CHAPTER 47-34A
UNIFORM LIMITED LIABILITY COMPANY ACT
ARTICLE 1. GENERAL PROVISIONS.
47-34A-101
Definitions.
47-34A-102
Reserved.
47-34A-103
Effect of operating agreement; nonwaivable provisions.
47-34A-104
Supplemental principles of law.
47-34A-105
Name.
47-34A-106
Reserved name.
47-34A-107
Registration of name--Procedure.
47-34A-108 to 47-34A-111. Repealed.
47-34A-112
Nature of business and powers.
ARTICLE 2. ORGANIZATION.
47-34A-201
Limited liability company as legal entity.
47-34A-202.1
Organization.
47-34A-202.2
Certificate of organization.
47-34A-203
Articles of organization.
47-34A-204
Amendment or restatement of articles of organization.
47-34A-205
Signing of records.
47-34A-206
Filing in Office of Secretary of State.
47-34A-207
Correcting filed record.
47-34A-208
Certificate of existence or authorization.
47-34A-209
Reserved.
47-34A-210
Failure or refusal to sign record.
47-34A-211
Annual report for secretary of state.
47-34A-212
Fees.
ARTICLE 3. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING
WITH LIMITED LIABILITY COMPANY.
47-34A-301
Agency of members and managers.
47-34A-302
Limited liability company liable for member's or manager's actionable conduct.
47-34A-303
Liability of members and managers.
ARTICLE 4. RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED
LIABILITY COMPANY.
47-34A-401
Form of contribution.
47-34A-402
Member's liability for contributions.
47-34A-403
Member's and manager's rights to payments and reimbursement.
47-34A-404.1
Management of limited liability company.
47-34A-404.2
Classes and voting.
47-34A-405
Sharing of and right to distributions.
47-34A-406
Limitations on distributions.
47-34A-407
Liability for unlawful distributions.
47-34A-408
Member's right to information.
47-34A-409
General standards of member's and manager's conduct.
47-34A-410
Actions by members.
ARTICLE 5. TRANSFEREES AND CREDITORS OF MEMBER.
47-34A-501
Member's distributional interest.
47-34A-502
Transfer of distributional interest.
47-34A-503
Rights of a transferee.
47-34A-504
Rights of creditors.
ARTICLE 6. MEMBER'S DISSOCIATION.
47-34A-601
Events causing a member's dissociation.
47-34A-602
Member's power to dissociate; wrongful dissociation.
47-34A-603
Effect of a member's dissociation.
47-34A-604
Dissociated member's power to bind limited liability company.
47-34A-605
State of dissociation.
ARTICLE 7. RESERVED.
ARTICLE 8. WINDING UP COMPANY'S BUSINESS.
47-34A-801
Events causing dissolution and winding up of company's business.
47-34A-802
Limited liability company continues after dissolution.
47-34A-803
Right to wind up the limited liability company's business.
47-34A-804
Member's or manager's power and liability as agent after dissolution.
47-34A-805
Articles of termination.
47-34A-806
Distribution of assets in winding up the limited liability company's business.
47-34A-807
Known claims against dissolved limited liability company.
47-34A-808
Notice--Other claims against dissolved limited liability company.
47-34A-809
Grounds for administrative dissolution.
47-34A-810
Procedure for and effect of administrative dissolution.
47-34A-811
Reinstatement following administrative dissolution.
47-34A-812
Appeal from denial of reinstatement.
ARTICLE 9. CONVERSIONS AND MERGERS.
47-34A-901
Definitions.
47-34A-902
Conversion of partnerships or limited partnerships to limited liability company.
47-34A-903
Effect of conversion; entity unchanged.
47-34A-904
Merger.
47-34A-905
Articles of merger.
47-34A-906
Effect of merger.
47-34A-907
Article not exclusive.
ARTICLE 10. FOREIGN LIMITED LIABILITY COMPANIES.
47-34A-1001
Law governing foreign limited liability companies.
47-34A-1002
Application for certificate of authority.
47-34A-1003
Activities not constituting transacting business.
47-34A-1004
Issuance of certificate of authority.
47-34A-1005
Name of foreign limited liability company.
47-34A-1006
Revocation of certificate of authority.
47-34A-1007
Cancellation of authority.
47-34A-1008
Effect of failure to obtain certificate of authority.
47-34A-1009
Action by attorney general.
ARTICLE 11. DERIVATIVE ACTIONS.
47-34A-1101
Right of action.
47-34A-1102
Proper plaintiff.
47-34A-1103
Pleading.
47-34A-1104
Expenses.
ARTICLE 12. MISCELLANEOUS PROVISIONS.
47-34A-1201
Uniformity of application and construction.
47-34A-1202
Short title.
47-34A-1203, 47-34A-1204. Reserved.
47-34A-1205
Limited liability company--Organization--Effective date.
47-34A-1206
Fees.
47-34A-1207
Savings clause.