§18-2062. Certain amendments and mergers; Votes required.
CERTAIN AMENDMENTS AND MERGERS; VOTES REQUIRED. A. Upon the approval of members or other holders who own at least two-thirds (2/3) of the then outstanding equity interests entitled to vote: 1. An existing domestic limited liability company including a professional limited liability company, may become a public benefit limited liability company by amending its articles […]
§18-2063. Duties of members or managers.
DUTIES OF MEMBERS OR MANAGERS. A. The members or managers or other persons with authority to manage or direct the business and affairs of a public benefit limited liability company shall manage or direct the business and affairs of the public benefit limited liability company in a manner that balances the pecuniary interests of the […]
§18-2064. Periodic statements and third-party certification.
PERIODIC STATEMENTS AND THIRD-PARTY CERTIFICATION. A public benefit limited liability company shall no less than biennially provide its members with a statement as to the limited liability company’s promotion of the public benefit or public benefits set forth in its articles of organization and as to the best interests of those materially affected by the […]
§18-2065. Derivative suits.
DERIVATIVE SUITS. Members of a public benefit limited liability company or assignees of membership interests in a public benefit limited liability company owning individually or collectively, as of the date of instituting such derivative suit, at least two percent (2%) of the then-current membership interests of the limited liability company may maintain a derivative lawsuit […]
§18-2066. No effect on other limited liability companies.
NO EFFECT ON OTHER LIMITED LIABILITY COMPANIES. This act shall not affect a statute or rule of law that is applicable to a limited liability company that is not a public benefit limited liability company. Added by Laws 2021, c. 51, § 28, eff. Nov. 1, 2021.
§18-2067. Accomplishment by other means.
ACCOMPLISHMENT BY OTHER MEANS. The provisions of this act shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited liability company that is formed or operated for a public benefit including a limited liability company that is designated as a public benefit […]
§18-2043. Foreign limited liability company – Registration procedure.
Before transacting business in this state, a foreign limited liability company shall register with the Office of the Secretary of State. In order to register, a foreign limited liability company shall: 1. Pay to the Secretary of State a registration fee required by Section 56 of this act; 2. Provide the Secretary of State with […]
§18-2044. Foreign limited liability company – Duties of Secretary of State.
A. If the Office of the Secretary of State finds that an application for registration conforms to the provisions of this act and all requisite fees have been paid, it shall: 1. Endorse on the applications the word “filed”, and the month, day, and year of the filing; 2. File in its office one copy […]
§18-2045. Foreign limited liability company – Name.
Subject to the provisions of Section 2008 of this title, a foreign limited liability company may register with the Secretary of State under the name which it is registered in its jurisdiction of organization and that could be registered by a domestic limited liability company. If the name of a foreign limited liability company does […]
§18-2046. Foreign limited liability company – Correction certificate – Recording changes.
A. If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly file in the Office of the Secretary of State a certificate, signed by […]