10A-5A-7.10
Section 10A-5A-7.10 Effect of reinstatement. (a) Subject to subsection (b), upon reinstatement,
the limited liability company shall be deemed for all purposes to have continued its activities
and affairs as if dissolution had never occurred; and each right inuring to, and each debt,
obligation, and liability incurred by, the limited liability company after the dissolution
shall be determined as if the dissolution had never occurred. (b) The rights of persons acting
in reliance on the dissolution before those persons had notice of the reinstatement shall
not be adversely affected by the reinstatement. (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-5-9.03
Section 10A-5-9.03 Vesting of certain rights, privileges, powers, property, liabilities, and
duties. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a)
When any merger has become effective under this chapter, for all purposes of the laws of the
state, all the rights, privileges, and powers of each of the domestic limited liability companies
and other business entities that have merged, and all property, real, personal, and mixed,
and all debts due to any of the domestic limited liability companies and other business entities,
as well as all other things and causes of action belonging to each of the domestic limited
liability companies and other business entities, shall be vested in the surviving or resulting
domestic limited liability company or other business entity, and shall thereafter be the property
of the surviving or resulting domestic limited liability company or other business entity
as they were of each of the domestic limited liability...
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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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22-21-33
Section 22-21-33 Penalties for operation of or referring persons to unlicensed hospital. (a)(1)
Any individual, association, corporation, partnership, limited liability company, or other
business entity who operates or causes to be operated a hospital of any kind as defined in
this article or any rules promulgated hereunder, without having been granted a license by
the State Board of Health shall be guilty of a Class B misdemeanor upon conviction, except
that any individual, association, corporation, partnership, limited liability company, or
other business entity who operates or causes to be operated a hospital of any kind as defined
in this article or any rules promulgated hereunder without having been granted a license by
the State Board of Health shall be guilty of a Class A misdemeanor upon conviction of a second
or any subsequent offense. (2) The State Board of Health, upon determination that a facility
or business is operating as a hospital, within the meaning of this article or...
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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-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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10A-5A-6.01
Section 10A-5A-6.01 Member's power to dissociate; wrongful dissociation. (a) A person has the
power to dissociate as a member. (b) A person's dissociation from a limited liability company
is wrongful only if: (1) it is in breach of an express provision of the limited liability
company agreement; (2) the person is expelled as a member by judicial determination under
Section 10A-5A-6.02(e); or (3) the person is dissociated by becoming a debtor in bankruptcy
or making a general assignment for the benefit of creditors. (c) A person that wrongfully
dissociates as a member is liable to the limited liability company and, subject to Section
10A-5A-9.01, to the other members for damages caused by the dissociation. The liability is
in addition to any other debt, obligation, or liability of the member to the limited liability
company or the other members. (Act 2014-144, p. 265, §1.)...
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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-8A-9.03
Section 10A-8A-9.03 Action on plan of conversion by converting partnership. (a) Subject to
Section 10A-8A-9.10, a plan of conversion must be consented to by all the partners of a converting
partnership. (b) Subject to Section 10A-8A-9.10 and any contractual rights, after a conversion
is approved, and at any time before a filing is made under Section 10A-8A-9.04, a converting
partnership may amend the plan or abandon the planned conversion: (1) as provided in the plan;
and (2) except as prohibited by the plan, by the same consent as was required to approve the
plan. (Act 2018-125, §7.)...
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