31 §1632. Derivative action
§1632. Derivative action A member may maintain a derivative action to enforce a right of a limited liability company if: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Demand. The member first makes a demand on the limited liability company to take suitable action, and […]
31 §1633. Proper plaintiff
§1633. Proper plaintiff 1. Plaintiff must be a member. Except as otherwise provided in subsection 2, a derivative action under section 1632 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. [PL 2009, c. 629, Pt. A, […]
31 §1634. Pleading
§1634. Pleading In a derivative action under section 1632 the complaint must state with particularity: [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 1. Demand and response. The date and content of the plaintiff’s demand and the response to the demand by the limited liability company; […]
31 §1635. Special litigation committee
§1635. Special litigation committee 1. Stay of court proceeding upon appointment of special litigation committee. If a limited liability company is named as or made a party in a derivative proceeding, the limited liability company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action […]
31 §1636. Proceeds and expenses
§1636. Proceeds and expenses 1. Proceeds. Except as otherwise provided in subsection 2: A. Any proceeds or other benefits of a derivative action under section 1632, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL […]
31 §1637. Closely held limited liability company
§1637. Closely held limited liability company 1. Definition. As used in this section, “closely held limited liability company” means a limited liability company that has: A. Fewer than 35 members; and [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. No transferable interests listed on […]
31 §1641. Merger
§1641. Merger 1. Merger requirements. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 1642 to 1644 and a plan of merger, if: A. The governing statute of each of the other organizations authorizes the merger; [PL 2009, c. 629, Pt. A, §2 (NEW); […]
31 §1622. Statement of foreign qualification to conduct activities required
§1622. Statement of foreign qualification to conduct activities required 1. Conduct of activities. A foreign limited liability company may not conduct activities in this State except in compliance with this subchapter and not until its statement of foreign qualification is filed in the records of the Secretary of State. [PL 2009, c. 629, Pt. […]
31 §1642. Action on plan of merger by constituent limited liability company
§1642. Action on plan of merger by constituent limited liability company 1. Consent by constituent members. A plan of merger must be consented to by all the members of a constituent limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 2. Amend plan; abandon […]
31 §1623. Actions not constituting transacting business or conducting activities
§1623. Actions not constituting transacting business or conducting activities 1. Actions. A foreign limited liability company may not be considered to be conducting activities in this State within the meaning of this subchapter by reason of carrying on in this State any one or more of the following actions: A. Maintaining, defending or settling […]