Title 35, Title 35

(1) A person may request the secretary of state to furnish a certificate of existence for a limited liability company or a certificate of authority for a foreign limited liability company. (2) A certificate of existence for a limited liability company must set forth: (a) the comp…

Subject to 35-8-304 and 35-8-306, if a record authorized or required to be filed under this chapter contains a false statement, a person who suffers loss by reliance on the statement may recover damages for the loss from the person who signed the record or caused another to sign …

If a person required by 35-8-204 to execute any record or document fails or refuses to do so, a person who is adversely affected by the failure or refusal may petition a district court to direct the signing of the record or document. If the court finds that it is proper for the r…

(1) A person knows a fact if the person has actual knowledge of the fact. (2) A person has notice of a fact if the person: (a) knows the fact; (b) has received a notification of the fact; or (c) has reason to know that the fact exists from other facts known to the person at the t…

(1) Except as provided in subsection (2), a member is an agent of the limited liability company for the purpose of its business or affairs and the act of a member, including but not limited to the execution of any instrument in the name of the limited liability company for appare…

(1) Except as provided in subsection (2), an admission or representation made by a member concerning the business or affairs of a limited liability company within the scope of the member's authority as provided for by this chapter is evidence against the limited liability company…

(1) Except as provided in 39-51-1105 and subsection (3) of this section, a person who is a member or manager, or both, of a limited liability company is not liable, solely by reason of being a member or manager, or both, under a judgment, decree or order of a court, or in any oth…

A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission or other actionable conduct of a member or manager acting in the ordinary course of business of the company or with the authority of t…

(1) Unless the articles of organization or the operating agreement provide otherwise, in a member-managed company: (a) each member has equal rights in the management and conduct of the company's business; and (b) except as provided in subsection (3), any matter relating to the bu…

(1) The only fiduciary duties that a member owes to a member-managed company and the other members are the duty of loyalty imposed by subsection (2) and the duty of care imposed by subsection (3). (2) A member's duty of loyalty to a member-managed company and its other members is…

(1) Unless otherwise provided in the articles of organization or a written operating agreement, a limited liability company shall keep at its principal place of business the following: (a) a current and past list, setting forth the full name and last-known mailing address of each…

(1) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (a) the member's rights under the operating agreement; (b) the member's rights under th…

(1) If a term company is continued after the expiration of the specified term, the rights and duties of the members and managers remain the same as they were at the expiration of the term except to the extent inconsistent with rights and duties of members and managers of an at-wi…

An interest in a limited liability company may be issued in exchange for tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or other agreements to contribute cash or property or contracts for services to be perf…

(1) A promise by a member to contribute to the limited liability company is not enforceable unless set out in a writing signed by the member. (2) (a) Except as provided in the articles of organization or the operating agreement, a member is obligated to the limited liability comp…

(1) Unless otherwise provided in the articles of organization or a written operating agreement, each member must be repaid that member's contributions to capital and share equally in the profits, losses, and surpluses remaining after all liabilities, including those to members, a…

(1) 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 of the company or for the preservation of the company's business or pro…

Except as provided in 35-8-905, distributions of cash or other assets of a limited liability company must be shared among the members and among classes of members in the manner provided in writing in the articles of organization or the operating agreement. If the articles of orga…

Except as provided in the articles of organization or the operating agreement: (1) a member, regardless of the nature of the member's contribution, may not demand or receive any distribution from a limited liability company in any form other than cash; and (2) a member may not be…

(1) A distribution may not be made if, after giving effect to the distribution: (a) the limited liability company would not be able to pay its debts as they become due in the usual course of business; or (b) the limited liability company's total assets would be less than the sum …

(1) A member or manager who votes for or assents to a distribution in violation of the articles of organization, the operating agreement, or 35-8-604 is personally liable to the limited liability company, but not to other persons, for the amount of the distribution that exceeds w…

Subject to 35-8-905, when a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.

