Title 34, Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts

Sec. 34-247f. Effective date and time. Except as provided in section 34-247g and subject to the provisions of subsection (c) of section 34-247h, a certificate of organization is effective and a foreign registration certificate is effective on the date and at the time of its filin…

Sec. 34-247g. Withdrawal of filed record prior to taking effect. (a) A record delivered to the Secretary of the State for filing may be withdrawn before it takes effect by delivering to the Secretary of the State for filing a certificate of withdrawal. (b) A certificate of withdr…

Sec. 34-247h. Correcting filed record. (a) A person on whose behalf a record was delivered to the Secretary of the State for filing may correct the record after it is filed if: (1) The record at the time of filing was inaccurate; (2) the record was defectively signed; or (3) the …

Sec. 34-247i. Duties of Secretary of the State re filing and delivery of record. (a) The Secretary of the State shall file a record delivered to the Secretary of the State for filing which satisfies sections 34-243 to 34-283d, inclusive. The duty of the Secretary of the State und…

Sec. 34-247j. Certificate of legal existence. On request of any person, the Secretary of the State shall issue a certificate of legal existence for a domestic or registered foreign limited liability company. A certificate issued by the Secretary of the State under this section ma…

Sec. 34-247k. Annual report. (a) A limited liability company or a registered foreign limited liability company shall deliver to the Secretary of the State by electronic transmission an annual report that states: (1) The name of the company; (2) The street address and mailing addr…

Secs. 34-248 to 34-250. Reserved for future use. PART III RELATIONS OF MEMBERS AND MANAGERS TO PERSONSDEALING WITH LIMITED LIABILITY COMPANY

Sec. 34-251. Effect of person's status as member. (a) A member is not an agent of a limited liability company solely by reason of being a member. (b) A person's status as a member does not prevent or restrict law other than sections 34-243 to 34-283d, inclusive, from imposing lia…

Sec. 34-251a. Liability of members and managers. (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…

Secs. 34-252 to 34-254. Reserved for future use. PART IV RELATIONS OF MEMBERS TO EACH OTHER ANDTO LIMITED LIABILITY COMPANY

Sec. 34-255. Becoming a member. (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If differ…

Sec. 34-255a. Form of contribution. 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…

Sec. 34-255b. Liability for contribution. (a) A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability or other inability to perform personally. (b) If a person does not fulfill an obligation to make a contributi…

Sec. 34-255c. Sharing of and right to distributions before dissolution. (a) Any distributions made by a limited liability company before its dissolution and the winding up of its activities and affairs must be made among members and persons dissociated as members in that proporti…

Sec. 34-255d. Limitations on distributions. (a) A limited liability company may not make a distribution, if after the distribution: (1) The company would not be able to pay its debts as they become due in the ordinary course of the company's activities and affairs; or (2) the com…

Sec. 34-255e. Liability for improper distributions. (a) Except as provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of sectio…

Sec. 34-255f. Management of limited liability company. (a) A limited liability company is a member-managed limited liability company unless the operating agreement: (1) Expressly provides that: (A) The company is or will be “manager-managed”; (B) the company is or will be “manage…

Sec. 34-255g. Reimbursement, indemnification, advancement and insurance. (a) A limited liability company shall reimburse a member of a member-managed company or the manager of a manager-managed company for any payment made by the member or in the course of the member's or manager…

Sec. 34-255h. Standards of conduct for members and managers. (a) A member of a member-managed limited liability company owes to the company and, subject to subsection (b) of section 34-271, the other members the duties of loyalty and care set forth in subsections (b) and (c) of t…

Sec. 34-255i. Rights of member, manager and person disassociated as member to information. (a) In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location…

Secs. 34-256 to 34-258. Reserved for future use. PART V TRANSFERABLE INTERESTS AND RIGHTS OFTRANSFEREES AND CREDITORS

Sec. 34-259. Nature of transferable interest. A transferable interest is personal property. (P.A. 16-97, S. 49.) History: P.A. 16-97 effective July 1, 2017.

Sec. 34-259a. Transfer of transferable interest. (a) Subject to subsection (f) of section 34-259b, a transfer, in whole or in part, of a transferable interest: (1) Is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited …

Sec. 34-259b. Charging order. (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. Subject to subsection (e) of this section, a …

Sec. 34-259c. Power of legal representative of deceased member. If a member dies, the deceased member's legal representative may exercise: (1) The rights of a transferee provided in subsection (c) of section 34-259a; and (2) for the purposes of settling the estate, the rights the…

Secs. 34-260 to 34-262. Reserved for future use. PART VI DISSOCIATION

Sec. 34-263. Power to dissociate as member. Wrongful dissociation. (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 subdivision (1) of section 34-263a. (b) A person's dissociation as a mem…

Sec. 34-263a. Events causing dissociation. A person is dissociated as a member when: (1) The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date; (2)…

Sec. 34-263b. Effect of dissociation. (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 company's activities and affairs terminates; (2) if the company is member-managed, the person's duties and obli…

Secs. 34-264 to 34-266. Reserved for future use. PART VII DISSOLUTION AND WINDING UP

Sec. 34-267. Events causing dissolution. (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 consen…

Sec. 34-267a. Winding up. (a) A dissolved limited liability company shall wind up its activities and affairs and, except as provided in section 34-267b, the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, a lim…

Sec. 34-267b. Reinstatement after dissolution. (a) A limited liability company may be reinstated as provided in this section at any time after its dissolution, unless the Superior Court for the judicial district where the limited liability company is located has entered an order …

Sec. 34-267c. Known claims against dissolved limited liability company. (a) Except as 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, which has the effect provided in subsecti…

Sec. 34-267d. Other claims against dissolved limited liability company. (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 subsecti…

Sec. 34-267e. Court proceedings. (a) A dissolved limited liability company that has published a notice under section 34-267d may file an application with the Superior Court in the judicial district where the dissolved company's principal office is located or, if the principal off…

Sec. 34-267f. Disposition of assets in winding up. (a) In winding up its activities and affairs, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company complies with…

Sec. 34-267g. Dissolution by forfeiture. (a) The Secretary of the State may effect the dissolution of a limited liability company by forfeiture as provided in this section. (b) Whenever it comes to the attention of the Secretary of the State that a limited liability company is mo…

Secs. 34-268 to 34-270. Reserved for future use. PART VIII ACTIONS BY MEMBERS

Sec. 34-271. Direct action by member. (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rig…

Sec. 34-271a. Derivative action. 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 li…

Sec. 34-271b. Derivative action. Proper plaintiff. 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 occurr…

Sec. 34-271c. Derivative action. Pleading. In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff's demand and the response by the managers or other members to the demand; or (2) why the demand should be excused as futile. (P.A.…

Sec. 34-271d. Derivative action. Special litigation committee. (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 whet…

Sec. 34-271e. Derivative action. Proceeds and expenses. (a) Except as provided in subsection (b) of this section: (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 plain…

Secs. 34-272 to 34-274. Reserved for future use. PART IX FOREIGN LIMITED LIABILITY COMPANIES