Title 23, Corporations And Partnerships

§414D-64 Administrative order of abatement for infringement of corporate name. (a) Any domestic corporation in good standing or foreign corporation authorized to do business in this State claiming that the name of another entity registered or authorized to transact business under…

[§414D-7] Correcting filed document. (a) A domestic or foreign corporation may correct a document filed by the department director if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is…

PART V. OFFICE AND REGISTERED AGENT §414D-71 Registered agent. Each corporation shall continuously maintain in this State a registered agent, who shall have a business address in this State and shall be: (1) An individual who resides in this State; (2) A domestic entity authorize…

§414D-72 Designation or change of registered agent. (a) A corporation that does not already have a registered agent shall designate its registered agent by complying with section 425R-4. (b) A corporation may change its registered agent by complying with section 425R-7. (c) If th…

§414D-73 Resignation of registered agent. A registered agent may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 2001, c 105, pt of §1; am L 2012, c 58, §7]

§414D-74 Service on corporation. (a) Service of any notice or process authorized by law that is issued against any domestic or foreign corporation by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered agent, offi…

§414D-8 Filing duty of the department director. (a) If a document delivered to the office of the department director for filing satisfies the requirements of section 414D-3, the department director shall file it. (b) The department director files a document by stamping or otherwi…

part VI. MEMBERS AND MEMBERSHIPS [§414D-81] Admission. (a) The articles or bylaws may establish criteria or procedures for the admission of members. (b) No person shall be admitted as a member without the person's consent. [L 2001, c 105, pt of §1]

[§414D-82] Consideration. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. [L 2001, c 105, pt of §1]

[§414D-83] No requirement of members. A corporation is not required to have members. [L 2001, c 105, pt of §1]

[§414D-84] Differences in rights and obligations of members. (a) All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer; unless the articles or bylaws establish classes of membership with different rights or obligation…

[§414D-85] Member's liability to third parties. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation. [L 2001, c 105, pt of §1]

[§414D-86] Member's liability for dues, assessments, and fees. A member may be liable to the corporation for dues, assessments, or fees; provided that the articles or bylaws or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, by itsel…

[§414D-87] Creditor's action against member. (a) No action may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation, and execution has been returned unsatis…

§414D-89 Termination, expulsion, and suspension. (a) No member may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable, and is carried out in good faith. (b) A pr…

[§414D-89.5] Amendment terminating or canceling members; redemption of membership. (a) Any amendment to the articles or bylaws which would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of …

[§414D-9] Appeal from the department director's refusal to file document. (a) If the department director refuses to file a document delivered for filing to the department director's office, the domestic or foreign corporation may within thirty days after the return of the documen…

§414D-90 Derivative suits. (a) A proceeding may be brought on behalf of a domestic or foreign corporation to procure a judgment in its favor by any member or members having five per cent or more of the voting power, or by fifty members, whichever is less, or any director. (b) In …

[§414D-91] Delegates. (a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations, and obligatio…

[§414D-92] Purchase of memberships. (a) A public benefit corporation shall not purchase any of its memberships or any right arising therefrom. (b) A corporation other than a public benefit corporation may purchase its memberships only to the extent provided in section 414D-232. […