§18-2033. Assignability of membership interest.
ASSIGNABILITY OF MEMBERSHIP INTEREST A. Unless otherwise provided in an operating agreement: 1. A membership interest is not transferable; provided, however, that a member may assign the capital interest associated with a membership interest in whole or in part; 2. An assignment of the capital interest associated with a membership interest does not entitle the […]
§18-2034. Judgment creditor – Rights – Exclusive remedy.
JUDGMENT CREDITOR; RIGHTS; EXCLUSIVE REMEDY On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the capital interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an […]
§18-2019. Managers as agents.
MANAGERS AS AGENTS A. Every manager is an agent of the limited liability company for the purpose of its business, and the act of every manager, including the execution in the limited liability company name of any instrument for apparently carrying on the business of the limited liability company of which he is a manager, […]
§18-2035. Assignee of interest becoming member – Rights and powers, restrictions and liabilities – Assignor’s liabilities- Time of admission of member.
ASSIGNEE OF INTEREST BECOMING MEMBER; RIGHTS AND POWERS, RESTRICTIONS AND LIABILITIES; ASSIGNOR’S LIABILITIES; TIME OF ADMISSION OF MEMBER A. An assignee of a capital interest in a limited liability company may become a member if and to the extent that: 1. The operating agreement provides; or 2. Unless the operating agreement otherwise provides, the members […]
§18-2019.1. Title to property – Transfer.
A. Title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company. B. Title to property of the limited liability company that is held in the name […]
§18-2036. Events causing cessation of membership – Withdrawal – Death or incapacity.
EVENTS CAUSING CESSATION OF MEMBERSHIP; WITHDRAWAL; DEATH OR INCAPACITY A. A member has the power to withdraw as a member at any time, rightfully or wrongfully. A withdrawal is wrongful if the operating agreement does not specifically grant to the member a right to withdraw or the member resigns from the member’s managerial duties in […]
§18-2020. Voting rights of members.
VOTING RIGHTS OF MEMBERS A. Voting by members may be on a per capita, number, financial interest, class, group or any other basis. Unless otherwise provided in the articles of organization or operating agreement, the members of a limited liability company vote in proportion to their respective interests in the profits of the limited liability […]
§18-2037. Dissolution – Activities after dissolution.
A. A limited liability company is dissolved upon the earlier of: 1. The occurrence of the latest date on which the limited liability company is to dissolve set forth in the articles of organization; 2. The occurrence of events specified in writing in the operating agreement; 3. The written consent of all of the members […]
§18-2021. Records required to be kept – Member access to information – Managers may inspect and copy records.
A. Unless otherwise provided in a written operating agreement, a limited liability company shall keep at its principal place of business the following: 1. A current and a past list of the full name and last-known mailing address of each member and manager; 2. Copies of records that would enable a member to determine the […]
§18-2038. Decree of dissolution.
On application by or for a member, the district court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement. Added by Laws 1992, c. 148, § 39, eff. Sept. 1, 1992.