and domestications. (a)...
Section 47-34A-915 - Article not exclusive. - 47-34A-915. Article not exclusive. The proceedings authorized under §§47-34A-901 to...
Section 47-34A-1001 - Law governing foreign limited liability companies. - 47-34A-1001. Law governing foreign limited liability companies. (a) The law...
Section 47-34A-1002 - Application for certificate of authority. - 47-34A-1002. Application for certificate of authority. (a) A foreign limited...
Section 47-34A-1003 - Activities not constituting transacting business. - 47-34A-1003. Activities not constituting transacting business. (a) Activities of a...
Section 47-34A-1004 - Filing of certificate of authority. - 47-34A-1004. Filing of certificate of authority. Unless the secretary of...
Section 47-34A-1005 - Noncomplying name of foreign limited liability company. - 47-34A-1005. Noncomplying name of foreign limited liability company. (a) A...
Section 47-34A-1006 - Revocation of certificate of authority. - 47-34A-1006. Revocation of certificate of authority. (a) A certificate of...
Section 47-34A-1007 - Cancellation of certificate of authority. - 47-34A-1007. Cancellation of certificate of authority. To cancel its certificate...
Section 47-34A-1008 - Effect of failure to obtain certificate of authority. - 47-34A-1008. Effect of failure to obtain certificate of authority. (a)...
Section 47-34A-1009 - Action by attorney general. - 47-34A-1009. Action by attorney general. The attorney general may maintain...
Section 47-34A-1101 - Direct action by member. - 47-34A-1101. Direct action by member. (a) Subject to subsection (b),...
Section 47-34A-1102 - Derivative action. - 47-34A-1102. Derivative action. A member may maintain a derivative action...
Section 47-34A-1103 - Proper plaintiff. - 47-34A-1103. Proper plaintiff. (a) Except as otherwise provided in subsection...
Section 47-34A-1104 - Pleading. - 47-34A-1104. Pleading. In a derivative action under §47-34A-1102, the complaint...
Section 47-34A-1105 - Special litigation committee. - 47-34A-1105. Special litigation committee. (a) If a limited liability company...
Section 47-34A-1106 - Proceeds and expenses. - 47-34A-1106. Proceeds and expenses. (a) Except as otherwise provided in...
Section 47-34A-1201 - Uniformity of application and construction. - 47-34A-1201. Uniformity of application and construction. This chapter shall be...
Section 47-34A-1202 - Short title. - 47-34A-1202. Short title. This chapter may be cited as the...
Section 47-34A-1205 - Limited liability company--Organization--Effective date. - 47-34A-1205. Limited liability company--Organization--Effective date. (a) Before January 1, 1999,...
Section 47-34A-1206 - Fees. - 47-34A-1206. Fees. The secretary of state may charge the following...
Section 47-34A-1206.1 - Filing of documents with secretary of state. - 47-34A-1206.1. Filing of documents with secretary of state. Delivery of...
Section 47-34A-1207 - Savings clause. - 47-34A-1207. Savings clause. This chapter does not affect an action...