§1631. Direct action by member 1. Direct action against member. Subject to subsection 2, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the limited liability company agreement or this chapter […]
§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 […]
§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, […]
§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; […]
§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 […]
§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 […]
§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 […]
