Title 29 — Partnership

A transferable interest is personal property.

A. A transfer, in whole or in part, of a transferable interest: 1. Is permissible. 2. Does not by itself cause a person's dissociation as a member or a dissolution and winding up of the limited liability company's activities and affairs. 3. Subject to section 29-3504, does not en…

A. On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order requires the limited liability company to pay over to the p…

If a member dies, the deceased member's legal representative may exercise both of the following: 1. The rights of a transferee provided in section 29-3502, subsection C. 2. For the purposes of settling the estate, the rights the deceased member had under section 29-3410.

A. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 29-3602, paragraph 1. B. A person's dissociation as a member is wrongful only if the dissociation either: 1. Is in breach of an expr…

A person is dissociated as a member if and when: 1. The limited liability company knows or has notice of the person's express will to withdraw as a member, but if the person has specified a withdrawal date later than the date the company knew or had notice, the person is dissocia…

A. If a person is dissociated as a member, all of the following apply: 1. The person's right to participate as a member in the management and conduct of the limited liability company's activities and affairs terminates. 2. The person's duties and obligations under section 29-3409…

A. A limited liability company is dissolved, and its activities and affairs must be wound up, on the occurrence of any of the following: 1. An event or circumstance that the operating agreement or articles of organization state causes dissolution. 2. The consent to dissolution is…

A. A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in section 29-3703, the company continues after dissolution only for the purpose of winding up. B. In winding up its activities and affairs, a limited liability com…

A. A limited liability company may rescind its dissolution, unless the articles of termination applicable to the company have become effective, a court of competent jurisdiction has entered an order under section 29-3701, subsection A, paragraph 4 dissolving the company or the co…

A. Except as otherwise provided in subsection D of this section, a dissolved limited liability company may give notice of a known claim under subsection B of this section and the notice has the effect provided in subsection C of this section. B. A dissolved limited liability comp…

A. A dissolved limited liability company that has filed a notice of winding up may require persons having claims against the company to present them in accordance with a notice to claimants in conformity with this section. B. A notice under subsection A of this section must: 1. B…

A. A dissolved limited liability company that has filed and published a notice under section 29-3705 may file an application with the superior court in the county where the company's principal address is located or, if the principal address is not located in this state, in the co…

A. In winding up its activities and affairs, a limited liability company shall apply its assets to discharge the company's obligations to creditors, including members that are creditors. B. After a limited liability company complies with subsection A of this section, any surplus …

A. The commission may commence a proceeding under subsection B of this section to dissolve a limited liability company administratively if the company does not do any of the following: 1. Pay any fee or penalty required to be paid to the commission not later than sixty days after…

A. A limited liability company that is administratively dissolved under section 29-3708 may apply to the commission for reinstatement not later than six years after the effective date of dissolution. B. If the limited liability company has not applied for reinstatement within six…

A. If the commission denies a limited liability company's application for reinstatement following administrative dissolution, the commission shall deliver to the company a notice in a record that explains the reasons for the denial to the address of the company's statutory agent …

A member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the…

A member may maintain a derivative action to enforce a right of a limited liability company if either of the following applies: 1. The member first makes a demand on the other members in a member-managed limited liability company or the managers of a manager-managed limited liabi…

A person may maintain a derivative action to enforce a right of a limited liability company only if the person is a member at the time the action is commenced and either: 1. The person was a member when the conduct giving rise to the action occurred. 2. The person's status as a m…

In a derivative action, the complaint must state with particularity either of the following: 1. The date and content of the plaintiff's demand and the response to the demand by the managers or other members. 2. Why the demand should be excused as futile.

