Title 4, Business and Commercial Law

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; and(3) subject to § 4-38-504, does not en…

(a) On application to a court of competent jurisdiction by a judgment creditor of a member, transferee, or any other owner of a membership interest in a limited liability company, a court having jurisdiction may charge the membership interest of the judgment debtor with payment o…

(1) If a member dies, the deceased member's legal representative may exercise:(1) the rights of a transferee provided in § 4-38-502(c); and(2) for the purposes of settling the estate, the rights the deceased member had under § 4-38-410. (1) the rights of a transferee provided in …

(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 § 4-38-602(1). (b) A person's dissociation as a member is wrongful only if the dissociation:(1) is in breach of an express provision of the…

(1) A person is dissociated as a member 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, on that later date;(2) a…

(a) If a person is dissociated as a member:(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 § 4-38-409 as a member end with regard to …

(a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:(1) an event or circumstance that the operating agreement states causes dissolution;(2) the affirmative vote or consent of all the members;(3…

(a) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in § 4-38-703, the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a limited liability compan…

(a) A limited liability company may rescind its dissolution within 120 days after the election to dissolve unless:(1) termination has become effective;(2) a court has entered an order dissolving the limited liability company; or(3) the Secretary of State has dissolved the limited…

(a) Except as otherwise provided in subsection (d), a dissolved limited liability company may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). (b) A dissolved limited liability company may in a record notify its known claimants o…

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) A notice under subsection (a) must:(1) be published at least once in a newspaper of general cir…

(a) A dissolved limited liability company that has published a notice under § 4-38-705 may file an application with the circuit court in the county where the company's principal office is located or, if the principal office is not located in this state, where the office of its re…

(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), any surplus must be dist…

(a) The Secretary of State may commence a proceeding under subsection (b) to dissolve a limited liability company administratively if the company does not:(1) pay any fee, tax, interest, or penalty required to be paid to the Secretary of State not later than six months after it i…

(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:(…

(a) No domestic or foreign registered limited liability partnership shall conduct any business in this state under a fictitious name unless it first files with the Secretary of State a form supplied or approved by the Secretary of State giving the following information:(1) The fi…

The Secretary of State shall collect the following fees when the documents described in this section are delivered to him or her by electronic means: DOCUMENT FEE | PROCESSING FEE (1) | Application for fictitious name for domestic limited liability partnership . . . . . . . . . .…

(a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a pa…

The name of a limited liability partnership must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the office of the Secretary of State which contains:(1) the name of the limited liability partnership and the state or ot…

(1) “Business” includes every trade, occupation, and profession. (2) “Debtor in bankruptcy” means a person who is the subject of:(i) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or(ii) a compa…

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person:(1) knows of it;(2) has received a notification of it; or(3) has reason to know it exists from all of the facts known to the person at the time in question. (1) kno…

(a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relati…

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be six percent (6%).

(a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an office in another State may be filed in the office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnershi…