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-11.11
Section 10A-5A-11.11 Right to wind up activities and affairs of series. (a) The person or persons
designated in the limited liability company agreement to wind up the activities and affairs
of the dissolved series shall wind up the activities and affairs of the dissolved series in
accordance with Section 10A-5A-11.10. If no person or persons are designated in the limited
liability company agreement to wind up the activities and affairs of the dissolved series,
then the remaining members associated with the dissolved series shall wind up the activities
and affairs of the dissolved series in accordance with Section 10A-5A-11.10. If no person
or persons are designated in the limited liability company agreement to wind up the activities
and affairs of the dissolved series and there are no remaining members associated with the
dissolved series, then all of the holders of the transferable interests associated with the
series, or their designee, shall wind up the activities and affairs of the...
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10A-5A-7.07
Section 10A-5A-7.07 Reinstatement after dissolution. Notwithstanding Sections 10A-1-9.31 and
10A-1-9.32, a limited liability company 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 entitled to consent at the time that is: (1) required for reinstatement 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 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
under this chapter; (b) in the case of a written objection to reinstatement having been delivered
to the limited liability company before or at the time of the consent required by subsection
(a) by the members or other persons having authority under the...
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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-5A-7.08
Section 10A-5A-7.08 Certificate of reinstatement. (a) In order to reinstate a limited liability
company under this article, a certificate of reinstatement shall be delivered for filing to
the Secretary of State which certificate of reinstatement shall have attached thereto a true
and complete copy of the limited liability company's certificate of formation. The certificate
of reinstatement shall state: (1) the name of the limited liability company before reinstatement;
(2) the name of the limited liability company following reinstatement, which limited liability
company name shall comply with Section 10A-5A-7.09; (3) the date of formation of the limited
liability company; (4) the date of dissolution of the limited liability company, if known;
(5) a statement that all applicable conditions of Section 10A-5A-7.07 have been satisfied;
(6) the address of the registered office and the name of the registered agent at that address
in compliance with Article 5 of Chapter 1; and (7) The unique...
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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-9A-2.05
Section 10A-9A-2.05 Liability for false information in a filed writing. If a writing delivered
for filing under this chapter and filed under this chapter contains information which is false
in any material respect and if such information is required to be set forth on a newly filed
certificate of formation under this chapter, a person that suffers loss by reasonable reliance
on the information may recover damages for the loss from: (1) a person that signed the writing,
or caused another to sign it on the person's behalf, and knew the information to be false
at the time the writing was signed; and (2) a general partner that has notice that the information
was false when the writing was filed or has become false because of changed circumstances,
if the general partner has notice for a reasonably sufficient time before the information
is relied upon to enable the general partner to effect an amendment under Section 10A-9A-2.02,
file a petition pursuant to Division B of Article 5 of...
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26-2A-102
Section 26-2A-102 Court appointment of guardian for incapacitated person. (a) Except as provided
by subsection (e), an incapacitated person or any person interested in the welfare of the
incapacitated person may petition for appointment of a limited or general guardian. (b) After
the filing of a petition, the court shall set a date for hearing on the issue of incapacity
so that notices may be given as required by Section 26-2A-103, and, unless the allegedly incapacitated
person is represented by counsel, appoint an attorney to represent the person in the proceeding.
The person so appointed may be granted the powers and duties of a guardian ad litem. The person
alleged to be incapacitated shall be examined by a physician or other qualified person appointed
by the court who shall submit a report in writing to the court. The person alleged to be incapacitated
also shall be interviewed by a court representative sent by the court. The court representative
also shall interview the person who...
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40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) AFFILIATE. An affiliate of another person shall include any of the following:
a. A person who directly or indirectly either: 1. Beneficially owns 15 percent or more of
the outstanding voting securities or other voting ownership interests of the other person,
whether through rights, options, convertible interests, or otherwise; or 2. Controls or holds
power to vote 15 percent or more of the outstanding voting securities or other voting ownership
interests of the other person. b. A person owning 15 percent or more of the outstanding voting
securities or other voting ownership interests of which are directly or indirectly either:
1. Beneficially owned by the other person, whether through rights, options, convertible interests,
or otherwise; or 2. Controlled or held with power to vote by the other person. c. A partnership
or limited liability company in which the other person...
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10A-5A-4.07
Section 10A-5A-4.07 Direction and oversight of the limited liability company. (a) The limited
liability company agreement of a limited liability company may provide that the activities
and affairs of the limited liability company shall be under the direction, and subject to
the oversight, of: (1) its members; (2) one or more managers; or (3) such other governance
structure as provided in the limited liability company agreement. The limited liability company
agreement of a limited liability company may provide that the activities and affairs of a
series shall be under the direction, and subject to the oversight, of: (1) the members associated
with that series; (2) one or more managers; or (3) such other governance structure as provided
in the limited liability company agreement. (b) If the limited liability company agreement
does not specify who shall direct and oversee the activities and affairs of the limited liability
company or a series thereof: (1)(A) The activities and affairs of...
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