10A-5A-10.07
Section 10A-5A-10.07 Filings required for merger; effective date. (a) After each constituent
organization has approved the plan of merger, a statement of merger must be signed on behalf
of: (1) each constituent limited liability company, as provided in Section 10A-5A-2.04(a);
and (2) each other constituent organization, as provided by its governing statute. (b) A statement
of merger under this section must include: (1) the name, type of organization, and
mailing address of the principal office of each constituent organization, the jurisdiction
of the governing statute of each constituent organization, and the respective unique identifying
number or other designation as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other designation as assigned
by the Secretary of State, if any, of the surviving organization, the...
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27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure
captive insurance company or a protected cell captive insurance company shall be formed as
a stock or mutual insurer, or as a nonprofit or limited liability company with its capital
divided into units and held by the stockholders, members, or other equivalent as allowed by
law. (b) An association captive insurance company, an industrial insured captive insurance
company, or a risk retention group may be formed in any of the following ways: (1) Organized
as a stock insurer with its capital divided into share units and held by the stockholders,
members, or other equivalent as allowed by law. (2) Organized as a mutual insurer without
capital stock, the governing body of which is elected by the member organizations of its association.
(3) Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized
as a manager-managed limited liability company. (c) A captive insurance...
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10A-5-2.06
Section 10A-5-2.06 Records to be kept; right of inspection. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Each limited liability company shall
keep at its registered office or principal place of business in this state the following records:
(1) A current list of the full name and last known business or residence street address of
each member, and each manager, if any. (2) A copy of the filed certificate of formation and
all amendments thereto, together with executed copies of any powers of attorney pursuant to
which any documents have been executed. (3) Copies of the limited liability company's federal,
state, and local income tax returns and reports, if any, for the three most recent years.
(4) Copies of any then effective operating agreements including any amendments thereto. (5)
Copies of any financial statements of the limited liability company for the three most recent
years. (b) Those records, and any other books and records of the limited...
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10A-5-1.03
Section 10A-5-1.03 Powers. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. Unless its certificate of formation provides otherwise, every limited liability
company has perpetual duration and succession in its name and has , without limitation, all
powers enumerated in Chapter 1, including Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(Acts 1993, No. 93-724, p. 1425, §4; Act 97-920, 1st Ex. Sess., p. 312, §1; §10-12-4; amended
and renumbered by Act 2009-513, p. 967, §213.)...
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10A-5-2.05
Section 10A-5-2.05 Pre-formation transactions. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company may not transact business
or incur indebtedness, except that which is incidental to its organization or to obtaining
subscriptions for or payment of contributions, until the certificate of formation has been
filed. Persons engaged in prefiling activities other than those authorized by this section
shall be jointly and severally liable for any debts or liabilities incurred in the course
of those activities as provided in Section 10A-5-1.05. In no event shall the activities
of an organizer authorized under this chapter result in liability for such person under this
section. This section shall not be interpreted to invalidate any debts, contracts,
or liabilities of the limited liability company incurred on behalf of the limited liability
company prior to the filing of its certificate of formation. (Act 2009-513, p. 967, §222.)...

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10A-8A-11.01
Section 10A-8A-11.01 Application to existing relationships. (a) Beginning January 1,
2019, this chapter governs all partnerships and all foreign partnerships. (b) With respect
to a partnership formed before January 1, 2019, and governed by the laws of this state, the
following rules apply: (1) a registration of a limited liability partnership which is current
and effective as of December 31, 2018, shall remain effective without further action on the
part of the limited liability partnership, and a partnership having the status of a limited
liability partnership, under predecessor law, shall have the status of a limited liability
partnership under this chapter and to the extent such partnership has not filed a statement
of limited liability partnership pursuant to this chapter, the registration or latest annual
notice filed by such partnership under predecessor law shall constitute a statement of limited
liability partnership filed under this chapter; (2) a partnership's partnership...
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10A-5A-3.02
Section 10A-5A-3.02 Power to bind limited liability company. No person shall have the
power to bind the limited liability company, or a series thereof, except: (a) to the extent
the person is authorized to act as the agent of the limited liability company or a series
thereof under or pursuant to the limited liability company agreement; (b) to the extent the
person is authorized to act as the agent of the limited liability company or a series thereof
pursuant to Sections 10A-5A-4.07, 10A-5A-7.03 or 10A-5A-11.11; or (c) to the extent provided
by law other than this chapter. (Act 2014-144, p. 265, §1.)...
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10A-8A-10.01
Section 10A-8A-10.01 Limited liability partnerships; statements; cancellations. (a)
A partnership may be formed as, or may become, a limited liability partnership pursuant to
this section. (b) In order to form a limited liability partnership, the original partnership
agreement of the partnership shall state that the partnership is formed as a limited liability
partnership, and the partnership shall deliver to the Secretary of State for filing a statement
of limited liability partnership in accordance with subsection (d) of this section.
(c) In order for an existing partnership to become a limited liability partnership, the terms
and conditions on which the partnership becomes a limited liability partnership must be approved
by the affirmative approval necessary to amend the partnership agreement and, in the case
of a partnership agreement that expressly considers obligations to contribute to the partnership,
also the affirmative approval necessary to amend those provisions, and after...
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10A-5-4.04
Section 10A-5-4.04 Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A member may bring an action in the right of a limited liability
company to recover a judgment in its favor if the members or managers with authority to do
so have refused to bring the action or if an effort to cause those members or managers to
bring the action is not likely to succeed. (b) In a derivative action, the plaintiff shall
be a member (1) at the time of bringing the action or have succeeded to the right of a member
by operation of law or pursuant to the terms of the operating agreement from a person who
was a member and (2) at the time of the transaction of which he or she complains. (c) In a
derivative action, the complaint shall set forth with particularity the effort of the plaintiff
to secure initiation of the action by the members or managers with authority to do so, or
the reasons for not making the effort. (d) If a derivative action is...
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10A-5A-11.02
Section 10A-5A-11.02 Enforceability of obligations and expenses of series against assets.
(a) Subject to subsection (b): (1) the debts, liabilities, obligations, and expenses incurred,
contracted for, or otherwise existing with respect to a series shall be enforceable against
the assets of that series only, and shall not be enforceable against the assets of the limited
liability company generally or any other series thereof; and (2) none of the debts, liabilities,
obligations, and expenses incurred, contracted for, or otherwise existing with respect to
the limited liability company generally or any other series thereof shall be enforceable against
the assets of a series. (b) Subsection (a) applies only if: (1) the records maintained for
that series account for the assets of that series separately from the other assets of the
limited liability company or any other series; (2) the limited liability company agreement
contains a statement to the effect of the limitations provided in...
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