Title 33, Corporations, Partnerships and Associations

(a) The only fiduciary duties a member owes to a member-managed company and its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c). (b) A member's duty of loyalty to a member-managed company and its other members is limited to the follow…

(a) A member or manager may maintain an action against a limited liability company or another member or manager for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (1) the member's rights under the operating agreement; (2) the me…

(a) 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…

(a) A member is not a co-owner of, and has no transferable interest in, property of a limited liability company. (b) A distributional interest in a limited liability company is personal property and, subject to Sections 33-44-502 and 33-44-503, may be transferred in whole or in p…

A transfer of a distributional interest does not entitle the transferee to become 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 entitled.

(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent. (b) A transfere…

(a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of th…

A member is dissociated from a limited liability company upon the occurrence of any of the following events: (1) the company's having notice of the member's express will to withdraw upon the date of notice or on a later date specified by the member; (2) an event agreed to in the …

(a) 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, by express will pursuant to Section 33-44-601(1). (b) If the operating agreement has not eliminated a member's po…

Upon a member's dissociation: (1) in an at-will company, the company must cause the dissociated member's distributional interest to be purchased under Article 7; (2) in a term company, if the company: (a) dissolves and winds up its business on or before the expiration of its spec…

(a) A limited liability company shall purchase a distributional interest of a: (1) 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 …

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

For two 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 Article 9, is bound by an act of the dissociated member which would have bound t…

(a) A dissociated member or a limited liability company may 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. (b) For the purposes of Sections 33-44-301 and 33-44-703, a pe…

A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events: (1) an event specified in the operating agreement; (2) consent of the number or percentage of members specified in the operating agreement; (3) an even…

(a) Subject to subsection (b), a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, includ…

(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative, or transferee, the circuit court, for good cause shown, may order judicial sup…

(a) A limited liability company is bound by a member's or manager's act after dissolution that: (1) is appropriate for winding up the company's business; or (2) would have bound the company under Section 33-44-301 before dissolution, if the other party to the transaction did not …

(a) 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: (1) the name of the company; (2) the date of the dissolution; and (3) that the company's business has b…

(a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance wi…

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must: (1) specify the in…

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in the co…

The Secretary of State may commence a proceeding to dissolve a limited liability company administratively if the company does not pay a fee, tax, or penalty imposed by this chapter or other law within sixty days after it is due.

(a) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall enter a record of the determination and serve the company with a copy of the record. (b) If the company does not correct each gr…

(a) A limited liability company administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must: (1) recite the name of the company and the effective date of its administrative dissolu…

(a) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the denia…

In this article: (1) "Corporation" means a corporation organized under this title, a predecessor law, or comparable law of another jurisdiction. (2) "General partner" means a partner in a partnership and a general partner in a limited partnership. (3) "Limited partner" means a li…

(a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. (b) 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…

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

(a) Pursuant to a plan of merger approved under subsection (c), a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited par…

(a) After approval of the plan of merger pursuant to Section 33-44-904(c), unless the merger is abandoned pursuant to Section 33-44-904(d), 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 t…

(a) When a merger takes effect: (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited liability companies and other entities that are …

This article does not preclude an entity from being converted or merged under other law.

(a) A limited liability company may be converted to a corporation pursuant to this section. (b) The terms and conditions of a conversion of a limited liability company to a corporation must be approved by all the members or by the number or percentage of the members required for …

(a) A limited liability company that is converted to a corporation is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting limited liability company vests in the corporation; (2) all debt…

(a) A limited liability company may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a limited liability company to a limited partnership must be approved by all the members or by the number or percentage of the membe…

(a) A limited liability company that is converted to a limited partnership is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting limited liability company vests in the limited partnersh…

(a) A limited liability company may be converted to a partnership pursuant to this section. (b) The terms and conditions of a conversion of a limited liability company to a partnership must be approved by all the members or by the number or percentage of the members required for …

(a) A limited liability company that has been converted to a partnership is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting limited liability company vests in the partnership; (2) al…

A limited liability company is not precluded from being converted pursuant to other law.