Title 35, Title 35

(1) If the secretary of state determines that one or more grounds exist under 35-8-1011 for revocation of a certificate of authority, the secretary of state shall deliver a notice to the foreign limited liability company of the secretary of state's determination. (2) If the forei…

(1) A foreign limited liability company may appeal the secretary of state's revocation of its certificate of authority to the district court within 30 days after service of the certificate of revocation is mailed. The foreign limited liability company may appeal by petitioning th…

(1) A foreign professional limited liability company is entitled to a certificate of authority to transact business in this state only if: (a) the name of the foreign professional limited liability company meets the requirements of 35-8-1302; (b) the foreign professional limited …

As used in this chapter, unless the context requires otherwise, the following definitions apply: (1) "Articles of organization" means articles filed pursuant to 35-8-201 and those articles as amended or restated. In the case of a foreign limited liability company, the term includ…

(1) (a) The name of each limited liability company as set forth in its articles of organization must contain the words "limited liability company" or "limited company" or the abbreviations "l.l.c.", "l.c.", "llc", or "lc". The word "limited" may be abbreviated as "ltd.", and the …

(1) The exclusive right to use a name may be reserved by: (a) a person intending to organize a limited liability company and to adopt that name; (b) a limited liability company or foreign limited liability company registered in this state that intends to adopt that name; (c) a fo…

(1) A limited liability company organized under 35-8-201 through 35-8-211 has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of organization. (2) Limited liability companies may be organized under 35-8-201 through 35-8-21…

(1) A limited liability company may: (a) sue, be sued, complain, and defend in all courts; (b) transact its business, carry on its operations, and have and exercise the powers granted by this section in any state; in any territory, district, or possession of the United States; an…

(1) A foreign limited liability company may register its name or its name with any addition required by 35-8-103 if the name is distinguishable from names that are not available under 35-8-103(2). (2) A foreign limited liability company shall register its name or its name with an…

(1) Except as provided in subsection (3), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business and to govern relations among the members, managers, an…

(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (2) If an obligation to pay interest arises under the provisions of this chapter and the rate of interest is not specified, then the rate is the rate of intere…

Suit may be brought by or against a limited liability company in its own name.

(1) 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 bring the action have refused to commence the action or an effort to cause those members or managers to commence the action is not likely …

Unless otherwise provided in this chapter, this chapter must be applied and construed to effectuate its general purpose to make the law with respect to the subject of this chapter among states enacting the Uniform Limited Liability Company Act.

(1) Pursuant to a plan of merger approved under subsection (3), a domestic limited liability company may merge with or into one or more limited liability companies, foreign limited liability companies, partnerships, foreign partnerships, limited partnerships, foreign limited part…

(1) After approval of the plan of merger under 35-8-1201(3), unless the merger is abandoned under 35-8-1201(4), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the secretary of state for…

(1) When a merger takes effect: (a) the separate existence of each limited liability company and other entity that are a party to the merger, other than the surviving entity, terminates; (b) all property owned by each of the limited liability companies and other entities that are…

As used in this part, the following definitions apply: (1) "Application for registration of limited liability partnership" means the application for registration described in 35-10-701. (2) "Articles of incorporation" has the same meaning as provided in 35-14-140. (3) "Conversion…

(1) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. (2) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a n…

(1) A partnership or limited partnership that has been converted pursuant to this part is for all purposes the same entity that existed before the conversion. (2) When a conversion takes effect: (a) all property owned by the converting partnership or limited partnership vests in …

(1) A limited liability company may be converted to a domestic corporation or a limited liability partnership pursuant to this section. (2) The plan of a conversion of a limited liability company to a domestic corporation or a limited liability partnership must be approved by all…

(1) When a conversion becomes effective: (a) all property owned by and every contract right possessed by the converting limited liability company remain the property and contract rights of the converted domestic corporation or limited liability partnership without transfer, rever…

Professional limited liability companies may be organized under this part only for the purpose of rendering professional services and services ancillary to professional services within a single profession, except that a professional limited liability company may be organized for …

The name of a domestic or foreign professional limited liability company: (1) must contain the words "professional limited liability company", "professional limited company", "professional l.l.c.", "professional llc", "p.l.l.c.", or "pllc"; and (2) must conform to rules promulgat…

At least one-half of the managers of a professional limited liability company must be qualified persons with respect to the limited liability company.

