§31B-2-201. Limited Liability Company as Legal Entity
A limited liability company is a legal entity distinct from its members.
§31B-2-202. Organization
(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing, together with the fee prescribed by section two, article one, chapter fifty-nine of this code. (b) Unless a delayed effective date is specified, […]
§31B-2-203. Articles of Organization
(a) Articles of organization of a limited liability company must set forth: (1) The name of the company;
§31B-2-204. Amendment or Restatement of Articles of Organization
(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Secretary of State for filing. The articles of amendment must set forth the: (1) Name of the limited liability company;
§31B-2-205. Signing of Records
(a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the Secretary of State must be signed in the name of the company by a: (1) Manager of a manager-managed company;
§31B-2-206. Filing in Office of Secretary of State
(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the Secretary of State and must be delivered to the office of the Secretary of State. Delivery may be made by electronic transmission if permitted by the Secretary of State. Unless the Secretary […]
§31B-2-207. Correcting Filed Record
(a) A limited liability company or foreign limited liability company may correct a record filed by the Secretary of State if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected: (1) By preparing articles of correction that:
§31B-2-208. Certificate of Existence or Authorization
(a) A person may request the Secretary of State to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a limited liability company must set forth: (1) The company's name;
§31B-2-209. Liability for False Statement in Filed Record
If a record authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the record or caused another to sign it on the person's behalf and knew the statement to be false […]
§31B-2-210. Filing by Judicial Act
If a person required by section 2-205 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court to direct the signing of the record. If the court finds that it is proper for the record to be signed […]
§31B-2-211. Annual Report for Secretary of State
(a) A limited liability company, and a foreign limited liability company authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual report that sets forth: (1) The name of the company and the state or country under whose law it is organized;