Title 7, Title 7 Associations, and Partnerships

(a) If any document filed with the secretary of state under this chapter contains any typographical error, error of transcription or other technical error or has been defectively executed, the document may be corrected by filing a certificate of correction. (b) A certificate of c…

Unless the articles of organization or a written operating agreement provide for management by or under the authority of one or more managers in accordance with § 7-16-15, the business and affairs of the limited liability company shall be managed by the members. If management is …

(a) The articles of organization or a written operating agreement may deny, restrict or enlarge the management rights and duties of any member or group or class of member and may provide that the business and affairs of the limited liability company shall be managed by or under t…

Unless otherwise provided in the articles of organization or operating agreement: (1) Election of managers to fill initial positions or vacancies shall be by majority vote of the members. (2) Any or all managers may be removed, with or without cause, by majority vote of the membe…

(a) A manager shall discharge his or her managerial duties in good faith, with the care that an ordinarily prudent person in a similar position would use under the circumstances, and in the manner the manager reasonably believes to be in the best interests of the limited liabilit…

(a) Subject to subsection (b), the articles of organization or operating agreement may eliminate or limit the personal liability of a manager to the limited liability company or to its members for monetary damages for breach of any duty provided for in § 7-16-17. (b) No provision…

If the business and affairs of the limited liability company is managed by or under the authority of more than one manager under § 7-16-15, except as otherwise provided in this chapter, the articles of organization or operating agreement, the managers shall act by majority vote, …

As used in this chapter, unless the context otherwise requires: (1) “Articles of organization” means documents filed under § 7-16-5 for the purpose of forming a limited liability company. (2) “Authorized person” means a person, whether or not a member, who or that is authorized b…

(a) Every manager is an agent of the limited liability company for the purpose of its business and affairs, and the act of every manager, including the execution in the limited liability company’s name of any instrument for apparently carrying on in the usual way the business and…

(a) Unless otherwise provided in the articles of organization or operating agreement, the members of a limited liability company, to the extent their membership interests have not been assigned, are entitled to vote in proportion to the capital value of the membership interests t…

(a) Each limited liability company shall keep at its principal office the following: (1) A current list of the full name and last known business address of each member and manager; (2) Copies of records that would enable a member to determine the capital values and the relative v…

A member or manager of a limited liability company is not liable for the obligations of the limited liability company solely by reason of being a member or manager.

The contribution of a member to a limited liability company must be a capital contribution.

(a) A promise by a member to make a capital contribution to the limited liability company is not enforceable unless set out in a writing signed by the member. (b) Except as provided in the operating agreement, a member’s obligation to make his or her capital contribution is not e…

Unless otherwise provided in the articles of organization or the operating agreement, the profits and losses of a limited liability company shall be allocated to each member on the basis of the member’s capital value.

Unless otherwise provided in the articles of organization or operating agreement, distributions of cash or other assets of a limited liability company shall be allocated to each member on the basis of the member’s capital value.

Except as provided in this chapter, a member is entitled to receive distributions from a limited liability company before the withdrawal of the member from the limited liability company and before the dissolution and winding up of the limited liability company to the extent and a…

Upon the withdrawal of a member, except as otherwise provided in writing in an operating agreement, the withdrawn member and his or her legal representatives, successors and assigns do not have the right to receive any distribution by reason of the withdrawal but have only the ri…

Every limited liability company organized under this chapter has the purpose of engaging in any lawful business, and has perpetual existence until dissolved as terminated in accordance with this chapter, unless a more limited purpose or duration is set forth in the articles of or…

A limited liability company may render professional services, as defined in § 7-5.1-2, as and to the extent permitted under law or rules and regulations of the applicable regulatory agency or agencies, as defined in § 7-5.1-2. Each regulatory agency as so defined is authorized to…

(a) The liability of an individual authorized to practice a profession for his or her own negligence, wrongful acts or misconduct, or that of any person under his or her direct supervision and control, other than in an administrative capacity, shall not be affected by the individ…

(a) A limited liability company that is to perform professional services, as defined in § 7-5.1-2, shall carry, if reasonably available, liability insurance of a kind that is designed to cover the kinds of negligence, wrongful acts or misconduct for which liability is limited by …

Except as provided in the operating agreement: (1) A member has no right to demand and receive any distribution from a limited liability company in any form other than cash; and (2) No member may be compelled to accept from a limited liability company a distribution of any asset …

(a) No distribution may be made to a member if, after giving effect to the distribution: (1) The limited liability company would not be able to pay its debts as they become due in the usual course of business; or (2) The limited liability company’s total assets would be less than…

(a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or of § 7-16-31 is personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the …

Unless otherwise provided in the operating agreement, at the time 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.

A membership interest is personal property. A member has no interest in specific limited liability company property.

(a) Unless otherwise provided in the articles of organization or a written operating agreement: (1) A membership interest is assignable in whole or in part; (2) An assignment of a membership interest does not of itself dissolve a limited liability company or entitle the assignee …

(a) Except as otherwise provided in a written operating agreement, an assignee of an interest in a limited liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in an operating agreeme…

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

(a) If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s executor, administrator, guardian, conservator or other legal representative may exercise all of the member…

A limited liability company is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) At any time specified in the articles of organization; (2) An event specified in the articles of organization or a written operating agreement…

Each limited liability company has the power: (1) To sue, be sued, complain and defend in its name in all courts; (2) To transact its business, carry on its operations and have and exercise the powers granted by this chapter in any state and in any foreign country; (3) To make co…

On application by or on behalf of a member, the superior court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.

(a) The certificate of organization or certificate of registration of a limited liability company may be revoked by the secretary of state under the conditions prescribed in this section when it is established that: (1) The limited liability company procured its articles of organ…

(a) Upon revoking any such certificate of organization or certificate of registration of the limited liability company, the secretary of state shall: (1) Issue a certificate of revocation in duplicate; (2) File one of the certificates in the secretary of state’s office; (3) Send …

(a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-16-42, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the limited liability company in good standing as if its certificate of organization or c…

(a) Any limited liability company aggrieved by the action of the secretary of state in revoking its articles of organization may appeal from the revocation to the superior court by filing with the clerk of the court a petition setting forth the action of the secretary of state. (…

(a) Except as otherwise provided in the articles of organization or operating agreement, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability company’s business and affairs. (b) On application by or on behalf of a member, the…

On the winding up of a limited liability company, the assets shall be distributed as follows: (1) To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distribu…

Not later than thirty (30) days following the dissolution and winding up of the limited liability company for any cause other than that set forth in § 7-16-39(1), articles of dissolution shall be filed in the office of the secretary of state and set forth: (1) The name of the lim…

(a) Subject to the constitution of this state: (1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its members; and (2) A foreign limited liability company m…

(a) Before transacting business in this state, a foreign limited liability company shall register with the secretary of state. (b) In order to register, a foreign limited liability company shall submit to the secretary of state, in duplicate, an application for registration as a …

(a) One or more persons may form a limited liability company by delivering or causing to be delivered executed articles of organization for filing with the secretary of state. (b) When the secretary of state accepts the articles of organization for filing and issues the certifica…

(a) As used in this section, the term “other entity” means a corporation, a business trust, or association, a real estate investment trust, a common-law trust, a sole proprietorship or any other unincorporated business, or entity including a partnership, whether general or limite…

(a) A domestic limited liability company may convert to a corporation, a business trust, or association, a real estate investment trust, a common law trust, a sole proprietorship, or any other unincorporated business or entity including a partnership (whether general or limited, …