§ 29-3504 – Power of legal representative of deceased member
29-3504. Power of legal representative of deceased member If a member dies, the deceased member’s legal representative may exercise both of the following: 1. The rights of a transferee provided in section 29-3502, subsection C. 2. For the purposes of settling the estate, the rights the deceased member had under section 29-3410.
§ 29-3601 – Power to dissociate as member; wrongful dissociation
29-3601. Power to dissociate as member; wrongful dissociation A. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 29-3602, paragraph 1. B. A person’s dissociation as a member is wrongful only if the dissociation either: 1. Is in […]
§ 29-3602 – Events causing dissociation
29-3602. Events causing dissociation A person is dissociated as a member if and when: 1. The limited liability company knows or has notice of the person’s express will to withdraw as a member, but if the person has specified a withdrawal date later than the date the company knew or had notice, the person is […]
§ 29-3603 – Effect of dissociation
29-3603. Effect of dissociation A. If a person is dissociated as a member, all of the following apply: 1. The person’s right to participate as a member in the management and conduct of the limited liability company’s activities and affairs terminates. 2. The person’s duties and obligations under section 29-3409 as a member end with […]
§ 29-3701 – Events causing dissolution
29-3701. Events causing dissolution A. A limited liability company is dissolved, and its activities and affairs must be wound up, on the occurrence of any of the following: 1. An event or circumstance that the operating agreement or articles of organization state causes dissolution. 2. The consent to dissolution is given in a record signed […]
§ 29-3403 – Liability for contributions
29-3403. Liability for contributions A. A person’s obligation to make a contribution to a limited liability company is not enforceable unless the obligation is set forth in a record signed by the person or as otherwise provided in section 29-3502, subsection H. A person’s obligation to make a contribution to the company is not excused […]
§ 29-3702 – Winding up
29-3702. Winding up A. A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in section 29-3703, the company continues after dissolution only for the purpose of winding up. B. In winding up its activities and affairs, a limited liability company: 1. Shall discharge the company’s debts, obligations […]
§ 29-3404 – Sharing of and right to distributions before dissolution
29-3404. Sharing of and right to distributions before dissolution A. Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 29-3502 or charging order in effect […]
§ 29-3703 – Rescinding dissolution
29-3703. Rescinding dissolution A. A limited liability company may rescind its dissolution, unless the articles of termination applicable to the company have become effective, a court of competent jurisdiction has entered an order under section 29-3701, subsection A, paragraph 4 dissolving the company or the commission has dissolved the company under section 29-3708. B. Rescinding […]
§ 29-3206 – Filing requirements
29-3206. Filing requirements A. To be filed by the commission pursuant to this chapter, a record must be received by the commission, comply with this chapter and satisfy the following: 1. The filing of the record must be required or allowed by this chapter. 2. The record must be physically delivered in written form unless […]