Except as otherwise provided in the articles of organization or an operating agreement, a suit on behalf of the limited liability company may be brought in the name of the limited liability company by:
A. any member of the limited liability company who is authorized to sue by the affirmative vote of members having a majority of the voting power of all members whose interests are not adverse to the interests of the limited liability company, whether or not the articles of organization or an operating agreement vests management of the limited liability company in one or more managers; or
B. in the case of a limited liability company whose articles of organization or an operating agreement vest management in one or more managers, any manager who is authorized to do so by the affirmative vote, approval or consent required by the provisions of Section 17 [53-19-17 NMSA 1978] of the Limited Liability Company Act; provided that in determining the required vote, approval or consent, the vote of any manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
History: Laws 1993, ch. 280, § 58.
ANNOTATIONSCompany may not bring suit pro se. — An authorized member of a limited liability company can bring suit in the company's name; however, a member who is not a licensed attorney cannot provide legal representation for the company. Martinez v. Roscoe, 2001-NMCA-083, 131 N.M. 137, 33 P.3d 887, cert. denied, 130 N.M. 558, 28 P.3d 1099 (2002).