§18-2053. Derivative action – Expenses – Disposition of proceeds.
A. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorneys’ fees, and shall direct him to remit to the limited […]
§18-2054. Agreement of merger of consolidation.
AGREEMENT OF MERGER OF CONSOLIDATION A. Pursuant to an agreement of merger or consolidation, a domestic limited liability company may merge or consolidate with or into one or more domestic or foreign limited liability companies or other entities. As used in this section, “entity” means a domestic or foreign corporation, a domestic or foreign partnership […]
§18-2039. Winding up business or affairs – Ways – Acts and transactions of member or manager – Presumptive notice.
A. Except as otherwise provided in the articles of organization or operating agreement: 1. The business or affairs of the limited liability company may be wound up in one of the following ways: a.by the managers, or b.if one or more of the members or managers have engaged in conduct that casts reasonable doubt on […]
§18-2054.1. Conversion of an entity to a limited liability company.
CONVERSION OF AN ENTITY TO A LIMITED LIABILITY COMPANY A. As used in this section, the term “entity” means a foreign limited liability company, a domestic or foreign public benefit limited liability company, a domestic or foreign corporation, a domestic or foreign partnership whether general or limited, and including a limited liability partnership and a […]
§18-2040. Distribution of assets upon winding up.
DISTRIBUTION OF ASSETS UPON WINDING UP A. Upon the winding up of a limited liability company, the assets shall be distributed as follows: 1. Payment, or adequate provision for payment, shall be made to creditors, including to the extent permitted by law, members who are creditors, in satisfaction of liabilities of the limited liability company; […]
§18-2054.2. Conversion of limited liability company to an entity.
CONVERSION OF A LIMITED LIABILITY COMPANY TO AN ENTITY A. A domestic limited liability company may convert to an entity upon the authorization of such conversion in accordance with this section. As used in this section, the term “entity” means a foreign limited liability company, a domestic or foreign public benefit limited liability company, a […]
§18-2041. Articles of dissolution.
After the dissolution of the limited liability company, pursuant to Section 2037 of this title, the limited liability company shall file articles of dissolution in the Office of the Secretary of State upon payment of the filing fee required by Section 2055 of this title, the articles of dissolution shall set forth: 1. The name […]
§18-2054.3. Appraisal rights.
An operating agreement or other agreement may provide that contractual appraisal rights with respect to a membership interest or another interest in a limited liability company shall be available for any class or group of members or membership interests in connection with any amendment of an operating agreement, any merger or consolidation to which the […]
§18-2042. Foreign limited liability company – Laws governing – Powers, rights and privileges.
A. Subject to the Constitution of this state: 1. The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its managers and members; and 2. A foreign limited liability company may not be denied registration by reason […]
§18-2054.4. Series of members, managers or membership interests having separate rights – Personal obligation of member or manager.
SERIES OF MEMBERS, MANAGERS, OR MEMBERSHIP INTERESTS HAVING SEPARATE RIGHTS – PERSONAL OBLIGATION OF MEMBER OR MANAGER A. An operating agreement may establish or provide for the establishment of one or more designated series of members, managers, membership interests or assets. Any such series may have separate rights, powers or duties with respect to specified […]