29-3401. Becoming a member; transferable interest; ownership of interest in limited liability company A. At the time of formation, a limited liability company must have at least one member. If a company is to have only one member on formation, the person becomes a member by agreeing to be a member and by being identified […]
29-3402. Form of contribution A contribution may consist of property transferred to, services performed for or another benefit provided to the limited liability company or an agreement to transfer property to, perform services for or provide another benefit to the company.
29-3403. Liability for contributions A. A person’s obligation to make a contribution to a limited liability company is not enforceable unless the obligation is set forth in a record signed by the person or as otherwise provided in section 29-3502, subsection H. A person’s obligation to make a contribution to the company is not excused […]
29-3404. Sharing of and right to distributions before dissolution A. Any distribution made by a limited liability company before its dissolution and winding up must be in equal shares among members and persons dissociated as members, except to the extent necessary to comply with a transfer effective under section 29-3502 or charging order in effect […]
29-3405. Limitations on distributions A. A limited liability company may not make a distribution, including a distribution under section 29-3707, if after the distribution either of the following applies: 1. The company would not be able to pay its debts as the debts become due in the ordinary course of the company’s activities and affairs. […]
29-3406. Liability for improper distributions A. A person that receives a distribution that violates section 29-3405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid to that person under section 29-3405. B. An action under […]
29-3407. Management of limited liability company A. Management of a limited liability company is reserved to its members unless the articles of organization provide that the company is managed by one or more managers. B. In a member-managed limited liability company, the following apply: 1. Except as expressly provided in this chapter, the management and […]
29-3408. Reimbursement; indemnification; advancement; insurance A. A limited liability company shall reimburse a present or former member of a member-managed company or manager of a manager-managed company for any payment made by the member or manager in the course of the member’s or manager’s activities on behalf of the company if the member or manager […]
29-3409. Standards of conduct for members and managers A. A member of a member-managed limited liability company owes to the company and the other members the duties of loyalty and care stated in subsections B and C of this section. B. The fiduciary duty of loyalty of a member in a member-managed limited liability company […]
29-3410. Records to be kept; rights to information and records of member, manager and person dissociated as member A. A limited liability company shall keep all of the following: 1. A current list of the full name and last known address of each member and manager. 2. A copy of the articles of organization and […]
