Section 10A-5A-9.01 Direct action by members. (a) Subject to subsection (b), a member may maintain a direct action against another member or members or the limited liability company, or a series thereof, to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the limited liability company agreement or this […]
Section 10A-5A-9.02 Right of derivative action. (a) A member may commence or maintain a derivative action in the right of a limited liability company to enforce a right of the limited liability company by complying with this article. (b) A member associated with a series of a limited liability company may commence or maintain a […]
Section 10A-5A-9.03 Standing. (a) A member may commence or maintain a derivative action in the right of the limited liability company only if the member: (1) fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company; and (2) either: (A) was a member of the […]
Section 10A-5A-9.04 Demand. A member may commence a derivative action in the right of the limited liability company, or a series thereof, if: (a) the member first makes a written demand upon the limited liability company or the series, as the case may be, to bring an action to enforce the right and the limited […]
Section 10A-5A-9.05 Pleading. In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff’s demand and the response by the limited liability company or the series, as the case may be, to the demand; or (b) why the demand should be excused as futile. (Act 2014-144, p. 265, §1.)
Section 10A-5A-9.06 Stay of proceedings. For the purpose of allowing the limited liability company or the series thereof, as the case may be, time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this article, the court may stay any derivative action for the period the court deems […]
Section 10A-5A-9.07 Discontinuance or settlement. A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to members of the limited liability company or the members associated with the series of the limited liability company, as the case may be, […]
Section 10A-5A-9.08 Proceeds and expenses. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company or series thereof, as the case may be, and not to the derivative plaintiff; and (2) if the derivative plaintiff […]
Section 10A-5A-9.09 Applicability to foreign limited liability companies. In any derivative action in the right of a foreign limited liability company, or a series thereof, the right of a person to commence or maintain a derivative action in the right of a foreign limited liability company, or a series thereof, and any matters raised in […]
