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-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires,
the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for
by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended
or restated. In the case of a foreign limited liability company, the term includes all documents
serving a similar function that are required to be filed to form the limited liability company
in the state or other jurisdiction where it is organized. The term articles of organization
as used in this chapter is synonymous with the term certificate of formation as defined in
Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation
shall be deemed to include articles of organization, and vice-versa. Together with the operating
agreement, the articles of organization or certificate of formation of a limited...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used
in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate
of formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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10A-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited
liability company may merge or consolidate with or into one or more limited liability companies
or other business entities formed or organized under the laws of this state, any other state,
the United States, or any foreign jurisdiction, with the domestic limited liability company
or the other business entity being the surviving or resulting domestic limited liability company
or other business entity. Except as otherwise specifically provided for in the operating agreement,
a merger shall be approved by each domestic limited liability company which is to merge by
all the members at the time approval of the merger is voted on. (b) Notwithstanding prior
approval, an agreement of merger may be terminated prior to filing articles of merger with
the Secretary of State or amended pursuant to a provision for the...
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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-5-6.02
Section 10A-5-6.02 Transferability of member's interest. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the
operating agreement: (1) A membership interest in a limited liability company is assignable
in whole or in part. (2) An assignment of a member's interest in a limited liability company
does not of itself dissolve the limited liability company or entitle the assignee to exercise
any management rights. (3) An assignment only entitles the assignee to the financial rights
of the assignor to the extent assigned. (4) A member who assigns the member's interest in
a limited liability company does not cease to be a member until the assignee is substituted
as provided in Section 10A-5-6.03. (b) A limited liability company, in the governing
documents, may provide that a member's interest in the limited liability company may be evidenced
by a certificate of limited liability company interest issued by the limited liability...

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10A-5-3.03
Section 10A-5-3.03 Agency power of members and managers; duties. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in subsection
(b), every member is an agent of the limited liability company for the purpose of its business
or affairs, and the act of any member, including, but not limited to, the execution in the
name of the limited liability company of any instrument, for apparently carrying on in the
usual way the business or affairs of the limited liability company binds the limited liability
company, unless the member so acting has, in fact, no authority to act for the limited liability
company in the particular matter and the person with whom the member is dealing has knowledge
of the fact that the member has no such authority. (b) If the certificate of formation provides
that management of the limited liability company is vested in a manager or managers, both
of the following conditions apply: (1) No member, acting solely in...
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10A-5-6.03
Section 10A-5-6.03 Right of assignee to become member. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the
operating agreement: (1) An assignee of an interest in a limited liability company may become
a member only if the other members unanimously consent. The consent of a member may be evidenced
in any manner specified in the operating agreement, but in the absence of such a specification,
consent shall be evidenced by a written instrument, dated and signed by the member. (2) The
assignor of a membership interest is not released from liability to the limited liability
company under Section 10A-5-5.02, whether or not the assignee becomes a member. (3)
A member who assigns the member's entire interest in the limited liability company ceases
to be a member or to have the power to exercise any rights of a member when any assignee of
the interest becomes a member with respect to the assigned interest. (b) An assignee who...

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10A-5-5.02
Section 10A-5-5.02 Liability for contributions. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in the certificate of formation,
a member is obligated to the limited liability company to perform any promise to pay cash
or convey property or to render services, even if the member is unable to perform because
of death, disability, or any other reason. A member who does not perform such a promise is
obligated at the option of the limited liability company to pay cash equal to the amount or
value of the portion of the contribution that has not been paid, conveyed, or rendered. (b)
The operating agreement may provide that the interest of any member who fails to make any
contribution that the member is obligated to make, or who fails to pay any agreed assessment
that the member is obligated to make, shall be subject to a reasonable penalty for such failure.
The penalty may take the form of reducing the defaulting member's proportionate...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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