Title 29, Partnership

A. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. B. A person that becomes a member is deemed to assent to the operating agreement. C. Two or more persons intendi…

A. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified conditio…

A. A limited liability company is an entity distinct from its member or members. B. Except as provided in subsections C and D of this section, a limited liability company may have any lawful purpose, regardless of whether the purpose is for profit. C. A limited liability company …

A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities and affairs.

A. Before September 1, 2020, this chapter applies only to the following: 1. A limited liability company that is formed, converted or domesticated on or after September 1, 2019 or a registered foreign limited liability company that is registered in this state on or after September…

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

A. The name of a limited liability company must contain the phrase "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC" in uppercase or lowercase letters. B. Except as otherwise provided in subsection D of this section, the name of …

A. A person may reserve the exclusive use of a name that complies with section 29-3112 by delivering an application to the commission for filing. The application must state the name and address of the applicant and the name to be reserved. If the commission finds that the name is…

A. A foreign limited liability company not registered to do business in this state under article 9 of this chapter may register its name, or an alternate name adopted pursuant to section 29-3906, if the name is distinguishable on the records of the commission or the secretary of …

A. Each limited liability company and each registered foreign limited liability company shall designate and maintain a statutory agent in this state. Unless the statutory agent signed the document making the appointment, the appointment of a statutory agent is not effective until…

A. A limited liability company or registered foreign limited liability company may change its statutory agent, its principal address, the address of one or more of its managers or members or the address of its statutory agent by delivering to the commission for filing a statement…

A. A statutory agent may resign as an agent for a limited liability company or registered foreign limited liability company by delivering to the commission for filing a statement of resignation that states all of the following: 1. The name of the company or foreign company. 2. Th…

A. If a statutory agent changes its name or address, the agent may deliver to the commission for filing a statement of change that states all of the following: 1. The name of the limited liability company or registered foreign limited liability company represented by the statutor…

A. A limited liability company or registered foreign limited liability company may be served with any process, notice or demand required or permitted by law by serving its statutory agent. B. If a limited liability company or registered foreign limited liability company ceases to…

A. Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice and electronic transmission. B. Delivery to the commission is effective only when a record is received by the commission.

The legislature of this state has the power to amend or repeal all or any part of this chapter at any time, and all limited liability companies and foreign limited liability companies subject to this chapter are governed by the amendment or repeal.

The commission has the power reasonably necessary to administer this chapter efficiently and to perform the duties imposed on the commission under this chapter.

A limited liability company established or a foreign limited liability company transacting business in this state pursuant to this chapter shall pay the taxes that are imposed by the laws of this state or any political subdivision of this state on domestic and foreign limited par…

A. One or more persons may act as organizers to form a limited liability company by delivering to the commission for filing the articles of organization. B. The articles of organization must state all of the following: 1. The name of the limited liability company that complies wi…

A. The articles of organization may be amended or restated at any time, including to: 1. Change the name of the limited liability company. 2. Change from a member-managed limited liability company to a manager-managed limited liability company or from a manager-managed limited li…

A. A record delivered to the commission for filing pursuant to this chapter must be signed as follows: 1. Except as otherwise provided in paragraphs 2 and 3 of this subsection, a record signed by a limited liability company, foreign limited liability company or foreign series mus…

A. If a person required by this chapter to sign a record or deliver a record to the commission for filing under this chapter does not do so, any other person that is aggrieved may petition a court of competent jurisdiction to order any of the following: 1. The person to sign the …

A. If a record that is delivered to the commission for filing under this chapter and that is filed by the commission contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: 1. A person that signed the recor…

A. To be filed by the commission pursuant to this chapter, a record must be received by the commission, comply with this chapter and satisfy the following: 1. The filing of the record must be required or allowed by this chapter. 2. The record must be physically delivered in writt…

A. Except as otherwise provided in section 29-3208 and subject to section 29-3209, subsection D, a record filed under this chapter is effective: 1. On the date and at the time of its delivery to the commission, as provided in subsection B of this section or section 29-3210, subse…

A. Except as otherwise provided in sections 29-2204, 29-2304, 29-2404, 29-2504 and 29-2604, a record delivered to the commission for filing may be withdrawn before it takes effect by delivering to the commission for filing a statement of withdrawal. B. A statement of withdrawal m…

A. A person on whose behalf a filed record was delivered to the commission for filing may correct the record if any of the following applies: 1. The record at the time of filing was inaccurate. 2. The record was defectively signed. 3. The electronic transmission of the record to …

A. The commission shall file a record that is delivered to the commission for filing and that satisfies this chapter. The duty of the commission under this section is ministerial. B. When the commission files a record, the commission shall record the record as filed on the date a…

A. On request of any person, and after payment of the requisite fee, the commission shall issue a certificate of good standing for a limited liability company or a certificate of registration for a registered foreign limited liability company or a registered foreign series if the…

A. The commission may propound to any limited liability company, registered foreign limited liability company, designating foreign company or registered foreign series and to any member or manager of the company or series interrogatories as may be reasonably necessary and proper …

A. The commission shall collect and deposit, pursuant to sections 35-146 and 35-147, the following nonrefundable fees when the following documents are delivered to the commission: 1. The initial articles of organization, fifty dollars. 2. A foreign registration statement, one hun…

A. In a member-managed limited liability company, both of the following apply: 1. Each member is an agent of the company for the purpose of conducting the company's activities and affairs in the ordinary course. 2. The act of each member done in the ordinary course of the company…

A. A debt, obligation or other liability of a limited liability company is solely the debt, obligation or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation or other lia…

A. At the time of formation, a limited liability company must have at least one member. If a company is to have only one member on formation, the person becomes a member by agreeing to be a member and by being identified as the member in the articles of organization. The member a…

A contribution may consist of property transferred to, services performed for or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for or provide another benefit to the company.

A. A person's obligation to make a contribution to a limited liability company is not enforceable unless the obligation is set forth in a record signed by the person or as otherwise provided in section 29-3502, subsection H. A person's obligation to make a contribution to the com…

A. Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 29-3502 or charging order in ef…

A. A limited liability company may not make a distribution, including a distribution under section 29-3707, if after the distribution either of the following applies: 1. The company would not be able to pay its debts as the debts become due in the ordinary course of the company's…

A. A person that receives a distribution that violates section 29-3405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid to that person under section 29-…

A. Management of a limited liability company is reserved to its members unless the articles of organization provide that the company is managed by one or more managers. B. In a member-managed limited liability company, the following apply: 1. Except as expressly provided in this …

A. A limited liability company shall reimburse a present or former member of a member-managed company or manager of a manager-managed company for any payment made by the member or manager in the course of the member's or manager's activities on behalf of the company if the member…

A. A member of a member-managed limited liability company owes to the company and the other members the duties of loyalty and care stated in subsections B and C of this section. B. The fiduciary duty of loyalty of a member in a member-managed limited liability company includes th…

A. A limited liability company shall keep all of the following: 1. A current list of the full name and last known address of each member and manager. 2. A copy of the articles of organization and all amendments to the articles of organization. 3. A copy of all current and prior w…

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…