Title 42, Title 42: PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS

42:2C-23 Correcting filed record. 23. Correcting Filed Record. a. A limited liability company or foreign limited liability company may deliver to the filing office for filing a certificate of correction to correct a record previously delivered by the company to the filing office …

42:2C-24 Liability for inaccurate information in filed record. 24. Liability for Inaccurate Information in Filed Record. a. If a record delivered to the filing office for filing under this act and filed by the filing office contains inaccurate information, a person that suffers a…

42:2C-25 Certificate of standing. 25. Certificate of Standing. a. The filing office, upon request and payment of the requisite fee, shall furnish to any person a certificate of standing for a limited liability company if the records filed in the filing office show that the compan…

42:2C-26 Annual report for filing office. 26. Annual Report for Filing Office. a. Each domestic and foreign limited liability company shall file an annual report with the filing office, setting forth: (1) the name and address of the limited liability company; (2) the name and add…

42:2C-27 No agency power of member as member. 27. No Agency Power of Member 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 this act from imposin…

42:2C-28 Statement of authority. 28. Statement of Authority. a. A limited liability company may deliver to the filing office for filing a statement of authority. The statement: (1) shall include the name of the company, the street and mailing addresses of its registered office an…

42:2C-29 Statement of denial. 29. Statement of Denial. A person named in a filed statement of authority granting that person authority may deliver to the filing office for filing a statement of denial that: a. Provides the name of the limited liability company and such other info…

42:2C-3 Knowledge; notice. 3. Knowledge; Notice. a. A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under paragraph (1) of subsection d. of this section or law other than this act. b. A person has notice of a fact when the person…

42:2C-30 Liability of members and managers. 30. Liability of Members and Managers. a. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, obligations, or other liabilities of the c…

42:2C-31 Becoming a member. 31. 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 …

42:2C-32 Form of contribution. 32. Form of Contribution. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and con…

42:2C-33 Liability for contributions. 33. Liability for Contributions. 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. If a person does not make a required c…

42:2C-34 Sharing of and right to distributions before dissolution. 34. Sharing of and Right to Distributions before Dissolution. a. Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated m…

42:2C-35 Limitations on distribution. 35. Limitations on Distribution. 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; o…

42:2C-36 Liability for improper distributions. 36. Liability for Improper Distributions. a. Except as otherwise 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 …

42:2C-37 Management of limited liability company. 37. 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;…

42:2C-38 Indemnification and insurance. 38. Indemnification and Insurance. a. As used in this section: (1) "Company agent" means any person who is or was a member of a member-managed company, a manager of a manager-managed company, an officer, employee or agent of the indemnifyin…

42:2C-39 Standards of conduct for members and managers. 39. 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 67 of this act, the other members, the duties of loyal…

42:2C-4 Nature, purposes and duration of limited liability company. 4. Nature, Purpose and Duration of Limited Liability Company. a. A limited liability company is an entity distinct from its members. b. A limited liability company may have any lawful purpose, regardless of wheth…

42:2C-40 Right of members, managers, and dissociated members to information. 40. Right of Members, Managers, and Dissociated Members to Information. a. In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and cop…

42:2C-41 Nature of transferable interest. 41. Nature of Transferable Interest. A transferable interest shall be personal property. L.2012, c.50, s.41.

42:2C-42 Transfer of transferable interest. 42. Transfer of Transferable Interest. a. 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 liability com…

42:2C-43 Rights of judgment creditor of a member. 43. Rights of Judgment Creditor of a Member. On application by a judgment creditor of a member, a court may charge the transferable interest of the member with payment of the unsatisfied amount of the judgment with interest. To th…

42:2C-44 Power of personal representative of deceased member. 44. Power of Personal Representative of Deceased Member. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in subsection c. o…

42:2C-45 Member's power to dissociate; wrongful dissociation. 45. Member's Power to Dissociate; 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 section 46 of this ac…

42:2C-46 Events causing dissociation. 46. Events Causing Dissociation. A person is dissociated as a member from a limited liability company when: a. The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later t…

42:2C-47 Effect of person's dissociation as member. 47. Effect of Person's Dissociation as Member. a. When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activiti…

42:2C-48 Events causing dissolution. 48. Events Causing Dissolution. a. A limited liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution…

42:2C-49 Winding up. 49. Winding Up. a. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. b. In winding up its activities, a limited liability company: (1) shall discharge the compan…

42:2C-5 Powers. 5. Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities. L.2012, c.50, s.5.

42:2C-50 Known claims against dissolved limited liability company. 50. Known Claims Against Dissolved Limited Liability Company. a. Except as otherwise provided in subsection d. of this section, a dissolved limited liability company may give notice of a known claim under subsecti…

42:2C-51 Other claims against dissolved limited liability company. 51. 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…

42:2C-52 Claims against member or transferee barred unless filed within five years after limited liability company dissolved. 52. Claims Against Member or Transferee Barred Unless Filed Within Five Years After Limited Liability Company Dissolved. a. A claimant, and all those clai…

42:2C-53 Administrative action. 53. Administrative Action. a. The filing office may place a limited liability company on the inactive list if the company does not: (1) pay, within 60 days after the due date, any fee or penalty due to the filing office under this act or law other …

42:2C-54 Reinstatement following administrative dissolution. 54. Reinstatement Following Administrative Dissolution. a. A limited liability company that has been placed on the inactive list may apply to the filing office for reinstatement. The application shall be delivered to th…

42:2C-55 Appeal from rejection of reinstatement. 55. Appeal from Rejection of Reinstatement. a. If the filing office rejects a limited liability company's application for reinstatement, the filing office shall present a notice to the company explaining the reason for rejection. b…

42:2C-56 Distribution of assets in winding up limited liability company's activities. 56. Distribution of Assets in Winding Up Limited Liability Company's Activities. a. In winding up its activities, a limited liability company shall apply its assets to discharge its obligations …

42:2C-57 Governing law. 57. Governing Law. a. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and (2) the liability of a member as member and a manager as manager for the debts,…

42:2C-58 Application for certificate of authority; amendments to certificate of authority. 58. Application for Certificate of Authority ; Amendments to Certificate of Authority. Before doing business in this State, a foreign limited liability company shall obtain a certificate of…

42:2C-59 Activities not constituting transacting business. 59. Activities Not Constituting Transacting Business. a. Activities of a foreign limited liability company which do not constitute transacting business in this State within the meaning of this section include: (1) maintai…

42:2C-6 Governing law. 6. Governing Law. The law of this State governs: a. The internal affairs of a limited liability company; and b. The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company. L.2…

42:2C-60 Filing of certificate of authority. 60. Filing of Certificate of Authority. Unless the filing office determines that an application for a certificate of authority does not comply with the filing requirements of this act, the filing office, upon payment of all filing fees…

42:2C-61 Noncomplying name of foreign limited liability company. 61. Noncomplying Name of Foreign Limited Liability Company. a. A foreign limited liability company whose name does not comply with section 8 of this act may not obtain a certificate of authority until it adopts, for…

42:2C-62 Revocation of certificate of authority. 62. 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 filing office in the manner provided in subsections b. and c.…

42:2C-63 Reinstatement of certificate of authority. 63. Reinstatement of Certificate of Authority. a. A foreign limited liability company that has been revoked may apply to the filing office for reinstatement. The application shall be delivered to the filing office for filing and…

42:2C-64 Cancellation of certificate of authority. 64. Cancellation of Certificate of Authority. To cancel its certificate of authority to transact business in this State, a foreign limited liability company shall deliver to the filing office for filing a certificate of cancellat…