Section 47-34A-1003 – Activities not constituting transacting business.
47-34A-1003. Activities not constituting transacting business. (a) Activities of a foreign limited liability company which do not constitute transacting business in this state within the meaning of this article include: (1)Maintaining, defending, or settling an action or proceeding; (2)Carrying on any activity concerning its internal affairs, including holding meetings of its members or managers; (3)Maintaining […]
Section 47-34A-1004 – Filing of certificate of authority.
47-34A-1004. Filing of certificate of authority. Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company, prepare, sign, and file a […]
Section 47-34A-1005 – Noncomplying name of foreign limited liability company.
47-34A-1005. Noncomplying name of foreign limited liability company. (a) A foreign limited liability company whose name does not comply with §47-34A-105 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with §47-34A-105. A foreign limited liability company that adopts an […]
Section 47-34A-1006 – Revocation of certificate of authority.
47-34A-1006. Revocation of certificate of authority. (a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the secretary of state in the manner provided in subsections (b) and (c) if the company does not: (1)Pay, within sixty days after the due date, any fee, […]
Section 47-34A-1007 – Cancellation of certificate of authority.
47-34A-1007. Cancellation of certificate of authority. To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the secretary of state for filing a notice of cancellation stating the name of the company and that the company desires to cancel its certificate of authority. The certificate […]
Section 47-34A-1008 – Effect of failure to obtain certificate of authority.
47-34A-1008. Effect of failure to obtain certificate of authority. (a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. (b) The failure of a foreign limited liability company to have a […]
Section 47-34A-1009 – Action by attorney general.
47-34A-1009. Action by attorney general. The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of this article. Source: SL 1998, ch 272, §1009; SL 2013, ch 233, §38.
Section 47-34A-1101 – Direct action by member.
47-34A-1101. Direct action by member. (a) Subject to subsection (b), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership […]
Section 47-34A-1102 – Derivative action.
47-34A-1102. Derivative action. A member may maintain a derivative action to enforce a right of a limited liability company if: (1)The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action […]
Section 47-34A-1002 – Application for certificate of authority.
47-34A-1002. Application for certificate of authority. (a) A foreign limited liability company may not do business in this state until it obtains a certificate of authority from the secretary of state. (b) A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to […]