Title 23A, Other Business Entities

§428-1005 Name of foreign limited liability company. (a) If the name of a foreign limited liability company does not satisfy the requirements of section 428-105(b), (c), and (d), the company, to obtain or maintain a certificate of authority to transact business in this State, sha…

[§428-1005.5] Change of name by foreign limited liability company. (a) Whenever the name of a foreign limited liability company that is authorized to transact business in this State is changed by an amendment to its articles of organization, the foreign limited liability company,…

§428-1006 Revocation of certificate of authority. (a) A certificate of authority of a foreign limited liability company to transact business in this State may be revoked by the director in the manner provided in subsection (b) if: (1) The company fails to: (A) Pay any fees prescr…

§428-1007 Cancellation of authority. (a) A foreign limited liability company may cancel its authority to transact business in this State by obtaining a certificate of cancellation. Cancellation does not terminate the authority of the director to accept service of process on the c…

[§428-1008] Effect of failure to obtain certificate of authority. (a) A foreign limited liability company transacting business in this State may not maintain an action or proceeding in this State unless it has a certificate of authority to transact business in this State. (b) The…

[§428-1009] Action by attorney general. The attorney general may maintain an action to restrain a foreign limited liability company from transacting business in this State in violation of this part. [L 1996, c 92, pt of §1]

PART I. GENERAL PROVISIONS §428-101 Definitions. As used in this chapter: "Articles of organization" means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a s…

[§428-102] Knowledge and notice. (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 the fact; (2) Has received a notification of the fact; or (3) Has reason to know the fact exists from all of the facts k…

§428-103 Effect of operating agreement; nonwaivable provisions. (a) Except as provided in subsection (b), all the members of a limited liability company may enter into an operating agreement to regulate the affairs of the company and the conduct of its business, and to govern rel…

[§428-104] Supplemental principles of law. (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 is that speci…

§428-105 Name. (a) The name of a limited liability company must contain "limited liability company" or the abbreviation "L.L.C." or "LLC". "Limited" may be abbreviated as "Ltd.", and "company" may be abbreviated as "Co.". The letters in the name of a limited liability company mus…

§428-105.5 Administrative order of abatement for infringement of limited liability company name. (a) Any domestic limited liability company in good standing or foreign limited liability company authorized to do business in this State claiming that the name of another domestic cor…

§428-106 Reserved name. (a) A person may reserve the exclusive use of the name of a limited liability company or a foreign limited liability company, including a fictitious name for a foreign limited liability company whose company name is not available, by delivering an applicat…

§428-107 Registered agent. A limited liability company and a foreign limited liability company authorized to transact business in this State shall continuously maintain in this State a registered agent, who shall have a business address in this State and may be: (1) An individual…

§428-108 Change of registered agent. (a) A limited liability company or a foreign limited liability company may change its registered agent by complying with the requirements of section 425R-7. (b) If a registered agent changes its name, its address or its type or jurisdiction of…

§428-109 Resignation of registered agent. A registered agent of a domestic or foreign limited liability company may resign from the registered agent's appointment by complying with the requirements of section 425R-10. [L 1996, c 92, pt of §1; am L 2002, c 130, §103; am L 2003, c …

§428-110 Service of process. (a) Service of any notice or process authorized by law that is issued against a domestic or foreign limited liability company by any court, judicial or administrative officer, or board, may be made in the manner provided by law upon any registered age…

PART XI. DERIVATIVE ACTIONS [§428-1101] Right of action. A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or mana…

[§428-1102] Proper plaintiff. In a derivative action for a limited liability company, the plaintiff shall be a member of the company when the action is commenced, and: (1) Shall have been a member at the time of the transaction of which the plaintiff complains; or (2) The plainti…

[§428-1103] Pleading. In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort. [L 1996, c 92, pt of §1]

[§428-1104] Expenses. If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable ex…

§428-111 Nature of business and powers. (a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this State governing or regulating business. (b) Unless its articles of organization provide otherwise, a limited liability co…

PART XII. MISCELLANEOUS PROVISIONS [§428-1201] Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. [L 1996, c 92, pt…

[§428-1203] Certificates and certified copies to be received in evidence. All certificates issued by the director in accordance with this chapter, and all copies of records filed in the office of the director in accordance with this chapter when certified by the director, shall b…

