10A-5A-1.10
Section 10A-5A-1.10 Limited liability company agreement - Effect on third parties and
relationship to writings effective on behalf of limited liability company. (a) If a limited
liability company agreement provides for the manner in which it may be amended, including
by requiring the approval of a person who is not a party to the limited liability company
agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise
permitted by law, except that the approval of any person may be waived by that person and
any conditions may be waived by all persons for whose benefit those conditions were intended.
(b) A limited liability company agreement may provide rights to any person, including a person
who is not a party to the limited liability company agreement, to the extent set forth in
the limited liability company agreement. (c) The obligations of a limited liability company
and its members to a person in the person's capacity as a transferee or...
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10A-1-7.01
Section 10A-1-7.01 Foreign entities required to register. (a)(1) For purposes of this
Article 7, the terms register, registering, and registered include (i) a foreign entity other
than a foreign limited liability partnership delivering to the Secretary of State for filing
an application for registration and the Secretary of State filing the application for registration,
and (ii) a foreign limited liability partnership delivering to the Secretary of State for
filing a statement of foreign limited liability partnership and the Secretary of State filing
the statement of foreign limited liability partnership. (2) For purposes of this Article 7,
the term registration includes (i) a filed application for registration and (ii) a filed statement
of foreign limited liability partnership. (b) For purposes of this Article 7, the terms transact
business and transacting business shall include conducting a business, activity, not for profit
activity, and any other activity, whether or not for...
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10A-5A-10.09
Section 10A-5A-10.09 Restrictions on approval of mergers and conversions. (a) If a member
of a converting or constituent limited liability company will have personal liability with
respect to a converted or surviving organization, approval and amendment of a plan of conversion
or plan of merger are ineffective without that member's consent to the plan. (b) A member
does not give the consent required by subsection (a) merely by consenting to a provision of
the limited liability company agreement that permits the limited liability company agreement
to be amended with the consent of fewer than all the members. (Act 2014-144, p. 265, §1.)...

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10A-1-5.31
Section 10A-1-5.31 Designation and maintenance of registered agent and registered office.
(a) Each filing entity and each foreign filing entity with a registration under Article 7,
and each general partnership that has an effective statement of partnership, statement of
not for profit partnership, or statement of limited liability partnership on file with the
Secretary of State in accordance with Chapter 8A, shall designate and continuously maintain
in this state: (1) a registered agent; and (2) a registered office. (b) A registered agent:
(1) is an agent of the entity on which may be served any process, notice, or demand required
or permitted by law to be served on the entity; (2) may be: (A) an individual who is a resident
of this state; or (B) a domestic entity or a foreign entity that is registered to transact
business in this state; and (3) must maintain a business office at the same address as the
entity's registered office. (c) The registered office: (1) must be located at a...
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10A-8A-1.04
Section 10A-8A-1.04 Nature and purpose. (a) A partnership is a separate legal entity.
A partnership's status for tax purposes shall not affect its status as a separate legal entity
formed under this chapter. A partnership is the same entity regardless of whether the partnership
has a statement of limited liability partnership under Section 10A-8A-10.01 stating
that the partnership is a limited liability partnership. A partner has no interest in any
specific property of a partnership. (b) A partnership may carry on any lawful business and
may carry on any lawful not for profit activity if it complies with Section 10A-8A-2.02(b).
(Act 2018-125, §7.)...
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10A-1-7.23
Section 10A-1-7.23 Late filing fee. The Secretary of State may collect from a foreign
filing entity a late filing fee equal to the application for registration fee or the statement
of foreign limited liability partnership fee, as applicable, for the foreign filing entity
for each year of delinquency if the foreign filing entity has transacted business in this
state for more than 90 days. The Secretary of State may condition the effectiveness of a registration
on the payment of the late filing fee. (Act 2009-513, p. 967, §64; Act 2018-125, §3.)...

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10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this article, unless the context otherwise requires, the following terms mean: (1) "Constituent
organization" means an organization that is party to a merger under this article. (2)
"Constituent partnership" means a constituent organization that is a partnership.
(3) "Converted organization" means the organization into which a converting organization
converts pursuant to this article. (4) "Converting organization" means an organization
that converts into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...

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10A-1-5.03
Section 10A-1-5.03 Names prohibited. (a) A domestic entity may not have a name and a
foreign filing entity may not register to transact business in this state under a name that
is the same as or not distinguishable on the records of the Secretary of State from: (1) the
name of another existing filing entity or a general partnership that has an effective statement
of partnership, statement of not for profit partnership, or limited liability partnership
under Chapter 8A; (2) the name of a foreign filing entity that has a registration under Article
7; (3) a name that is reserved under Division B. (b) Subsection (a) does not apply if the
other entity or the person for whom the name is reserved consents in writing to the use of
a name not distinguishable on the records of the Secretary of State, and submits an undertaking
in form satisfactory to the Secretary of State to change its name to a name that is distinguishable
on the records of the Secretary of State from the name for which...
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10A-2A-9.15
Section 10A-2A-9.15 Effect of conversion. (a) When a conversion takes effect: (1) all
property and contract rights owned by the converting organization remain vested in the converted
organization without transfer, reversion, or impairment, and the title to any property vested
by deed or otherwise in the converting organization shall not revert or be in any way impaired
by reason of the conversion; (2) all debts, obligations, or other liabilities of the converting
organization continue as debts, obligations, or other liabilities of the converted organization
and neither the rights of creditors, nor the liens upon the property of the converting organization
shall be impaired by the conversion; (3) an action or proceeding pending by or against the
converting organization continues as if the conversion had not occurred and the name of the
converted organization may, but need not, be substituted for the name of the converting organization
in any pending action or proceeding; (4) except as...
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19-3A-401
Section 19-3A-401 Character of receipts. (a) For purposes of this section, "entity"
means a corporation, partnership, limited liability company, regulated investment company,
real estate investment trust, common trust fund, or any other organization in which a fiduciary
has an interest other than (1) a trust or decedent's estate to which Section 19-3A-402
applies, (2) a business or activity to which Section 19-3A-403 applies, or (3) an asset-backed
security to which Section 19-3A-415 applies. (b) Except as otherwise provided in this
section, a fiduciary shall allocate to income money received from an entity. (c) A
fiduciary shall allocate the following receipts from an entity to principal: (1) Property
other than money except in cases when the fiduciary has the choice to receive dividends or
similar payments either in cash or in the shares or similar ownership interests of the corporation
or other business entity, in which case, the fiduciary shall allocate the receipts to income;
(2)...
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