(1) Only the following persons may be members of a professional limited liability company: (a) natural persons authorized by law of this or any other state, a territory of the United States, or the District of Columbia to render a professional service permitted by the articles of…

A domestic or foreign professional limited liability company may render professional services in this state only through natural persons permitted to render the services in this state; however, nothing in this part requires any person employed by a professional limited liability …

(1) An individual who renders professional services as a member or an employee of a domestic or foreign professional limited liability company is liable for any negligent or wrongful act or omission in which the individual personally participates to the same extent as if the indi…

(1) The relationship between an individual performing professional services as an employee of a domestic or foreign professional limited liability company and a client or patient is the same as if the individual performed the services as a sole practitioner. (2) The relationship …

As used in this part, the following definitions apply: (1) "Domestic", with respect to an entity, means governed as to its internal affairs by the law of this state. (2) "Domesticated entity" means the domesticating entity as it continues in existence after a domestication. (3) "…

(1) By complying with this part, a domestic entity may become a domestic entity of the same type of entity in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction. (2) By complying with the provisions of this part applicable to foreign …

(1) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan must be in a record and must contain: (a) the name and type of entity of the domesticating entity; (b) the name and jurisdiction of formation of the domesticated en…

(1) A plan of domestication is not effective unless it has been approved: (a) by a domestic domesticating entity: (i) in accordance with the requirements, if any, in its organic rules for approval of a domestication; (ii) if its organic rules do not provide for approval of a dome…

(1) A plan of domestication of a domestic domesticating entity may be amended: (a) in the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or (b) by its interest holders in the manner provided in the plan, except that an…

(1) Articles of domestication must be signed by the domesticating entity and delivered to the secretary of state for filing. (2) Articles of domestication must contain: (a) the name, jurisdiction of formation, and type of entity of the domesticating entity; (b) the name and juris…

(1) When a domestication becomes effective: (a) the domesticated entity: (i) is organized under and subject to the organic law of the domesticated entity; and (ii) is the same entity without interruption as the domesticating entity; (b) all property of the domesticating entity co…

A transaction under this part that produces a certain result may not preclude the same result from being accomplished in any other manner permitted by law other than in this part.

A plan of domestication may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, det…

(1) One or more persons may form a limited liability company consisting of one or more members by signing and filing articles of organization with the secretary of state. The person or persons need not be members of the limited liability company at the time of formation or after …

(1) The articles of organization must set forth: (a) the name of the limited liability company that satisfies the requirements of 35-8-103; (b) whether the company is a term company and, if so, the term specified; (c) the complete business mailing address of its principal office,…

(1) The articles of organization of a limited liability company are amended by filing articles of amendment with the secretary of state. The articles of amendment must set forth: (a) the name of the limited liability company; (b) the date the articles of organization were filed; …

(1) Unless otherwise specified in this chapter, a document required by this chapter to be filed with or delivered to the secretary of state must be executed: (a) by any manager if management of the limited liability company is vested in one or more managers or by a member if mana…

(1) The articles of organization or any other document required to be filed pursuant to this chapter must be delivered to the secretary of state. If the secretary of state determines that the documents conform to the filing provisions of this chapter and that all required filing …

(1) A limited liability company is formed when the articles of organization are filed with the secretary of state for filing. (2) The articles of organization that are stamped "filed" and marked with the filing date are conclusive evidence that all conditions precedent required t…

(1) The secretary of state may treat a facsimile copy of a document that is required to be filed under this chapter and the signatures on the facsimile copy in the same manner as an original for purposes of this chapter. If all other requirements are met, the date of filing relat…

(1) A limited liability company or a foreign limited liability company authorized to transact business in this state shall deliver to the secretary of state, for filing, an annual report that sets forth: (a) the name of the limited liability company and the jurisdiction under who…