Title 4, Business and Commercial Law

(a) A limited liability company that is administratively dissolved under § 4-38-708 may apply to the Secretary of State for reinstatement not later than two years after the effective date of dissolution. The application must state:(1) the name of the company at the time of its ad…

(a) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the company with a notice in a record that explains the reasons for the denial. (b) A limited liability compan…

(a) Subject to subsection (b), 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…

(1) A member may maintain a derivative action to enforce a right of a limited liability company if:(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 liability company, requesting th…

(1) A derivative action to enforce a right of a limited liability company may be maintained only by a person that is a member at the time the action is commenced and:(1) was a member when the conduct giving rise to the action occurred; or(2) whose status as a member devolved on t…

(1) In a derivative action, the complaint must state with particularity:(1) the date and content of plaintiff's demand and the response to the demand by the managers or other members; or(2) why demand should be excused as futile. (1) the date and content of plaintiff's demand and…

(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):(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 plaintiff; and(2) if the plaintiff receives any proceeds, the plain…

(a) The law of the jurisdiction of formation of a foreign limited liability company governs:(1) the internal affairs of the company;(2) the liability of a member as member and a manager as manager for a debt, obligation, or other liability of the company; and(3) the liability of …

(a) A foreign limited liability company may not do business in this state until it registers with the Secretary of State under this subchapter. (b) A foreign limited liability company doing business in this state may not maintain an action or proceeding in this state unless it is…

(1) To register to do business in this state, a foreign limited liability company must deliver a foreign registration statement to the Secretary of State for filing. The statement must state:(1) the name of the company and, if the name does not comply with § 4-38-112, an alternat…

(1) A registered foreign limited liability company shall deliver to the Secretary of State for filing an amendment to its foreign registration statement if there is a change in:(1) the name of the company;(2) the company's jurisdiction of formation;(3) an address required by § 4-…

(a) Activities of a foreign limited liability company which do not constitute doing business in this state under this subchapter include:(1) maintaining, defending, mediating, arbitrating, or settling an action or proceeding;(2) carrying on any activity concerning its internal af…

(a) A foreign limited liability company whose name does not comply with § 4-38-112 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 § 4-38-112. A company that registers under an al…

A registered foreign limited liability company that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the Secretary of State for filing is deemed to have withdrawn its registration on the effective date o…

(a) A registered foreign limited liability company that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a statement of…

(a) When a registered foreign limited liability company has merged into a foreign entity that is not registered to do business in this state or has converted to a foreign entity required to register with the Secretary of State to do business in this state, the foreign entity shal…

(a) The Secretary of State may terminate the registration of a registered foreign limited liability company in the manner provided in subsections (b) and (c) if the company does not:(1) pay, not later than 60 days after the due date, any fee, tax, interest, or penalty required to…

(a) A registered foreign limited liability company may withdraw its registration by delivering a statement of withdrawal to the Secretary of State for filing. The statement of withdrawal must state:(1) the name of the company and its jurisdiction of formation;(2) that the company…

The Attorney General may maintain an action to enjoin a foreign limited liability company from doing business in this state in violation of this subchapter.

(a) A foreign limited liability company transacting business in this state shall not maintain an action, suit, or proceeding in a court of this state until it has registered in this state. (b) The failure of a foreign limited liability company to register in this state does not:(…