Title 47 — CORPORATIONS

A limited liability company, and a foreign limited liability company authorized to transact business in this state, except a bank organized pursuant to § 51A-3-1.1 , shall deliver to the secretary of state for filing an annual report pursuant to §§ 59-11-24 to 59-11-26 , inclusiv…

The secretary of state shall charge and collect for: (a) Filing the articles of organization in the case of a domestic limited liability company, a filing fee of one hundred fifty dollars. Filing the articles of organization in the case of a foreign limited liability company, a f…

(a) Subject to subsections (b) and (c): (1) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the compan…

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 authority of the…

(a) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or liabi…

(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 persons. If different, the organizer acts on behal…

A contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to a limited liability company, including money, promissory notes, services performed, other agreements to contribute money or property, or contracts for serv…

(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 the required contribution, the person or person's estate is obligated to contribut…

(a) 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 its business or property. (b)…

(a) In a member - managed company: (1) Each member has equal rights in the management and conduct of the company's business; and (2) Except as otherwise provided in subsection (c), any matter relating to the business of the company may be decided by a majority of the members. (b)…

Nothing in this chapter prohibits the articles of organization from establishing classes or groups of one or more members having certain expressed relative rights, powers, or duties, including voting rights and the articles of organization may provide for the future creation, in …

(a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares. (b) A member has no right to receive, and may not be required to accept, a distribution in kind. (c) If a member becomes entitled to receive a distribution, th…

(a) A distribution may not be made if, after the distribution is made: (1) The limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or (2) The company's total assets would be less than the sum of its total liabilities…

(a) Any member of a member-managed company, or a manager of a manager-managed company who votes for or assents to a distribution made in violation of § 47-34A-406 , the articles of organization, or the operating agreement is personally liable to the company for the amount of the …

(a) A limited liability company shall provide managers and members and the respective agents and attorneys of members access for proper purposes to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The compa…

(a) The only fiduciary duties a member owes to a member-managed company and, subject to § 47-34A-1101(b), 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 me…

(a) 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: (1) The member's rights under the operating agreement; (2) The member's rights under th…

A member or manager of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon such information, opinions, reports, or statements presented to the limited liability company by any of its other manage…

(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 § 47-34A-502 and § 47-34A-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. Source: SL 1998, ch…

(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, and following notice to the limited liability company of such application, a court having jurisdiction may charge the distributional interest of the judgment debtor t…

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 § 47-34A-601(1). (b) If the operating agreement has not eliminated a member's power t…

(a) A limited liability company does not dissolve and wind up its business as result of a member's dissociation. (b) Upon a member's dissociation from a limited liability company: (1) The member's right to participate in the management and conduct of the company's business termin…

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. If the statement is filed by a dissociated member a copy of th…

An operating agreement may establish or provide for the establishment of a series of members, managers, or limited liability company interests having separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits a…

(a) Notwithstanding any other provisions of law to the contrary, the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of …

Except in the case of a foreign limited liability company that has adopted a name that is not the name under which it is registered in its jurisdiction of organization, as permitted under § 47-34A-1005 , the name of the series with limited liability is required to contain the ent…

(a) (1) Upon issuance by the secretary of state of a certificate of designation setting forth the name of the series with limited liability, in compliance with § 47-34A-203 or amendments under § 47-34A-204 , the series' existence shall begin; (2) Each certificate of designation i…

(a) An operating agreement may provide for classes or groups of members or managers associated with a series having such relative rights, powers, and duties as an operating agreement may provide and may make provision for the future creation of additional classes or groups of mem…

(a) If a limited liability company with the ability to establish series does not register to do business in a foreign jurisdiction for itself and its series, a series of a limited liability company may itself register to do business as a limited liability company in the foreign j…

An application for a certificate of designation shall exist in a medium prescribed by the secretary of state and shall set forth: (1) The name of the limited liability company; (2) The name of the series of the limited liability company; (3) The principal office address for the s…

(a) 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 …

(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 may una…

(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 § 47-34A-301 before dissolution, if the other party to the transaction did not have …

(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: (1) Pay any fees, taxes, or penalties imposed by this chapter or other law within sixty days after they are due; or (2) Deliver its annual report to …

(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 after the effective date of dissolution. Delivery may be made by electronic transmission if and to the extent permitted by the Office of the Secretary of State. If the…

(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…

Terms used in this article: (1) "Constituent limited liability company" means a constituent organization that is a limited liability company; (2) "Constituent organization" means an organization that is party to a merger; (3) "Converted organization" means the organization into w…

(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, §§ 47-34A-903 to 47-34A-905 , inclusive, and a plan of merger, if: (1) The governing statute of each of the other organizations authorizes the merger; (2) The merg…

(a) Subject to § 47-34A-914 , a plan of merger must be consented to by all the members of a constituent limited liability company. (b) Subject to § 47-34A-914 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the se…

(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) Each constituent limited liability company, as provided in § 47-34A-205 ; and (2) Each other constituent organization, as provided in its governing statute. (b) Arti…