§ 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 […]
§ 29-3803 – Proper plaintiff
29-3803. Proper plaintiff A person may maintain a derivative action to enforce a right of a limited liability company only if the person is a member at the time the action is commenced and either: 1. The person was a member when the conduct giving rise to the action occurred. 2. The person’s status as […]
§ 29-3804 – Pleading
29-3804. Pleading In a derivative action, the complaint must state with particularity either of the following: 1. The date and content of the plaintiff’s demand and the response to the demand by the managers or other members. 2. Why the demand should be excused as futile.
§ 29-3805 – Special litigation committee
29-3805. Special litigation committee A. If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints […]
§ 29-3806 – Proceeds and expenses; voluntary dismissal or settlement
29-3806. Proceeds and expenses; voluntary dismissal or settlement A. Except as otherwise provided in subsection B or C of this section or section 29-3807, both of the following apply: 1. Any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited liability company and not to the […]
§ 29-3807 – Other remedies in direct and derivative actions
29-3807. Other remedies in direct and derivative actions The court, in its discretion, at any stage in a direct or derivative proceeding, may: 1. Treat a direct action as a derivative action subject to, or exempt from, any provisions of this article the court chooses and order recovery to be paid to the limited liability […]
§ 29-3901 – Governing law
29-3901. Governing law A. Subject to subsection D of this section, the law of the jurisdiction of formation of a foreign limited liability company governs both of the following: 1. The internal affairs of the company. 2. The liability of a member as a member and a manager as a manager for a debt, obligation […]
§ 29-3902 – Registration to do business in this state
29-3902. Registration to do business in this state A. A foreign limited liability company or a foreign series may not do business in this state until the foreign limited liability company or foreign series registers with the commission under this article. B. A foreign limited liability company or a foreign series doing business in this […]
§ 29-3405 – Limitations on distributions
29-3405. Limitations on distributions A. A limited liability company may not make a distribution, including a distribution under section 29-3707, if after the distribution either of the following applies: 1. The company would not be able to pay its debts as the debts become due in the ordinary course of the company’s activities and affairs. […]