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-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-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-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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10A-5A-11.15
Section 10A-5A-11.15 Reinstatement after dissolution of a series. Notwithstanding Sections
10A-1-9.31 and 10A-1-9.32, a series that has been dissolved may be reinstated upon compliance
with the following conditions: (a) the consent shall have been obtained from the members or
other persons associated with the series entitled to consent at the time that is: (1) required
for reinstatement of the series under the limited liability company agreement; or (2) if the
limited liability company agreement does not state the consent required for reinstatement,
sufficient for dissolution of the series under the limited liability company agreement; or
(3) if the limited liability company agreement neither states the consent required for reinstatement
nor for dissolution, sufficient for dissolution of the series under this chapter; (b) in the
case of a written objection to reinstatement having been delivered to the series before or
at the time of the consent required by subsection (a) by the members...
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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-5.02
Section 10A-5A-5.02 Transfer of transferable interest. (a) A transfer, in whole or in part,
of a transferable interest: (1) is permissible; (2)(A) does not by itself cause a member to
cease to be a member of the limited liability company; and (B) does not by itself cause a
member to cease to be associated with a series of the limited liability company; (3) does
not by itself cause a dissolution and winding up of the limited liability company, or a series
thereof; and (4) subject to Section 10A-5A-5.04, does not entitle the transferee to: (A) participate
in the direction or oversight of the activities and affairs of the limited liability company,
or a series thereof; or (B) have access to records or other information concerning the activities
and affairs of the limited liability company, or a series thereof. (b) A transferee has the
right to receive, in accordance with the transfer, distributions to which the transferor would
otherwise be entitled. (c) A transferable interest may be...
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10A-5A-9.04
Section 10A-5A-9.04 Demand. A member may commence a derivative action in the right of the limited
liability company, or a series thereof, if: (a) the member first makes a written demand upon
the limited liability company or the series, as the case may be, to bring an action to enforce
the right and the limited liability company or the series, as the case may be, does not bring
the action within a reasonable time; or (b) a demand under subsection (a) would be futile.
(Act 2014-144, p. 265, §1.)...
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10A-5A-9.08
Section 10A-5A-9.08 Proceeds and expenses. (a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise,
or settlement, belong to the limited liability company or series thereof, as the case may
be, and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any
proceeds, the derivative plaintiff shall immediately remit them to the limited liability company
or series thereof, as the case may be. (b) If a derivative action is successful in whole or
in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's
fees, from the recovery of the limited liability company or the series thereof, as the case
may be. (Act 2014-144, p. 265, §1.)...
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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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