Title 11, Title 11: Corporations, Partnerships and Associations

§ 4029. Liability for false statement in filed document If a document filed with the Secretary of State contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the document or caused another to sign i…

§ 4030. Filing by judicial act If a person required by section 4025 of this title to sign any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Superior Court to direct the signing of the document. If the Cou…

§ 4031. Limited liability company property Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members individually. (Added 2015, No. 17, § 2.)

§ 4032. When property is limited liability company property (a) Property is limited liability company property if acquired in the name of: (1) the limited liability company; or (2) one or more members with an indication in the instrument transferring title to the property of the …

§ 4033. Annual report for Secretary of State (a) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this State shall file an annual report with the Secretary of State. The annual report shall set forth the followi…

§ 4034. Involuntary termination (a)(1) The articles of organization of a limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the provisions of this section shall apply to the limited liability company. (2) The c…

§ 4041. 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 title from imposing liability on a limited liability comp…

§ 4042. 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 company; and (2) do not become the debts,…

§ 4051. 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 persons. If different, t…

§ 4052. Form of contribution A contribution may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, agreements to contribute money or property, or contracts for services to be performed. (Added 2015, N…

§ 4053. Member’s liability for contributions (a) A person’s obligation to make a contribution to a limited liability company is not excused by the member’s death, disability, or other inability to perform personally. If a person does not make the required contribution, the person…

§ 4054. 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”; (B) the company is or will be “managed by ma…

§ 4055. Sharing of profits and losses and right to distributions (a) The profits and losses of a limited liability company shall be allocated among the members or the holders of distributional interests, as the case may be, in proportion to the agreed value, as stated in the limi…

§ 4056. Limitations on distributions (a) A distribution shall not be made if: (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 liab…

§ 4057. Liability for unlawful distributions (a) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 4056 of this title, the articles of organization, or…

§ 4058. Information rights (a) In a member-managed limited liability company, each member has the right, subject to such reasonable standards, including standards governing what information and documents are to be furnished and at what time and location, as may be set forth in th…

§ 4059. General standards of member’s and manager’s conduct (a) The only fiduciary duties a member owes to a member-managed limited liability company and its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c) of this section. (b) A membe…

§ 4060. Reimbursement, indemnification, and insurance (a) A member-managed limited liability company shall reimburse a member, and a manager-managed limited liability company shall reimburse a manager, for payments made and indemnify the member or manager for liabilities reasonab…

§ 4071. Member’s distributional interest (a) A distributional interest in a limited liability company is personal property and, subject to sections 4072 and 4073 of this title, may be transferred in whole or in part. (b) An operating agreement may provide that a distributional in…

§ 4072. Transfer of distributional interest (a) A transfer, in whole or in part, of a distributional interest: (1) is permissible; (2) does not by itself cause a member’s dissociation or a dissolution and winding up of the company’s activities; and (3) subject to section 4075 of …

§ 4073. Rights of transferee (a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that all other members consent. (b)(1) A transferee who has become a member has the rights and powers, and is subject to the restrict…

§ 4074. Charging order (a)(1) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the distributional interest of the judgment debtor for the unsatisfied amount of the judgment. (2) Except as provided in subsection (f) of thi…

§ 4075. Power of estate of deceased member If a member who is an individual dies, the member’s legal representative may exercise the rights of a transferee under section 4073 of this title, and, for purposes of settling the estate, the member’s legal representative may exercise t…

§ 4081. Events causing member’s dissociation A person 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, if a later withdrawal dat…

§ 4082. Member’s power to dissociate; wrongful dissociation (a) A person has the power to dissociate as a member from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to subdivision 4081(1) of this title. (b) A member’s dissociation from…

§ 4083. Effect of member’s dissociation (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 business terminates; (2) if the company is member-managed, the per…

§ 4101. Events causing dissolution and winding up of company business (a) A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events: (1) an event or circumstance that the operating agreement states causes diss…

§ 4102. Limited liability company continues after dissolution (a) Subject to subsection (b) of this section, 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 compa…

§ 4103. Right to wind up limited liability company’s business (a) After dissolution, a member may participate in winding up a limited liability company’s business, but on application of any member, member’s legal representative, or transferee, the Superior Court, for good cause s…

§ 4104. Member’s or manager’s power and liability as agent after dissolution 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 404…

§ 4105. Articles of termination (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) t…

§ 4106. Distribution of assets in winding up limited liability company’s business (a) In winding up a limited liability company’s business, the assets of the company shall be applied to discharge its obligations to creditors, including members who are creditors. Any surplus shall…

§ 4107. Known claims against dissolved limited liability company (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 i…

§ 4108. 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 accordance with the notice. (b) The notice shall: (1) be publi…

§ 4109. Enforcement of claims against dissolved limited liability company A claim not barred under section 4108 of this title may be enforced against the dissolved limited liability company: (1) to the extent of its undistributed assets, including any insurance assets held by the…

§ 4111. Law governing foreign limited liability companies (a) 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 a member as a member, and a manager as a manage…

§ 4112. Application for certificate of authority (a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application shall set forth: (1) the name of…

§ 4113. Activities not constituting transacting business (a) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) Except as provided in subsection (c) of this section, “doing busin…

§ 4114. Issuance of certificate of authority If the Secretary of State determines that an application for a certificate of authority complies as to form with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the appl…

§ 4115. Amended certificate of authority (a) A foreign limited liability company authorized to transact business in this State shall obtain an amended certificate of authority from the Secretary of State if it: (1) changes its name; and (2) changes the state or country under whos…

§ 4116. Name of foreign limited liability company (a)(1) A foreign limited liability company whose name does not comply with section 4005 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate n…

§ 4117. Revocation of certificate of authority (a) The Secretary of State may revoke a certificate of authority of a foreign limited liability company to transact business in this State in the manner provided in subsections (b) and (c) of this section if: (1) the company does not…

§ 4118. Cancellation of authority A foreign limited liability company may cancel its authority to transact business in this State by filing a certificate of cancellation with the Secretary of State. Cancellation does not terminate the authority of the Secretary of State to accept…

§ 4119. Effect of failure to obtain certificate of authority (a)(1) A foreign limited liability company transacting business in this State may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certi…

§ 4120. Action by Attorney General The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed under section 4119 of this title and to restrain a foreign limited liability company from transacting business in this State…

§ 4121. Election A limited liability company formed under this chapter may elect to be a foreign law limited liability company by complying with all the following: (1) designating itself as a foreign law limited liability company in its articles of organization filed pursuant to …