§ 7-16-28. Interim distributions. Except as provided in this chapter, a member is entitled to receive distributions from a limited-liability company before the withdrawal of the member from the limited-liability company and before the dissolution and winding up of the limited-liability company to the extent and at the times or upon the happening of the […]
§ 7-16-29. Distributions upon withdrawal. Upon the withdrawal of a member, except as otherwise provided in writing in an operating agreement, the withdrawn member and his or her legal representatives, successors and assigns do not have the right to receive any distribution by reason of the withdrawal but have only the rights of an assignee […]
§ 7-16-3. Purpose and duration. Every limited-liability company organized under this chapter has the purpose of engaging in any lawful business, and has perpetual existence until dissolved as terminated in accordance with this chapter, unless a more limited purpose or duration is set forth in the articles of organization. History of Section.P.L. 1992, ch. 280, […]
§ 7-16-3.1. Professional services. A limited-liability company may render professional services, as defined in § 7-5.1-2, as and to the extent permitted under law or rules and regulations of the applicable regulatory agency or agencies, as defined in § 7-5.1-2. Each regulatory agency as so defined is authorized to adopt, subject to applicable law, rules […]
§ 7-16-3.2. Liability in rendering professional services. (a) The liability of an individual authorized to practice a profession for his or her own negligence, wrongful acts or misconduct, or that of any person under his or her direct supervision and control, other than in an administrative capacity, shall not be affected by the individual’s providing […]
§ 7-16-3.3. Insurance or financial responsibility of limited-liability company. (a) A limited-liability company that is to perform professional services, as defined in § 7-5.1-2, shall carry, if reasonably available, liability insurance of a kind that is designed to cover the kinds of negligence, wrongful acts or misconduct for which liability is limited by § 7-16-3.2. […]
§ 7-16-30. Distribution in kind. Except as provided in the operating agreement: (1) A member has no right to demand and receive any distribution from a limited-liability company in any form other than cash; and (2) No member may be compelled to accept from a limited-liability company a distribution of any asset in kind to […]
§ 7-16-31. Restrictions on making distributions. (a) No distribution may be made to a member if, after giving effect to the distribution: (1) The limited-liability company would not be able to pay its debts as they become due in the usual course of business; or (2) The limited-liability company’s total assets would be less than […]
§ 7-16-32. Liability upon wrongful distribution. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement or of § 7-16-31 is personally liable to the limited-liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement or […]
§ 7-16-33. Right to distribution. Unless otherwise provided in the operating agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited-liability company with respect to the distribution. History of Section.P.L. 1992, ch. 280, § […]
§ 7-16-34. Nature of membership interest. A membership interest is personal property. A member has no interest in specific limited-liability company property. History of Section.P.L. 1992, ch. 280, § 1.
§ 7-16-35. Assignment of membership interest. (a) Unless otherwise provided in the articles of organization or a written operating agreement: (1) A membership interest is assignable in whole or in part; (2) An assignment of a membership interest does not of itself dissolve a limited-liability company or entitle the assignee to participate in the management […]
§ 7-16-36. Right of assignee to become a member. (a) Except as otherwise provided in a written operating agreement, an assignee of an interest in a limited-liability company may become a member only if the other members unanimously consent. The consent of a member may be evidenced in any manner specified in an operating agreement, […]
§ 7-16-37. Rights of judgment creditor. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of judgment with interest. To the extent charged, the judgment creditor has only the rights of an assignee […]
§ 7-16-38. Powers of estate of a member. (a) If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s executor, administrator, guardian, conservator or other legal representative may exercise all of the member’s rights for the […]
§ 7-16-39. Dissolution. A limited-liability company is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (1) At any time specified in the articles of organization; (2) An event specified in the articles of organization or a written operating agreement to cause dissolution; (3) By […]
§ 7-16-4. Powers. Each limited-liability company has the power: (1) To sue, be sued, complain and defend in its name in all courts; (2) To transact its business, carry on its operations and have and exercise the powers granted by this chapter in any state and in any foreign country; (3) To make contracts and […]
§ 7-16-40. Judicial dissolution. On application by or on behalf of a member, the superior 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. History of Section.P.L. 1992, ch. 280, § 1.
§ 7-16-41. Revocation of certificate of organization or certificate of registration. (a) The certificate of organization or certificate of registration of a limited-liability company may be revoked by the secretary of state under the conditions prescribed in this section when it is established that: (1) The limited-liability company procured its articles of organization through fraud; […]
§ 7-16-42. Issuance of certificates of revocation. (a) Upon revoking any such certificate of organization or certificate of registration of the limited-liability company, the secretary of state shall: (1) Issue a certificate of revocation in duplicate; (2) File one of the certificates in the secretary of state’s office; (3) Send to the limited-liability company by […]
