10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting;
rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1,
2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited
liability company is vested in its members. Subject to any provisions in the operating agreement
or this chapter restricting or enlarging the management rights and duties of any person or
group or class of persons, the members shall have the right and authority to manage the business
or affairs of the limited liability company and to make all decisions with respect thereto.
(b) If the certificate of formation vests management of the limited liability company in one
or more managers, then the managers shall have the power to manage the business or affairs
of the limited liability company as provided in the operating agreement. Except as otherwise
provided in the operating agreement, the managers: (1) Shall be...
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10A-5A-12.01
Section 10A-5A-12.01 Application to existing relationships. (a) Before January 1, 2017, this
chapter governs only: (1) a limited liability company formed on or after January 1, 2015;
and (2) except as otherwise provided in subsection (c), a limited liability company formed
before January 1, 2015, which elects, in the manner provided in the limited liability company's
operating agreement or as provided for by law for amending or restating the limited liability
company's operating agreement, to be subject to this chapter. (b) Except as otherwise provided
in subsection (c), on and after January 1, 2017, this chapter governs all limited liability
companies. (c) For purposes of applying this chapter to a limited liability company formed
before January 1, 2015: (1) the limited liability company's formation document, whether articles
of organization or certificate of formation, is deemed to be the limited liability company's
certificate of formation; (2) the limited liability company's...
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10A-5A-4.06
Section 10A-5A-4.06 Limitation on distributions and liability for improper distributions. (a)(1)
A limited liability company shall not make a distribution to a member to the extent that at
the time of the distribution, after giving effect to the distribution, all liabilities of
the limited liability company, other than liabilities to members on account of their transferable
interests and liabilities for which the recourse of creditors is limited to specific property
of the limited liability company, exceed the fair value of the assets of the limited liability
company, except that the fair value of the property that is subject to a liability for which
recourse of creditors is limited shall be included in the assets of the limited liability
company only to the extent that the fair value of the property exceeds that liability. (2)
A member who receives a distribution in violation of subsection (a)(1) or the limited liability
company agreement, and who knew at the time of the distribution...
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10A-5A-7.04
Section 10A-5A-7.04 Known claims against dissolved limited liability company. Notwithstanding
Sections 10A-1-9.01 and 10A-1-9.21: (a) A dissolved limited liability company may dispose
of any known claims against it by following the procedures described in subsection (b) at
any time after the effective date of the dissolution of the limited liability company. (b)
A dissolved limited liability company may give notice of the dissolution in a record to the
holder of any known claim. The notice must: (1) identify the dissolved limited liability company;
(2) describe the information required to be included in a claim; (3) provide a mailing address
to which the claim is to be sent; (4) state the deadline, which may not be fewer than 120
days from the effective date of the notice, by which the dissolved limited liability company
must receive the claim; and (5) state that if not sooner barred, the claim will be barred
if not received by the deadline. (c) Unless sooner barred by any other...
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10A-5A-2.02
Section 10A-5A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b)
A certificate of formation may be restated with or without amendment at any time. (c) To amend
its certificate of formation, a limited liability company must deliver a certificate of amendment
for filing to the Secretary of State which certificate of amendment shall state: (1) the name
of the limited liability company; (2) the unique identifying number or other designation as
assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate
of formation as most recently amended or restated. (d) To restate its certificate of formation,
a limited liability company must deliver a restated certificate of formation for filing to
the Secretary of State. A restated certificate of formation must: (1) be designated as such
in the heading; (2) state the limited liability...
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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-5A-4.04
Section 10A-5A-4.04 Liability for contribution. (a) A member's obligation to make a contribution
to a limited liability company, or a series thereof, is not excused by the member's death,
disability, or other inability to perform personally. If a member does not make a contribution
required by an enforceable promise, the member or the member's estate is obligated, at the
election of the limited liability company, or series thereof, to contribute money equal to
the value of the portion of the contribution that has not been made. The foregoing election
shall be in addition to, and not in lieu of, any other rights, including the right to specific
performance, that the limited liability company, or series thereof, may have under the limited
liability company agreement or applicable law. (b)(1) The obligation of a member to make a
contribution to a limited liability company may be compromised only by consent of all the
members. A conditional obligation of a member to make a contribution to...
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10A-5A-4.05
Section 10A-5A-4.05 Sharing of and right to distributions before dissolution. (a) (1) All members
shall share equally in any distributions made by a limited liability company before its dissolution
and winding up. (2) A member has a right to a distribution before the dissolution and winding
up of a limited liability company as provided in the limited liability company agreement.
A decision to make a distribution before the dissolution and winding up of the limited liability
company is a decision in the ordinary course of activities and affairs of the limited liability
company. A member's dissociation does not entitle the dissociated member to a distribution.
(3) A member does not have a right to demand and receive a distribution from a limited liability
company in any form other than money. Except as otherwise provided in Section 10A-5A-7.06(c),
a limited liability company may distribute an asset in kind if each member receives a percentage
of the asset in proportion to the member's...
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10A-5A-4.07
Section 10A-5A-4.07 Direction and oversight of the limited liability company. (a) The limited
liability company agreement of a limited liability company may provide that the activities
and affairs of the limited liability company shall be under the direction, and subject to
the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance
structure as provided in the limited liability company agreement. The limited liability company
agreement of a limited liability company may provide that the activities and affairs of a
series shall be under the direction, and subject to the oversight, of: (1) the members associated
with that series; (2) one or more managers; or (3) such other governance structure as provided
in the limited liability company agreement. (b) If the limited liability company agreement
does not specify who shall direct and oversee the activities and affairs of the limited liability
company or a series thereof: (1)(A) The activities and affairs of...
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10A-5A-9.03
Section 10A-5A-9.03 Standing. (a) A member may commence or maintain a derivative action in
the right of the limited liability company only if the member: (1) fairly and adequately represents
the interests of the limited liability company in enforcing the right of the limited liability
company; and (2) either: (A) was a member of the limited liability company at the time of
the act or omission of which the member complains; or (B) whose status as a member devolved
upon the person by operation of law or pursuant to the terms of the limited liability company
agreement from a person who was a member at the time of the act or omission of which the member
complains. (b) A member associated with a series of a limited liability company may commence
or maintain a derivative action in the right of the series only if the member: (1) fairly
and adequately represents the interests of the series in enforcing the right of the series;
and (2) either: (A) was associated with the series at the time of...
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