47-34A-1001. Law governing foreign limited liability companies. (a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1)The internal affairs of the company; and (2)The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company. […]
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 […]
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 […]
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 […]
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 […]
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, […]
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 […]
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 […]
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.
47-34A-101. Definitions. Terms used in this chapter: (1)”Articles of organization” means initial, amended, and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed in the Office of the Secretary of State or other official […]
47-34A-103. Operating agreement–Scope–Limitations. (a) Except as otherwise provided in subsection (b), all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. A person […]
47-34A-103.1. Effect of records that conflict with §47-34A-103 or operating agreement. (a) If a record that has been delivered by a limited liability company to the Office of the Secretary of State for filing and has become effective under this chapter, contains a provision that would be ineffective under §47-34A-103 if contained in the operating […]
47-34A-104. Supplemental principles of law. (a) Unless displaced by particular provisions of this chapter the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in subdivision 54-3-16(1). Source: SL 1998, ch 272, §104.
47-34A-105.Name. (a) The name of a limited liability company must contain, limited liability company, or limited company, or the abbreviation, L.L.C., LLC, L. C., or LC. Limited may be abbreviated as Ltd. and company may be abbreviated as Co. (b) Except as authorized by subsections (c) and (d), the name of a limited liability company […]
47-34A-107. Registration of name–Procedure. (a) A foreign limited liability company may register its name subject to the requirements of §47-34A-1005, if the name is distinguishable upon the records of the secretary of state from names that are not available under §47-34A-105(b). (b) A foreign limited liability company registers its name, or its name with any […]
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 […]
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 […]
47-34A-1103. Proper plaintiff. (a) Except as otherwise provided in subsection (b), a derivative action under §47-34A-1102 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. (b) If the sole plaintiff in a derivative action dies while the action […]
47-34A-1104. Pleading. In a derivative action under §47-34A-1102, the complaint must state with particularity: (1)The date and content of the plaintiff’s demand and the response to the demand by the managers or other members; or (2)If a demand has not been made, the reasons a demand under §47-34A-1102 would be futile. Source: SL 1998, ch […]
47-34A-1105. Special litigation committee. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints […]
