§18-2049. Foreign limited liability company – Acts not constituting transacting business in state.
foreign limited liability company – acts not constituting transacting business in state A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this act: 1. Maintaining, defending, or settling any proceeding; 2. Holding meetings of its members or carrying on any other activities concerning […]
§18-2050. Foreign limited liability company – Action to restrain transacting business in state.
The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of this act. Added by Laws 1992, c. 148, § 51, eff. Sept. 1, 1992.
§18-2051. Action to recover judgment – Conditions.
A member may bring an action in the right of the limited liability company to recover a judgment in its favor if all of the following conditions are met: 1. Either: a.management of the limited liability company is vested in a manager or managers who have the sole authority to cause the limited liability company […]
§18-2052. Derivative action – Complaint.
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right. Added by Laws 1992, c. 148, § 53, eff. […]
§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 […]