§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 […]
§18-2022. Liability solely as manager or member.
A person who is a member or manager, or both, of a limited liability company is not liable for the obligations of a limited liability company solely by reason of being such member or manager or both. Added by Laws 1992, c. 148, § 23, eff. Sept. 1, 1992.
§18-2023. Contribution of member – Form.
The contribution of a member to a limited liability company may be in cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services. A person may be admitted to a limited liability company as a member of the limited liability company and may receive […]
§18-2024. Performance of obligations – Compromise – Remedies for failure to perform.
A. 1. Except as otherwise provided in the articles of organization or the operating agreement, a member is obligated to the limited liability company to perform any written promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or other reason. 2. If a […]
§18-2025. Profits and losses – Distributions.
PROFITS AND LOSSES; DISTRIBUTIONS Except as otherwise provided in the operating agreement: 1. The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, on the basis of the agreed value, as stated in the records of the limited liability company, of the contributions […]