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Article 1. General Provisions
§31B-1-101. Definitions - In this chapter: (1) "Articles of organization" means initial, amended...
§31B-1-102. Knowledge and Notice - (a) A person knows a fact if the person has...
§31B-1-103. Effect of Operating Agreement; Nonwaivable Provisions - (a) Except as otherwise provided in subsection (b) of this...
§31B-1-104. Supplemental Principles of Law - (a) Unless displaced by particular provisions of this chapter, the...
§31B-1-105. Name - (a) The name of a limited liability company must contain...
§31B-1-107. Registered Name - (a) A foreign limited liability company may register its name...
§31B-1-108. Designated Office and Agent for Service of Process - (a) A limited liability company and a foreign limited liability...
§31B-1-109. Change of Designated Office or Agent for Service of Process - A limited liability company may change its designated office or...
§31B-1-110. Resignation of Agent for Service of Process - (a) An agent for service of process of a limited...
§31B-1-111. Service of Process - (a) An agent for service of process appointed by a...
§31B-1-112. Nature of Business and Powers - (a) A limited liability company may be organized under this...
§31B-1-113. Disclosures Required by Limited Liability Companies Holding Certain Licenses - Notwithstanding any provisions of this code to the contrary, any...
§31B-1-114. Penalty for Signing False Document - Any person who signs a document required to be filed...
Article 2. Organization
§31B-2-201. Limited Liability Company as Legal Entity - A limited liability company is a legal entity distinct from...
§31B-2-202. Organization - (a) One or more persons may organize a limited liability...
§31B-2-203. Articles of Organization - (a) Articles of organization of a limited liability company must...
§31B-2-204. Amendment or Restatement of Articles of Organization - (a) Articles of organization of a limited liability company may...
§31B-2-205. Signing of Records - (a) Except as otherwise provided in this chapter, a record...
§31B-2-206. Filing in Office of Secretary of State - (a) Articles of organization or any other record authorized to...
§31B-2-207. Correcting Filed Record - (a) A limited liability company or foreign limited liability company...
§31B-2-208. Certificate of Existence or Authorization - (a) A person may request the Secretary of State to...
§31B-2-209. Liability for False Statement in Filed Record - If a record authorized or required to be filed under...
§31B-2-210. Filing by Judicial Act - If a person required by section 2-205 to sign any...
§31B-2-211. Annual Report for Secretary of State - (a) A limited liability company, and a foreign limited liability...
Article 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company
§31B-3-301. Agency of Members and Managers - (a) Subject to subsections (b) and (c) of this section:...
§31B-3-302. Limited Liability Company Liable for Member's or Manager's Actionable Conduct - A limited liability company is liable for loss or injury...
§31B-3-303. Liability of Members and Managers - (a) Except as otherwise provided in subsection (c) of this...
Article 4. Relations of Members to Each Other and to Limited Liability Company
§31B-4-401. Form of Contribution - A contribution of a member of a limited liability company...
§31B-4-402. Member's Liability for Contributions - (a) A member's obligation to contribute money, property or other...
§31B-4-403. Member's and Manager's Rights to Payments and Reimbursement - (a) A limited liability company shall reimburse a member or...
§31B-4-404. Management of Limited Liability Company - (a) In a member-managed company: (1) Each member has equal...
§31B-4-405. Sharing of and Right to Distributions - (a) Any distributions made by a limited liability company before...
§31B-4-406. Limitations on Distributions - (a) A distribution may not be made if: (1) The...
§31B-4-407. Liability for Unlawful Distributions - (a) A member of a member-managed company or a member...
§31B-4-408. Member's Right to Information - (a) A limited liability company shall provide members and their...
§31B-4-409. General Standards of Member's and Manager's Conduct - (a) The only fiduciary duties a member owes to a...
§31B-4-410. Actions by Members - (a) A member may maintain an action against a limited...
§31B-4-411. Continuation of Term Company After Expiration of Specified Term - (a) If a term company is continued after the expiration...
Article 5. Transferees and Creditors of Member
§31B-5-501. Member's Distributional Interest - (a) A member is not a coowner of, and has...
§31B-5-502. Transfer of Distributional Interest - A transfer of a distributional interest does not entitle the...
§31B-5-503. Rights of Transferee - (a) A transferee of a distributional interest may become a...
§31B-5-504. Rights of Creditor - (a) On application by a judgment creditor of a member...
Article 6. Member's Dissociation
§31B-6-601. Events Causing Member's Dissociation - A member is dissociated from a limited liability company upon...
§31B-6-602. Member's Power to Dissociate; Wrongful Dissociation - (a) Unless otherwise provided in the operating agreement, a member...
§31B-6-603. Effect of Member's Dissociation - (a) If under section 8-801 a member's dissociation from a...
Article 7. Member's Dissociation When Business Not Wound Up
§31B-7-701. Company Purchase of Distributional Interest - (a) A limited liability company shall purchase a distributional interest...
§31B-7-702. Court Action to Determine Fair Value of Distributional Interest - (a) In an action brought to determine the fair value...
§31B-7-703. Dissociated Member's Power to Bind Limited Liability Company - For two years after a member dissociates without the dissociation...
