Title 29, Partnership

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…

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…