(1) Property transferred to or otherwise acquired by a limited liability company becomes property of the limited liability company. A member has no interest in specific limited liability company property. (2) Property may be acquired, held, and conveyed in the name of the limited…

(1) Except as provided in subsection (5), title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company. (2) Title to…

(1) A member is not a co-owner of, and does not have a transferable interest in, property of a limited liability company. (2) A member's distributional interest in a limited liability company is personal property and, subject to the provisions of 35-8-707, may be transferred in w…

(1) On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the distributional interest of the member with payment of the unsatisfied amount of judgment, with interest. To the extent charged, the judgment creditor has only th…

(1) A transfer of a member's distributional interest does not entitle the transferee to become a member or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitle…

(1) A member is dissociated from a limited liability company upon the occurrence of any of the following events: (a) the company's having notice of the member's express will to withdraw upon the date of notice or on a later date if specified by the member; (b) an event agreed to …

(1) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, pursuant to 35-8-803(1)(a). (2) If the operating agreement has not eliminated a member's power to dissociate, the…

(1) Upon a member's dissociation: (a) in an at-will company, the company shall cause the dissociated member's distributional interest to be purchased as provided under 35-8-808 and 35-8-809; and (b) in a term company: (i) if the company dissolves and winds up its business on or b…

(1) A limited liability company shall purchase a distributional interest of a: (a) member of an at-will company for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's …

(1) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall: (a) determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among s…

For 2 years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under part 12 of this chapter, is bound by an act of the dissociated member that would h…

(1) A dissociated member or a limited liability company shall file in the office of the secretary of state a statement of dissociation, stating the name of the company and that the member is dissociated from the company. (2) For the purposes of 35-8-301 and 35-8-811, a person not…

(1) A limited liability company is dissolved and its affairs must be wound up when one of the following occurs: (a) at the time or upon the occurrence of events specified in writing in the articles of organization or operating agreement; (b) consent of the number or percentage of…

(1) On application by or for a member or a dissociated member, a district court may order dissolution of a limited liability company, or other appropriate relief, when: (a) the economic purpose of the company is likely to be unreasonably frustrated; (b) another member has engaged…

(1) Except as otherwise provided in the articles of organization or the operating agreement, the business or affairs of the limited liability company may be wound up: (a) by the members or managers who have authority under 35-8-304 to manage the limited liability company prior to…

(1) Except as provided in subsections (3) through (5), after an event causing dissolution of the limited liability company, a member may bind the limited liability company: (a) by an act appropriate for winding up the limited liability company's affairs or completing transactions…

Upon the winding up of a limited liability company, the assets must be distributed as follows: (1) to creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by…

(1) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the secretary of state articles of termination stating: (a) the name of the limited liability company; (b) the reason for filing the articles of termination; (…

(1) A dissolved or terminated limited liability company may dispose of the known claims against it by following the procedure described in this section. (2) The dissolved or terminated limited liability company shall notify its known claimants in writing of the dissolution or ter…

(1) Subject to 35-8-908 and subsections (2) through (5) of this section, the dissolution or termination of a limited liability company, including dissolution by the expiration of its term, does not take away or impair any remedy available to or against the limited liability compa…

(1) A limited liability company administratively dissolved under the provisions of 35-8-209 may apply to the secretary of state for reinstatement within 5 years after the effective date of dissolution to restore its right to carry on business in this state and to exercise all its…

(1) If the secretary of state denies a limited liability company's application for reinstatement following administrative dissolution, the secretary of state shall deliver a notice to the company that explains the reason or reasons for the denial. (2) The company may appeal the d…

(1) A limited liability company that is guilty of any of the actions or omissions described in 35-8-209(1) is in default. By reason of the default, the limited liability company may be involuntarily dissolved by order of the secretary of state, thereby forfeiting its right to tra…

If there is an ambiguity in an operating agreement between a construction in favor of maintaining the existence of a limited liability company or in favor of the dissolution of a limited liability company, the operating agreement must be construed in favor of maintaining the exis…