10A-5A-9.02
Section 10A-5A-9.02 Right of derivative action. (a) A member may commence or maintain a derivative
action in the right of a limited liability company to enforce a right of the limited liability
company by complying with this article. (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
to enforce a right of the series by complying with this article. (Act 2014-144, p. 265, §1.)...

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10A-5A-9.01
Section 10A-5A-9.01 Direct action by members. (a) Subject to subsection (b), a member may maintain
a direct action against another member or members or the limited liability company, or a series
thereof, to enforce the member's rights and otherwise protect the member's interests, including
rights and interests under the limited liability company agreement or this chapter or arising
independently of the membership relationship. (b) A member maintaining a direct action under
subsection (a) must plead and prove an actual or threatened injury that is not solely the
result of an injury suffered or threatened to be suffered by the limited liability company,
or series thereof. (c)(1) A member may maintain a direct action to enforce a right of a limited
liability company if all members at the time of suit are parties to the action. (2) A member
associated with a series may maintain a direct action to enforce a right of the series if
all members associated with the series at the time of suit...
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10A-5A-4.03
Section 10A-5A-4.03 Contribution. A contribution by a member may be made to a limited liability
company as agreed upon by the members. A contribution by a member associated with a series
may be made to that series as agreed upon by the members associated with that series. (Act
2014-144, p. 265, §1.)...
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10A-5A-4.11
Section 10A-5A-4.11 Reliance on reports and information. A member of a limited liability company
shall be fully protected in relying in good faith upon the records of the limited liability
company and upon information, opinions, reports, or statements presented by another member
or agent of the limited liability company, or by any other person as to matters the member
reasonably believes are within that other person's professional or expert competence, including
information, opinions, reports, or statements as to the value and amount of the assets, liabilities,
profits, or losses of the limited liability company or a series thereof, or the value and
amount of assets or reserves or contracts, agreements, or other undertakings that would be
sufficient to pay claims and obligations of the limited liability company, or series thereof,
or to make reasonable provision to pay those claims and obligations, or any other facts pertinent
to the existence and amount of assets from which...
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10A-5A-7.06
Section 10A-5A-7.06 Application of assets in winding up limited liability company's activities
and affairs. Notwithstanding Section 10A-1-9.12, upon the winding up of a limited liability
company, the assets shall be applied as follows: (a) Payment, or adequate provision for payment,
shall be made to creditors, including, to the extent permitted by law, members who are creditors,
in satisfaction of liabilities of the limited liability company. (b) After a limited liability
company complies with subsection (a), any surplus must be distributed: (1) first, to each
person owning a transferable interest that reflects contributions made on account of the transferable
interest and not previously returned, an amount equal to the value of the person's unreturned
contributions; and (2) then to each person owning a transferable interest in the proportions
in which the owners of transferable interests share in distributions before dissolution. (c)
If the limited liability company does not have...
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10A-5A-11.08
Section 10A-5A-11.08 Dissolution and winding up of series. A series may be dissolved and its
activities and affairs may be wound up without causing the dissolution of the limited liability
company. The dissolution and winding up of a series does not abate, suspend, or otherwise
affect the limitation on liabilities of the series provided by Section 10A-5A-11.02. (Act
2014-144, p. 265, §1.)...
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10A-5A-1.04
Section 10A-5A-1.04 Powers and privileges. (a) A limited liability company is a separate legal
entity. A limited liability company's status for tax purposes shall not affect its status
as a separate legal entity formed under this chapter. (b) A limited liability company shall
possess and may exercise all the powers and privileges granted and enumerated by Chapter 1
or by any other law or by its limited liability company agreement, together with any powers
incidental thereto, including those powers and privileges necessary or convenient to the conduct,
promotion, or attainment of the business, purposes, or activities and affairs of the limited
liability company. (c) A limited liability company may carry on any lawful activity, whether
or not for profit. (d) A series established under this chapter has the power and capacity,
in the series' own name, to: (1) sue and be sued; (2) contract; (3) hold and convey title
to assets of the series, including real property, personal property, and...
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10A-5A-2.04
Section 10A-5A-2.04 Execution of documents - Signing requirements. (a) A writing delivered
to the Secretary of State for filing pursuant to this chapter must be signed as provided by
this section. (1) A limited liability company's initial certificate of formation must be signed
by at least one organizer. (2) A writing signed on behalf of a limited liability company must
be signed by a person authorized by the limited liability company. (3) A writing filed on
behalf of a dissolved limited liability company that has no members must be signed by the
person winding up the limited liability company's activities and affairs under Section 10A-5A-7.03
or a person appointed or designated under Section 10A-5A-7.03 to wind up those activities
and affairs. (4) Any other writing must be signed by the person on whose behalf the writing
is delivered to the Secretary of State. (b) Any writing to be filed under this chapter may
be signed by an agent, including an attorney-in-fact. Powers of attorney...
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10A-5A-4.10
Section 10A-5A-4.10 Indemnification, advancement, reimbursement, and insurance. A limited liability
company, or a series thereof, may indemnify and hold harmless a member or other person, pay
in advance or reimburse expenses incurred by a member or other person, and purchase and maintain
insurance on behalf of a member or other person. (Act 2014-144, p. 265, §1.)...
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10A-5A-2.06
Section 10A-5A-2.06 Certificate of existence or qualification. (a) The Secretary of State,
upon request and payment of the requisite fee, shall furnish to any person a certificate of
existence for a limited liability company if the writings filed in the office of the Secretary
of State show that the limited liability company has been formed under the laws of this state.
A certificate of existence shall reflect only the information on file with the Secretary of
State. A certificate of existence must state: (1) the limited liability company's name; (2)
that the limited liability company was formed under the laws of this state, the date of formation,
and the filing office in which the certificate of formation was filed; (3) whether the limited
liability company has delivered to the Secretary of State for filing a statement of dissolution;
(4) whether the limited liability company has delivered to the Secretary of State for filing
a certificate of reinstatement; (5) the unique identifying...
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