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Uniform Limited Liability Company Act
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Uniform Limited Liability Company Act
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Section
47-34A-101
Definitions.
Section
47-34A-102
47-34A-102.Reserved
Section
47-34A-103
Operating agreement--Scope--Limitations.
Section
47-34A-103.1
Effect of records that conflict with § 47-34A-103 or operating agreement.
Section
47-34A-104
Supplemental principles of law.
Section
47-34A-105
Name.
Section
47-34A-106
Reserved name.
Section
47-34A-107
Registration of name--Procedure.
Section
47-34A-108
47-34A-108 to 47-34A-111.Repealed by SL 2008, ch 275, §74.
Section
47-34A-112
Nature of business and powers.
Section
47-34A-113
Governing Law.
Section
47-34A-114
Freedom of contract.
Section
47-34A-201
Limited liability company as legal entity.
Section
47-34A-202.1
Organization.
Section
47-34A-202.2
Certificate of organization.
Section
47-34A-203
Articles of organization.
Section
47-34A-204
Amendment or restatement of articles of organization.
Section
47-34A-205
Signing of records.
Section
47-34A-206
Filing in Office of Secretary of State.
Section
47-34A-207
Correcting filed record.
Section
47-34A-208
Certificate of existence or authorization.
Section
47-34A-209
47-34A-209.Reserved
Section
47-34A-210
Failure or refusal to sign record.
Section
47-34A-211
Annual report for secretary of state.
Section
47-34A-212
Fees.
Section
47-34A-301
Agency of members and managers.
Section
47-34A-302
Limited liability company liable for member's or manager's actionable conduct.
Section
47-34A-303
Liability of members and managers.
Section
47-34A-401
Becoming a member.
Section
47-34A-401.1
Form of contribution.
Section
47-34A-402
Liability for contributions.
Section
47-34A-403
Member's and manager's rights to payments and reimbursement.
Section
47-34A-404.1
Management of limited liability company.
Section
47-34A-404.2
Classes and voting.
Section
47-34A-405
Sharing of and right to distributions.
Section
47-34A-406
Limitations on distributions.
Section
47-34A-407
Liability for improper distributions.
Section
47-34A-408
Members' and managers' right to information.
Section
47-34A-409
General standards of member's and manager's conduct.
Section
47-34A-410
Actions by members.
Section
47-34A-411
Good faith reliance upon information.
Section
47-34A-501
Member's distributional interest.
Section
47-34A-502
Transfer of distributional interest.
Section
47-34A-503
Rights of a transferee.
Section
47-34A-504
Rights of creditor.
Section
47-34A-601
Events causing a member's dissociation.
Section
47-34A-602
Member's power to dissociate; wrongful dissociation.
Section
47-34A-603
Effect of a member's dissociation.
Section
47-34A-604
Dissociated member's power to bind limited liability company.
Section
47-34A-605
State of dissociation.
Section
47-34A-701
Series of members, managers, or limited liability company interests permitted.
Section
47-34A-702
Liability of series for debts of limited liability company or other series.
Section
47-34A-703
Name of series.
Section
47-34A-704
Formation of series—Amendment to certificate of designation—Dissolution of series—Registered agent and office.
Section
47-34A-705
Rights, powers, and duties relating to series governed by operating agreement.
Section
47-34A-706
Activities of series in foreign jurisdiction--Registration of series authorized in foreign jurisdiction.
Section
47-34A-707
Requirements for application for certificate of designation.
Section
47-34A-801
Events causing dissolution and winding up of company's business.
Section
47-34A-802
Limited liability company continues after dissolution.
Section
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.
Section
47-34A-805
Articles of termination.
Section
47-34A-806
Distribution of assets in winding up the limited liability company's business.
Section
47-34A-807
Known claims against dissolved limited liability company.
Section
47-34A-808
Notice--Other claims against dissolved limited liability company.
Section
47-34A-809
Grounds for administrative dissolution.
Section
47-34A-810
Procedure for and effect of administrative dissolution.
Section
47-34A-811
Reinstatement following administrative dissolution.
Section
47-34A-812
Appeal from denial of reinstatement.
Section
47-34A-901
Definitions.
Section
47-34A-902
Merger.
Section
47-34A-903
Action on plan of merger by constituent limited liability company.
Section
47-34A-904
Filings required for merger--Effective date.
Section
47-34A-905
Effect of merger.
Section
47-34A-906
Conversion.
Section
47-34A-907
Action on plan of conversion by converting limited liability company.
Section
47-34A-908
Filings required for conversion--Effective date.
Section
47-34A-909
Effect of conversion.
Section
47-34A-910
Domestication.
Section
47-34A-911
Action on plan of domestication by domesticating limited liability company.
Section
47-34A-912
Filings required for domestication--Effective date.
Section
47-34A-913
Effect of domestication.
Section
47-34A-914
Restrictions on approval of mergers, conversions, and domestications.
Section
47-34A-915
Article not exclusive.
Section
47-34A-1001
Law governing foreign limited liability companies.
Section
47-34A-1002
Application for certificate of authority.
Section
47-34A-1003
Activities not constituting transacting business.
Section
47-34A-1004
Filing of certificate of authority.
Section
47-34A-1005
Noncomplying name of foreign limited liability company.
Section
47-34A-1006
Revocation of certificate of authority.
Section
47-34A-1007
Cancellation of certificate of authority.
Section
47-34A-1008
Effect of failure to obtain certificate of authority.
Section
47-34A-1009
Action by attorney general.
Section
47-34A-1010
Domestication.
Section
47-34A-1011
Plan of domestication.
Section
47-34A-1012
Action on plan of domestication by a domestic limited liability company.
Section
47-34A-1013
Articles of domestication.
Section
47-34A-1014
Surrender of articles of organization upon domestication.
Section
47-34A-1015
Effect of domestication.
Section
47-34A-1016
Abandonment of domestication.
Section
47-34A-1101
Direct action by member.
Section
47-34A-1102
Derivative action.
Section
47-34A-1103
Proper plaintiff.
Section
47-34A-1104
Pleading.
Section
47-34A-1105
Special litigation committee.
Section
47-34A-1106
Proceeds and expenses.
Section
47-34A-1201
Uniformity of application and construction.
Section
47-34A-1202
Short title.
Section
47-34A-1203
47-34A-1203, 47-34A-1204.Reserved.
Section
47-34A-1205
Limited liability company--Organization--Effective date.
Section
47-34A-1206
Fees.
Section
47-34A-1206.1
Filing of documents with secretary of state.
Section
47-34A-1207
Savings clause.