§428-1204 Interrogatories by director. (a) The director may direct to any limited liability company or foreign limited liability company subject to this chapter, and to any member or manager of any limited liability company or foreign limited liability company subject to this cha…

PART XIII. FEES, CHARGES, AND PENALTIES §428-1301 Fees. (a) The following fees shall be paid to the director upon the filing and issuance of records under this chapter: (1) Articles of organization, $100; (2) Articles of amendment, $25; (3) Restated articles of organization, $25;…

[§428-1302] Penalties. (a) Each limited liability company and foreign limited liability company that fails or refuses to file its annual report for any year within the time prescribed by this chapter shall be subject to a forfeiture of an amount to be determined by the director n…

PART II. ORGANIZATION [§428-201] Limited liability company as legal entity. A limited liability company is a legal entity distinct from its members. [L 1996, c 92, pt of §1]

§428-202 Organization. (a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the director for filing. (b) The existence of a limited liability company begins when the articles o…

§428-203 Articles of organization. (a) Articles of organization of a limited liability company shall set forth: (1) The name of the company; (2) The mailing address of the company's initial principal office and the information required by section 425R-4(a); (3) The name and addre…

§428-204 Articles of amendment. A limited liability company may amend its articles of organization from time to time, in any and in as many respects as may be desired, so long as its articles of organization as amended contain only those provisions which may be lawfully contained…

§428-204.5 Amended and restated articles of organization. (a) A limited liability company may at any time amend and restate its articles of organization by complying with the procedures and requirements of sections 428-204 and 428-204.6. (b) Upon its adoption, the amended and res…

[§428-204.6] Restated articles of organization. (a) A limited liability company may at any time restate its articles of organization as amended. (b) The restated articles of organization shall set forth all of the operative provisions of the articles of organization as amended, t…

§428-205 Signing of records. (a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the director shall be certified and signed by a: (1) Manager of a manager-managed company or, in the case of a forei…

§428-206 Filing in office of director; effective time and date. (a) Articles of organization or any other record authorized to be filed under this chapter shall be in a medium permitted by the director and shall be delivered to the office of the director. Unless the director dete…

§428-207 Correcting filed record. (a) A limited liability company or foreign limited liability company may correct a record filed by the director if the record contains a false or erroneous statement or was defectively certified or signed. (b) A record is corrected: (1) By prepar…

[§428-208] Liability for false statement in filed record. If a record authorized or required to be filed under this chapter contains a false statement, any person who suffers loss by reliance on the statement may recover damages for the loss from the person who signed the record …

[§428-209] Filing by judicial act. If a person required by section 428-205, or otherwise by this chapter, to sign a record fails or refuses to do so, any other person who is adversely affected by such failure or refusal may petition the circuit court to direct the failing or refu…

§428-210 Annual report. (a) Each limited liability company and each foreign limited liability company authorized to transact business in this State shall deliver to the director for filing an annual report that sets forth: (1) The name of the company and the jurisdiction under wh…

PART III. RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH THE LIMITED LIABILITY COMPANY [§428-301] Agency of members and managers. (a) Subject to the provisions of subsections (b) and (c): (1) Each member is an agent of the limited liability company for the purpose of i…

[§428-302] Limited liability company liable for member's or manager's actionable conduct. A limited liability company shall be liable for loss or injury caused to any person, or for a penalty incurred, as a result of a wrongful act or omission or other actionable conduct of a mem…

[§428-303] Liability of members and managers. (a) Except as otherwise provided in subsection (c), the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the com…

PART IV. RELATIONS OF MEMBERS TO ONE ANOTHER AND TO THE LIMITED LIABILITY COMPANY [§428-401] Form of contribution. The contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to the company, including money, promisso…

§428-402 Member's liability for contributions. (a) A member's obligation to contribute money, property, or other benefit to, or to perform services for, a limited liability company is not excused by the member's death, disability, or other inability to perform personally. If a me…

[§428-403] Member's and manager's rights to payments and reimbursement. (a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business…

§428-404 Management of the limited liability company. (a) In a member-managed limited liability company: (1) Each member has equal rights in the management and conduct of the company's business; and (2) Except as specified in subsection (c), any matter relating to the business of…