§31B-7-704. Statement of Dissociation - (a) A dissociated member or a limited liability company may...
Article 8. Winding Up Company's Business
§31B-8-801. Events Causing Dissolution and Winding Up of Company's Business - (a) In this section, "future distributions" means the total distributions...
§31B-8-802. Limited Liability Company Continues After Dissolution - (a) Subject to subsection (b) of this section, a limited...
§31B-8-803. Right to Wind Up Limited Liability Company's Business - (a) After dissolution, a member who has not wrongfully dissociated...
§31B-8-804. Member's or Manager's Power and Liability as Agent After Dissolution - (a) A limited liability company is bound by a member's...
§31B-8-805. Articles of Termination - (a) At any time after dissolution and winding up, a...
§31B-8-806. Distribution of Assets in Winding Up Limited Liability Company's Business - (a) In winding up a limited liability company's business, the...
§31B-8-807. Known Claims Against Dissolved Limited Liability Company - (a) A dissolved limited liability company may dispose of the...
§31B-8-808. Other Claims Against Dissolved Limited Liability Company - (a) A dissolved limited liability company may publish notice of...
§31B-8-809. Grounds for Administrative Dissolution - (a) The Secretary of State may commence a proceeding to...
§31B-8-810. Procedure for and Effect of Administrative Dissolution - (a) If the Secretary of State determines that a ground...
§31B-8-811. Reinstatement Following Administrative Dissolution - (a) A limited liability company administratively dissolved may apply to...
§31B-8-812. Appeal From Denial of Reinstatement - (a) If the Secretary of State denies a limited liability...
Article 9. Conversions and Mergers
§31B-9-901. Definitions - In this article: (1) "Corporation" means a corporation under chapter...
§31B-9-902. Conversion of Partnership or Limited Partnership to Limited Liability Company - (a) A partnership or limited partnership may be converted to...
§31B-9-903. Effect of Conversion; Entity Unchanged - (a) A partnership or limited partnership that has been converted...
§31B-9-904. Merger of Entities; Confirmation of Title to Real Estate Required - (a) Pursuant to a plan of merger approved under subsection...
§31B-9-905. Articles of Merger - (a) After approval of the plan of merger under section...
§31B-9-906. Effect of Merger - (a) When a merger takes effect: (1) The separate existence...
§31B-9-907. Article Not Exclusive - This article does not preclude an entity from being converted...
Article 10. Foreign Limited Liability Companies
§31B-10-1001. Law Governing Foreign Limited Liability Companies - (a) The laws of the state or other jurisdiction under...
§31B-10-1002. Application for Certificate of Authority - (a) A foreign limited liability company may apply for a...
§31B-10-1003. Activities Not Constituting Transacting Business - (a) Activities of a foreign limited liability company that do...
§31B-10-1004. Issuance of Certificate of Authority - Unless the Secretary of State determines that an application for...
§31B-10-1005. Name of Foreign Limited Liability Company - (a) If the name of a foreign limited liability company...
§31B-10-1006. Revocation and Reinstatement of Certificate of Authority - (a) A certificate of authority of a foreign limited liability...
§31B-10-1007. Cancellation of Authority - A foreign limited liability company may cancel its authority to...
§31B-10-1008. Effect of Failure to Obtain Certificate of Authority - (a) A foreign limited liability company transacting business in this...
§31B-10-1009. Action by Attorney General - The Attorney General may maintain an action to restrain a...
Article 11. Derivative Actions
§31B-11-1101. Right of Action - A member of a limited liability company may maintain an...
§31B-11-1102. Proper Plaintiff - In a derivative action for a limited liability company, the...
§31B-11-1103. Pleading - In a derivative action for a limited liability company, the...
§31B-§31B-11-1104. Expenses - If a derivative action for a limited liability company is...
Article 12. Miscellaneous Provisions
§31B-12-1201. Uniformity of Application and Construction - This chapter shall be applied and construed to effectuate its...
§31B-12-1202. Short Title - This chapter may be cited as the "Uniform Limited Liability...
§31B-12-1203. Severability Clause - If any provision of this chapter or its application to...
§31B-12-1204. Effective Date - This chapter takes effect on July 1, 1996.
§31B-12-1205. Transitional Provisions - (a) Before July 1, 1996, this chapter governs only a...
§31B-12-1206. Savings Clause - This chapter does not affect an action or proceeding commenced...
§31B-12-1207. Equality of Workers' Compensation Treatment - (a) Notwithstanding any provision of subdivision (3), subsection (g), section...
Article 13. Professional Limited Liability Companies
§31B-13-1301. Definitions - As used in this article: (1) "Licensing board" means the...
§31B-13-1302. Who May Become a Member; Professional Limited Liability Companies Authorized - (a) One or more persons duly licensed or otherwise legally...
§31B-13-1303. Name - The name of a professional limited liability company shall contain...
§31B-13-1304. Duty of Licensing Board - The licensing board for each of the professions authorized to...
§31B-13-1305. Professional Relationships Not Affected; Liability for Debts, etc., of Limited Liability Company, Its Members, Managers, Employees and Agents; Individual Liability - (a) The provisions of this article shall not be construed...
§31B-13-1306. Application of Article - Except as otherwise specifically provided in this article, all provisions...