Title 48, Securities, Corporations And Associations

(a) Right of Inspection. A member of an LLC is entitled to inspect and copy, during regular business hours at the LLC's principal executive office, any of the records of the LLC described in § 48-228-101, if the member gives the LLC written notice of such demand at least five (5)…

(a) Agent or Attorney. A member's agent or attorney has the same inspection and copying rights as the member such agent or attorney represents. (b) Right to Copy. The right to copy records under § 48-228-102 includes, if reasonable, the right to receive copies made by photographi…

(a) If an LLC does not allow a member who complies with § 48-228-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court in the county where the LLC's principal executive office (or, if none in this state, its registered office) …

(a) A board-managed LLC shall prepare financial statements at least annually, which may be consolidated or combined statements of the LLC and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the reporting period and an income stat…

A member or holder of financial rights of a member-managed LLC shall have access to true and full information regarding the status of the business and financial condition of the LLC.

(a) Each domestic LLC, and each foreign LLC authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth:(1) The name of the LLC and the jurisdiction under whose law it is incorporated;(2) The street address an…

(a) Board-managed Action. A member may not commence a proceeding in the right of a domestic (or foreign) LLC unless the member was a member of such LLC when the transaction complained of occurred or unless the member becomes a member through transfer by operation of law from one …

A complaint in a proceeding brought in the right of an LLC must allege with particularity the demand made, if any, to obtain action by the board of governors or managers and either that the demand was refused or ignored or why the member did not make the demand.

A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the LLC or a class of members and/or holders of financial righ…

(a) On termination of the proceeding, the court may require the plaintiff to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause. (b) If a derivative action is…

If an LLC or a manager or governor of the LLC violates a provision of chapters 201-248 of this title, a court in this state may, in an action brought by a member of the LLC, grant any equitable relief it considers just and reasonable in the circumstances and award expenses, inclu…

(1) As used in this chapter:(1) “Dissenter” means a member who is entitled to dissent from LLC action under § 48-231-201(a) and who exercises that right when and in the manner required under this chapter;(2) “Fair value” means the value of the dissenter's membership interest of a…

(a) A member of an LLC is entitled to dissent from, and obtain payment of the fair value, as determined under § 48-231-206, of the member's membership interests in the event of, any of the following LLC actions:(1) Consummation of a plan of merger to which the LLC is a party;(2) …

(a) If proposed LLC action creating dissenters' rights under § 48-231-201 is submitted to a vote at a members' meeting, the meeting notice must state that members are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter. …

(a) If proposed LLC action creating dissenters' rights under § 48-231-201 is submitted to a vote at a members' meeting, a member who wishes to assert dissenters' rights:(1) Must deliver to the LLC, before the vote is taken, written notice of such member's intent to demand payment…

(a) If proposed LLC action creating dissenters' rights under § 48-231-201 is authorized at a members' meeting, the LLC shall deliver a written dissenters' notice to all members who satisfied the requirements of § 48-231-203. (b) The dissenters' notice must be sent no later than t…

(a) A member sent a dissenters' notice described in § 48-231-204 must demand payment and certify whether the member acquired the membership interest before the date required to be set forth in the dissenters' notice pursuant to § 48-231-204(b)(2). (b) The member who demands payme…

(a) Except as provided in § 48-231-208, as soon as the proposed LLC action is effectuated, or upon receipt of a payment demand, whichever is later, the LLC shall pay each dissenter who complied with § 48-231-205 the amount the LLC estimates to be the fair value of such dissenter'…

If the LLC does not effectuate the proposed action that gave rise to the dissenters' rights within two (2) months after the date set for demanding payment, it must send a new dissenters' notice under § 48-231-203 and repeat the payment demand procedure if it effectuates the propo…

(a) An LLC may elect to withhold payment required by § 48-231-206 from a dissenter unless the dissenter was a member before the date set forth in the dissenters' notice as the date of the first announcement to news media or to members of the principal terms of the proposed LLC ac…

(a) A dissenter may notify the LLC in writing of the dissenter's own estimate of the fair value of such dissenter's membership interest and amount of interest due, and demand payment of the dissenter's estimate (less any payment under § 48-231-206), or reject the LLC's offer unde…

(a) If a demand for payment under § 48-231-209 remains unsettled, the LLC shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the membership interest and accrued interest. If the LLC does not c…