A. If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company.…

A. Except as otherwise provided in subsection B or C of this section or section 29-3807, both of the following apply: 1. Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the pl…

The court, in its discretion, at any stage in a direct or derivative proceeding, may: 1. Treat a direct action as a derivative action subject to, or exempt from, any provisions of this article the court chooses and order recovery to be paid to the limited liability company if the…

A. Subject to subsection D of this section, the law of the jurisdiction of formation of a foreign limited liability company governs both of the following: 1. The internal affairs of the company. 2. The liability of a member as a member and a manager as a manager for a debt, oblig…

A. A foreign limited liability company or a foreign series may not do business in this state until the foreign limited liability company or foreign series registers with the commission under this article. B. A foreign limited liability company or a foreign series doing business i…

A. To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the commission for filing. The statement must state all of the following: 1. The name of the foreign company and, if the name does not comply with sec…

A registered foreign limited liability company or registered foreign series shall deliver to the commission for filing an amendment to its foreign registration statement if there is a change in any of the information required under section 29-3903, except that the filing of an am…

A. Activities of a foreign limited liability company or foreign series that do not constitute doing business in this state under this article include any of the following: 1. Maintaining, defending, mediating, arbitrating or settling an action or proceeding. 2. Carrying on any ac…

A. A foreign limited liability company or foreign series whose name does not comply with section 29-3112 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 29-3112. After reg…

[Repealed or reserved.]

A. A registered foreign limited liability company or registered foreign series that has dissolved and completed winding up or otherwise has ceased to exist shall deliver a statement of withdrawal to the commission for filing. The statement must state all of the following: 1. The …

[Repealed or reserved.]

A. The commission may terminate the registration of a registered foreign limited liability company or registered foreign series in the manner provided in subsections B and C of this section if the commission receives a duly authenticated certificate from the secretary of state or…

A. A registered foreign limited liability company or registered foreign series may withdraw its registration by delivering a statement of withdrawal to the commission for filing. The statement of withdrawal must state all of the following: 1. The name of the foreign company or fo…

The attorney general may maintain an action to enjoin a foreign limited liability company or foreign series from doing business in this state in violation of this article.

A. In this article, unless the context otherwise requires: 1. "Plan" means a plan of merger, interest exchange, conversion, domestication or division, as applicable. 2. "Transaction" means a merger, an interest exchange, a conversion, a domestication or a division, as applicable.…

An interest holder of a domestic limited liability company that is a merging, converting, domesticating or dividing entity or the acquired entity in an interest exchange is entitled to contractual appraisal rights in connection with a transaction under this article to the extent …

A. If a plan is approved as provided by section 29-4004, a domestic limited liability company may be a party to or otherwise undertake a transaction by adopting a plan and otherwise complying with this article and: 1. Chapter 6, article 2 of this title for a merger. 2. Chapter 6,…

If a domestic limited liability company is a merging, converting, domesticating or dividing entity or the acquired entity in an interest exchange, a plan must be approved by all the members of the company entitled to vote on or consent to any matter.

A. A statement of merger, conversion, domestication or division shall serve as the articles of termination for a domestic limited liability company that is not the surviving or resulting business entity in a transaction. B. If a statement of merger includes amendments to the arti…

In this article, unless the context otherwise requires: 1. "License" means a license, a certificate of registration or any other evidence of the satisfaction of the requirements of a licensing authority for the practice of a professional service. 2. "Licensed person" means a pers…

A. One or more persons may form a professional limited liability company by filing articles of organization with the commission that, in addition to the information required under section 29-3201, specify both of the following: 1. That the company is a professional limited liabil…

A. This article does not alter the right of licensed persons to perform professional services in any other business form allowed by law. B. This article does not prohibit a professional limited liability company from employing persons who are not licensed to perform professional …

Professional limited liability companies shall be governed by the laws applicable to other limited liability companies except insofar as the laws are limited or enlarged by or contrary to this article, in any of which events this article shall be controlling.

A. A professional limited liability company may render a category of professional services in this state only through its members, managers, officers, agents and employees who are themselves licensed persons qualified in this state to perform that category of professional service…

The name of a professional limited liability company authorized to transact business in this state shall satisfy the requirements of section 29-3112, except that the name shall contain the words "professional limited liability company" or the abbreviation "P.L.L.C.", "P.L.C.", "P…

This article does not alter any law applicable to the relationship between a person performing professional services and a person receiving those services, including liability arising out of those professional services.

A. A professional limited liability company may not perform any act that is prohibited to be performed by individuals licensed to perform professional services that are rendered by the company. B. Each member, manager, officer, agent and employee of a professional limited liabili…

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform act.