§ 29-3905 – Activities not constituting doing business
29-3905. Activities not constituting doing business A. Activities of a foreign limited liability company or foreign series that do not constitute doing business in this state under this article include any of the following: 1. Maintaining, defending, mediating, arbitrating or settling an action or proceeding. 2. Carrying on any activity concerning its internal affairs, including […]
§ 29-3707 – Disposition of assets in winding up
29-3707. Disposition of assets in winding up A. In winding up its activities and affairs, a limited liability company shall apply its assets to discharge the company’s obligations to creditors, including members that are creditors. B. After a limited liability company complies with subsection A of this section, any surplus assets must be distributed in […]
§ 29-3906 – Noncomplying name of foreign limited liability company
29-3906. Noncomplying name of foreign limited liability company A. A foreign limited liability company or foreign series whose name does not comply with section 29-3112 may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with section 29-3112. After […]
§ 29-3708 – Administrative dissolution
29-3708. Administrative dissolution A. The commission may commence a proceeding under subsection B of this section to dissolve a limited liability company administratively if the company does not do any of the following: 1. Pay any fee or penalty required to be paid to the commission not later than sixty days after the fee or […]
§ 29-3907 – [Reserved]
29-3907. [Reserved]
§ 29-3709 – Reinstatement
29-3709. Reinstatement A. A limited liability company that is administratively dissolved under section 29-3708 may apply to the commission for reinstatement not later than six years after the effective date of dissolution. B. If the limited liability company has not applied for reinstatement within six months after the effective date of the administrative dissolution, the […]
§ 29-3908 – Withdrawal on dissolution
29-3908. Withdrawal on dissolution A. A registered foreign limited liability company or registered foreign series that has dissolved and completed winding up or otherwise has ceased to exist shall deliver a statement of withdrawal to the commission for filing. The statement must state all of the following: 1. The name of the foreign company or […]
§ 29-3710 – Judicial review of denial of reinstatement
29-3710. Judicial review of denial of reinstatement A. If the commission denies a limited liability company’s application for reinstatement following administrative dissolution, the commission shall deliver to the company a notice in a record that explains the reasons for the denial to the address of the company’s statutory agent or, if the company does not […]
§ 29-3801 – Direct action by member
29-3801. Direct action by member A member may maintain a direct action against another member, a manager or the limited liability company to enforce the member’s rights and protect the member’s interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
§ 29-3802 – Derivative action
29-3802. Derivative action A member may maintain a derivative action to enforce a right of a limited liability company if either of the following applies: 1. The member first makes a demand on the other members in a member-managed limited liability company or the managers of a manager-managed limited liability company that requests that the […]