(a) The court in an appraisal proceeding commenced under § 48-231-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the LLC, except that the court may …

(1) When an assignment of some or all of the financial rights of a membership interest is in effect and a copy delivered to the LLC prior to the time described in § 48-231-206, then as to that membership interest parts 1-3 of this chapter must be followed subject to the following…

(a) Permissible Forms. The contributions of a member to an LLC may be in cash, property, or services rendered or a promissory note. (b) Authority. Subject to any restrictions in the articles or operating agreement, an LLC through its organizers, members or board of governors may …

(a) Approval of a New Member. Except as otherwise provided in the articles or operating agreement after an LLC is formed, all members must approve the admission of a new person or entity as a member, the interest of such member and the contribution of such member. The articles or…

(a) Signed Writing. (1) A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor unless it is in writing and signed by the prospective contributor.(2) A contribution agreement made after the formation …

(a) Agreements Permitted. Subject to any restrictions in the articles, an LLC may enter into contribution allowance agreements under the terms, provisions, and conditions, including the value being accorded such consideration called for in the contribution allowance agreement, fi…

(a) Acceptance of Contributions. Except as provided in the articles or operating agreement, no purported contribution must be treated as a contribution, unless:(1) The board of governors in a board-managed LLC or members accept the contribution on behalf of the LLC and in that ac…

(a) Definition. As used in this section, an “old” contribution is a contribution reflected in the required records of an LLC before the time the LLC accepts a new contribution. (b) Restatement Required. Whenever an LLC accepts a new contribution, the board of governors of a board…

Unless otherwise provided in or through the articles or operating agreement, distributions of cash or other assets of an LLC, including distributions on termination of the LLC except as provided in § 48-245-1101, must be allocated equally among the members.

Except as provided in or through the articles or operating agreement or by a majority vote of the members, a member is entitled to receive distributions before the LLC's termination only as specified in the articles or operating agreement.

Except as provided in the articles or an operating agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from an LLC in any form other than cash. Except as provided in the articles or an 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 general, unsecured creditor of the LLC with respect to the distribution. The articles or an operating agreement may provide for the estab…

(a) Rule. No distribution may be made by an LLC if, after giving effect to the distribution:(1) The LLC would not be able to pay its debts as they became due in the normal course of business; or(2) The LLC's total assets would be less than the sum of its total liabilities plus, u…

(a) Personal Liability. Unless such person complies with the applicable standards of conduct set forth in § 48-240-103 and § 48-241-111, a member or governor who votes for or assents to a distribution made in violation of § 48-236-105 or the articles or operating agreement is per…

(a) Management. (1) If the LLC is member-managed, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed by or under the direction of its members.(2) If the LLC is board-managed, all powers shall be exercised by or und…

(a) Unless the articles otherwise provide, if an LLC is member-managed, every member is an agent of the LLC for the purpose of its business, and the act of every member, including the execution in the LLC name of any instrument, for apparently carrying on in the usual way the bus…

(a) Unless the articles provide otherwise, if the LLC is board-managed, no member is an agent of the LLC for the purpose of its business, other than a member designated by the board of governors, including the execution in the LLC name of any instrument, for apparently carrying o…

(a) General. In the event the LLC is board-managed, the initial board of governors may be named in the articles or may be elected by the members. The board of governors must consist of one (1) or more entities which are members or individuals. The number of governors must be fixe…

(a) Natural Person. Governors must be natural persons. The method of election and any additional qualifications for governors may be imposed by or in the manner provided in the articles or operating agreement. (b) Nonresident. Unless the articles or operating agreement provides o…

(a) General. Unless fixed terms (including staggered terms) are provided for in the articles or operating agreement, a governor serves for an indefinite term that expires at the next regular meeting of the members. A fixed term of a governor must not exceed three (3) years. A gov…

The expiration of a governor's term with or without the election of a qualified successor does not make prior or subsequent acts of the governors or the board of governors void or voidable.

Subject to any limitations in the articles or operating agreement, the board of governors may fix the compensation of governors for the following board. Such compensation is subject to approval by the members. If the initial board of governors is selected by the organizers, that …

Governors may be divided into classes as provided in the articles or operating agreement.

(a) Plurality. Unless otherwise provided in the articles or operating agreement, governors are elected by a plurality of the voting power exercised in the election at a meeting at which a quorum is present. (b) Noncumulative Voting. Members do not have a right to cumulate their v…